30.03.2015 Views

Download - Ferrovial - Annual Report 2012

Download - Ferrovial - Annual Report 2012

Download - Ferrovial - Annual Report 2012

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Consolidated financial statements for 2011 and 2010<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

2011 consolidated financial statements<br />

<strong>Ferrovial</strong>, S.A. and<br />

Subsidiaries<br />

Board of Directors<br />

23 February <strong>2012</strong><br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 1


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION FOR 2011 AND 2010 ...................................................................... 3<br />

CONSOLIDATED INCOME STATEMENTS FOR 2011 AND 2010 ................................................................................................. 4<br />

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR 2011 AND 2010 ............................................................. 5<br />

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR 2011 AND 2010 ...................................................................... 5<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 2011 AND 2010 .................................................................................. 6<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2011 .................................................................................... 7<br />

1 COMPANY ACTIVITIES AND SCOPE OF CONSOLIDATION ................................................................................................ 7<br />

2 IMPACT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE SALE OF 5.88% OF BAA ........................................ 8<br />

3 SUMMARY OF THE MAIN ACCOUNTING POLICIES ............................................................................................................ 9<br />

4 MANAGEMENT OF FINANCIAL RISKS AND CAPITAL ....................................................................................................... 19<br />

5 SEGMENT REPORTING .................................................................................................................................................... 24<br />

6 GOODWILL AND ACQUISITIONS ..................................................................................................................................... 29<br />

7 INTANGIBLE ASSETS ....................................................................................................................................................... 31<br />

8 INVESTMENTS IN INFRASTRUCTURE PROJECTS ............................................................................................................ 33<br />

9 PROPERTY, PLANT AND EQUIPMENT .............................................................................................................................. 35<br />

10 INVESTMENTS IN COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD ........................................................... 36<br />

11 NON-CURRENT FINANCIAL ASSETS ................................................................................................................................ 42<br />

12 DERIVATIVE FINANCIAL INSTRUMENTS AT FAIR VALUE ............................................................................................... 44<br />

13 NON-CURRENT ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE ................................................................... 47<br />

14 INVENTORIES .................................................................................................................................................................. 49<br />

15 TRADE AND OTHER RECEIVABLES .................................................................................................................................. 49<br />

16 EQUITY ............................................................................................................................................................................ 51<br />

17 DEFERRED INCOME ......................................................................................................................................................... 55<br />

18 PROVISIONS AND PENSION SURPLUS ............................................................................................................................ 55<br />

19 OTHER PROVISIONS ....................................................................................................................................................... 59<br />

20 NET CASH POSITION ....................................................................................................................................................... 60<br />

21 OTHER NON-CURRENT LIABILITIES ............................................................................................................................... 72<br />

22 TRADE AND OTHER PAYABLES ....................................................................................................................................... 72<br />

23 TAX MATTERS ................................................................................................................................................................. 73<br />

24 CONTINGENT LIABILITIES, CONTINGENT ASSETS AND OBLIGATIONS ......................................................................... 77<br />

25 FAIR VALUE ADJUSTMENTS ............................................................................................................................................ 81<br />

26 IMPAIRMENT AND DISPOSALS OF NON-CURRENT ASSETS AND OTHER NON-RECURRING EFFECTS ........................... 81<br />

27 OPERATING REVENUE ..................................................................................................................................................... 83<br />

28 STAFF COSTS .................................................................................................................................................................. 83<br />

29 FINANCIAL RESULT ......................................................................................................................................................... 84<br />

30 NET PROFIT OR LOSS FROM DISCONTINUED OPERATIONS .......................................................................................... 85<br />

31 EARNINGS PER SHARE .................................................................................................................................................... 85<br />

32 CASH FLOW ..................................................................................................................................................................... 86<br />

33 REMUNERATION OF THE BOARD OF DIRECTORS .......................................................................................................... 88<br />

34 SHARE BASED PAYMENT ................................................................................................................................................. 93<br />

35 INFORMATION ON TRANSACTIONS WITH RELATED PARTIES ....................................................................................... 94<br />

36 DIRECTORS’ OWNERSHIP INTERESTS IN AND POSITIONS OR FUNCTIONS AT COMPANIES ENGAGING IN AN<br />

ACTIVITY THAT IS IDENTICAL, SIMILAR OR COMPLEMENTARY TO THE COMPANY OBJECT OF FERROVIAL ............... 99<br />

37 AUDITOR´S FEES .......................................................................................................................................................... 100<br />

38 EVENTS AFTER THE REPORTING PERIOD ..................................................................................................................... 100<br />

39 COMMENTARIES ON APPENDICES ................................................................................................................................ 101<br />

40. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH ........................................................................................ 116<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 2


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable<br />

to the Group (see Notes 3 and 40). In the event of a discrepancy, the Spanish-language version prevails.<br />

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION FOR 2011 AND 2010<br />

Assets (Millions of euros) Notes 2011 2010<br />

Non-current assets 17,517 35,465<br />

Goodwill 6 1,493 5,032<br />

Intangible assets 7 105 97<br />

Investments in infrastructure projects 8 5,960 21,512<br />

Investment Properties 64 64<br />

Property, plant and equipment 9 627 552<br />

Investment in companies accounted for using the equity method 10 5,219 3,110<br />

Non-current financial assets 11 1,893 2,184<br />

Infrastructure project receivables 1,279 1,344<br />

Available-for-sale financial assets 0 34<br />

Restricted cash and other non-current financial assets 390 551<br />

Other receivables 224 255<br />

Deferred tax assets 23 2,022 2,068<br />

Derivative financial instruments at fair value 12 135 847<br />

Assets classified as held for sale 13 2 1,515<br />

Current assets 5,453 6,306<br />

Inventories 14 427 445<br />

Trade and other receivables 15 2,677 3,161<br />

Trade receivables for sales and services 2,254 2,526<br />

Other receivables 669 755<br />

Current tax assets 50 58<br />

Provisions -296 -178<br />

Cash and cash equivalents 20 2,349 2,701<br />

Infrastructure project companies 188 694<br />

Restricted cash 24 44<br />

Other cash and cash equivalents 164 649<br />

Other companies 2,161 2,007<br />

TOTAL ASSETS 22,972 43,287<br />

Equity and liabilities (Millions of euros) Notes 2011 2010<br />

Equity 16 6,288 6,628<br />

Equity attributable to the equity holders 6,138 5,194<br />

Equity attributable to non-controlling interests 150 1,434<br />

Deferred income 17 292 196<br />

Non-current liabilities 10,815 28,596<br />

Provisions for pensions 18 110 153<br />

Other long-term provisions 19 1,010 860<br />

Bank borrowings 20 6,695 21,511<br />

Debt securities and borrowings of infrastructure projects 5,503 19,566<br />

Bank borrowings of other companies 1,192 1,944<br />

Other payables 21 179 154<br />

Deferred tax liabilities 23 1,299 3,951<br />

Derivative financial instruments at fair value 12 1,521 1,968<br />

Liabilities classified as held for sale 13 0 891<br />

Current liabilities 5,577 6,975<br />

Bank borrowings 20 1,214 1,530<br />

Debt securities and borrowings of infrastructure projects 1,145 1,415<br />

Bank borrowings of other companies 69 116<br />

Trade and other payables 22 3,882 4,889<br />

Trade payables 3,128 3,906<br />

Current tax liabilities 51 264<br />

Other non-trade payables 703 720<br />

Operating Provisions 19 481 556<br />

TOTAL EQUITY AND LIABILITIES 22,972 43,287<br />

The intangible assets, property, plant and equipment and investment property used in infrastructure projects are included under “Investments in<br />

Infrastructure Projects”. The accompanying Notes 1 to 40 and Appendix 1 are an integral part of the consolidated statement of financial position<br />

at 31 December 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 3


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group<br />

(see Notes 3 and 40). In the event of a discrepancy, the Spanish-language version prevails.<br />

CONSOLIDATED INCOME STATEMENTS FOR 2011 AND 2010<br />

Millions of euros<br />

Notes<br />

Before fair Fair value<br />

value adjustments<br />

adjustments (*)<br />

2011 2010<br />

Total<br />

2011<br />

Before Fair<br />

fair value<br />

value adjustments<br />

adjustments (*)<br />

Revenue 7,446 0 7,446 9,384 0 9,384<br />

Other operating income 15 0 15 17 0 17<br />

Total<br />

2010<br />

Total operating revenue 27<br />

7,461 0 7,461 9,401 0 9,401<br />

Materials consumed<br />

2,366 0 2,366 3,028 0 3,028<br />

Staff costs 28 2,018 0 2,018 2,815 0 2,815<br />

Other operating expenses 2,258 0 2,258 2,310 1 2,311<br />

Total operating expenses<br />

6,642 0 6,642 8,154 1 8,155<br />

Gross profit from operations 819 0 819 1,247 -1 1,246<br />

Depreciation and amortisation charge 192 0 192 285 0 285<br />

Profit from operations before impairment and non-current<br />

asset disposals<br />

627 0 627 963 -1 961<br />

Impairment and disposals of non-current assets 26 229 -87 142 684 1,888 2,572<br />

Profit from operations 856 -87 769 1,647 1,887 3,533<br />

Finance income of infrastructure projects 19 0 19 19 0 19<br />

Finance costs of infrastructure projects -296 0 -296 -558 0 -558<br />

Gains and losses on derivative financial instruments and other fair<br />

value adjustments<br />

0 -3 -3 0 3 3<br />

Financial result of infrastructure projects -277 -3 -279 -540 3 -537<br />

Finance income of other companies 162 0 162 153 0 153<br />

Finance expense of other companies -246 0 -246 -289 0 -289<br />

Gains and losses on derivative financial instruments and other fair<br />

value adjustments<br />

0 60 60 0 -31 -31<br />

Financial result of other companies -83 60 -24 -136 -31 -167<br />

Financial Result 29 -360 57 -303 -676 -28 -704<br />

Share of profits of companies accounted for using the<br />

equity method 10<br />

18 1 20 44 -5 39<br />

Consolidated profit before tax 513 -28 485 1,014 1,854 2,869<br />

Income tax 23 -63 2 -61 -256 37 -220<br />

Consolidated profit or loss from continuing operations 450 -27 424 758 1,891 2,649<br />

Net profit or loss from discontinued operations (Exclusion<br />

from consolidation of BAA)<br />

2 and<br />

30<br />

165 679 844 -77 -390 -467<br />

- Profit or loss of BAA 23 -26 -3 -77 -390 -467<br />

- Disposal Gain 142 706 847 0 0 0<br />

Consolidated profit or loss for the year 615 653 1,268 681 1,501 2,182<br />

Profit or loss for the year attributable to non-controlling<br />

interest<br />

Profit for the year attributable to the Parent<br />

-1 2 1 -24 5 -19<br />

615 654 1,269 657 1,506 2,163<br />

Net earnings per share attributable to the Parent 31<br />

Basic 1.73 2.95<br />

Diluted 1.73 2.95<br />

(*) Relating to gains and losses arising from changes in the fair value of derivatives, other financial assets and liabilities and assets and liability<br />

impairment (see Note 25). The accompanying Notes 1 to 40 and Appendix 1 are an integral part of the consolidated income statement for 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 4


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework<br />

applicable to the Group (see Notes 3 and 40). In the event of a discrepancy, the Spanish-language version prevails.<br />

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR 2011 AND 2010<br />

Millions of euros<br />

2011 2010<br />

Attributable to the Parent 1,269 2,163<br />

Attributable to non-controlling interests -1 19<br />

Consolidated profit or loss for the year 1,268 2,182<br />

Income and expense recognised directly in equity before tax: -727 234<br />

Hedges -494 -73<br />

Defined benefit plans -73 -9<br />

Translation differences 22 784<br />

Income and expense recognised directly in equity of fully consolidated companies -545 702<br />

Income and expense recognised directly in equity of companies accounted for using the<br />

equity method<br />

-95 -23<br />

Income and expense recognised directly in equity relating to discontinued operations -87 -445<br />

Taxes 187 17<br />

Amounts transferred to profit or loss of fully consolidated companies -63 0<br />

Amounts transferred to profit or loss relating to discontinued operations 497 0<br />

Attributable to the Parent 45 240<br />

Attributable to non-controlling interests -152 11<br />

Income and expense recognised directly in equity -107 250<br />

Attributable to the Parent 1,314 2,403<br />

Attributable to non-controlling interests -153 29<br />

Total comprehensive income for the year 1,160 2,432<br />

The accompanying Notes 1 to 40 and Appendix 1 are an integral part of the consolidated statement of comprehensive income for 2011.<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework<br />

applicable to the Group (see Notes 3 and 40). In the event of a discrepancy, the Spanish-language version prevails.<br />

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR 2011 AND 2010<br />

Millions of euros<br />

Share<br />

capital<br />

Share<br />

premium<br />

Treasury<br />

shares<br />

Other<br />

reserves<br />

2011<br />

Retained<br />

earnings<br />

Attributable<br />

to equity<br />

holders<br />

Attributable<br />

to noncontrolling<br />

interests<br />

Total<br />

equity<br />

Balance at 31/12/10 147 3,022 0 -679 2,705 5,194 1,434 6,628<br />

Consolidated profit or loss for the year 1,269 1,269 -1 1,268<br />

Comprehensive income for the year 0 0 0 45 1,269 1,314 -153 1,160<br />

Dividends paid -367 -367 -30 -396<br />

Capital increases/reductions 0 0 77 77<br />

Transactions with owners 0 0 0 0 -367 -367 47 -320<br />

Exclusion from consolidation of BAA -1,127 -1,127<br />

Changes in the scope of consolidation 0 -18 -18<br />

Other changes 0 0 0 -4 0 -4 -33 -36<br />

Balance at 31/12/11 147 3,022 0 -638 3,607 6,138 150 6,288<br />

Millions of euros<br />

Share<br />

capital<br />

Share<br />

premium<br />

Treasury<br />

shares<br />

Other<br />

reserves<br />

2010<br />

Retained<br />

earnings<br />

Attributable<br />

to equity<br />

holders<br />

Attributable<br />

to noncontrolling<br />

interests<br />

Total<br />

equity<br />

Balance at 01/01/10 147 3,022 -1,028 845 2,986 1,570 4,556<br />

Changes in accounting policies -4 119 115 48 163<br />

Restated balance at 01/01/10 147 3,022 -1,032 965 3,102 1,617 4,719<br />

Consolidated profit or loss for the year 2,163 2,163 18 2,181<br />

Income and expense recognised in equity 240 240 11 251<br />

Comprehensive income for the year 240 2,163 2,403 29 2,432<br />

Dividends paid -308 -308 -76 -384<br />

Capital increases/reductions 0 130 130<br />

Transactions with owners -308 -308 53 -255<br />

Changes in the scope of consolidation and<br />

other changes<br />

113 -115 -2 -266 -268<br />

Balance at 31/12/10 147 3,022 0 -679 2,705 5,194 1,434 6,628<br />

The accompanying Notes 1 to 40 and Appendix 1 are an integral part of the consolidated statement of changes in equity for 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 5


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Translation of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial<br />

reporting framework applicable to the Group (see Notes 3 and 40). In the event of a discrepancy, the Spanish-language version prevails.<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 2011 AND 2010<br />

Millions of euros<br />

Notes<br />

December<br />

2011<br />

December<br />

2010<br />

Net profit attributable to the Parent 1,269 2,163<br />

Adjustments for -287 -807<br />

Non-controlling interests -1 19<br />

Depreciation and amortisation charge and provisions 388 437<br />

Result of companies accounted for using the equity method -17 428<br />

Results on financing 285 679<br />

Tax 61 220<br />

Other operating income -15 -17<br />

Fair value adjustment less costs to sell -989 -2,572<br />

Other losses and gains<br />

Income taxes paid -92 -83<br />

Changes in receivables, payables and other -334 -72<br />

Dividends from infrastructure project companies received 157 44<br />

Cash flows from operating activities 32 713 1,245<br />

Investments in property, plant and equipment and intangible<br />

assets<br />

-96 -127<br />

Investments in infrastructure projects -780 -915<br />

Investments in non-current financial assets -96 -152<br />

Divestment of infrastructure projects 0 0<br />

Divestment of non-current financial assets 1,264 1,124<br />

Cash flows from investing activities 32 291 -70<br />

Cash flows before financing activities 1,004 1,175<br />

Proceeds from capital and non-controlling interests 126 69<br />

Payment of dividends to equity holders of the Parent -367 -315<br />

Payment of dividends to non-controlling interests of investees -15 -86<br />

Other changes in shareholders’ equity 0 0<br />

Cash flows from shareholders and non-controlling<br />

interests<br />

-256 -332<br />

Interest paid -436 -641<br />

Interest received 29 33<br />

Increase in bank borrowings 918 1,185<br />

Decrease in bank borrowings -1,141 -888<br />

Change in borrowings held for sale 0 189<br />

Cash flows from financing activities 32 -886 -454<br />

Change in cash and cash equivalents 20 117 722<br />

Cash and cash equivalents at beginning of year 2,701 2,480<br />

Cash and cash equivalents at end of year 2,349 2,701<br />

Effect of foreign exchange rate changes on cash and cash<br />

equivalents<br />

-19 -153<br />

Change in cash and cash equivalents held for sale 0 526<br />

Change in cash and cash equivalents relating to discontinued<br />

operations<br />

Discontinued operations<br />

488 128<br />

Cash flows from operating activities 1,160 1,253<br />

Cash flows from investing activities -765 -916<br />

Cash flows from financing activities -555 -466<br />

Net cash flows from discontinued operations -161 -128<br />

The accompanying Notes 1 to 40 and Appendix 1 are an integral part of the consolidated statement of cash<br />

flows for 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 6


Consolidated financial statements for 2011 and 2010<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Translation of consolidated financial statements originally issued in<br />

Spanish and prepared in accordance with the regulatory financial<br />

reporting framework applicable to the Group (see Notes 3 and 40).<br />

In the event of a discrepancy, the Spanish-language version<br />

prevails.<br />

NOTES TO THE CONSOLIDATED FINANCIAL<br />

STATEMENTS FOR 2011<br />

1. Company activities and scope of consolidation.<br />

1.1 Company activities:<br />

The consolidated <strong>Ferrovial</strong> Group (“<strong>Ferrovial</strong>”) comprises the<br />

Parent <strong>Ferrovial</strong>, S.A. and its subsidiaries, which are detailed in<br />

Appendix I. Its registered office is at calle Príncipe de Vergara<br />

135, Madrid.<br />

Through these companies, <strong>Ferrovial</strong> engages in the following<br />

lines of business, which are its primary reporting segments<br />

pursuant to IFRS 8.<br />

a. Construction and execution of all types of public and<br />

private works in Spain and abroad, operating basically<br />

through <strong>Ferrovial</strong> Agromán, S.A., the company that heads<br />

this business Division. Notable are the international<br />

business carried on in Poland through Budimex, S.A. and<br />

its investees, the leading construction group in that<br />

market, which is listed on the Warsaw stock market and in<br />

which the Group holds a 59.06% ownership interest, and<br />

the business carried on in the United States (Texas)<br />

through the Webber Group, which is wholly owned by<br />

<strong>Ferrovial</strong>.<br />

b. Toll roads. This activity consists of the development,<br />

financing, construction and operation of toll road projects<br />

through Cintra Infraestructuras, S.A., in which <strong>Ferrovial</strong>,<br />

S.A. holds a 100% ownership interest.<br />

c. Airports. This activity consists of the development,<br />

financing and operation of airports, basically through BAA,<br />

a UK company that operates six airports in the United<br />

Kingdom and other airport assets through its investees;<br />

<strong>Ferrovial</strong>, S.A. has an ownership interest of 49.99% in<br />

BAA.<br />

d. Services. This division is headed by <strong>Ferrovial</strong> Servicios,<br />

S.A. and includes the following activities: a) upkeep and<br />

maintenance of infrastructure, buildings and facilities<br />

(through Amey in the UK and Ferroser Infraestructuras,<br />

S.A. and <strong>Ferrovial</strong> Servicios, S.A. in Spain); b) urban<br />

services and waste treatment (basically through Cespa,<br />

S.A.).<br />

In addition to the description of <strong>Ferrovial</strong>’s activities and for the<br />

purposes of understanding these financial statements, it should<br />

be noted that a significant part of the business carried on by<br />

the Toll roads, Airports and Services Divisions consists of the<br />

performance of infrastructure projects.<br />

Unlike the above, in most cases involving airports, licenses are<br />

of an indefinite nature which is why, although IFRIC 12 is not<br />

applicable, the arrangements are very similar to concession<br />

arrangements.<br />

Accordingly, and in order to aid understanding of the Group’s<br />

financial performance, these financial statements present<br />

separately the impact of projects of this nature on both nonfinancial<br />

non-current assets (“Investments in Infrastructure<br />

Projects” includes the property, plant and equipment, intangible<br />

assets and investment property assigned to these projects) and<br />

non-current financial assets, borrowings and cash flows.<br />

It is also important to highlight that two of the Group's main<br />

assets are its investments of 49.99% in BAA and 43.23% in<br />

ETR 407, which have been accounted for using the equity<br />

method since 2011 and 2010, respectively. In order to provide<br />

detailed information on the two companies Note 10 on<br />

"Investments in Companies Accounted for Using the Equity<br />

Method" includes information relating to the changes in the<br />

two companies' balance sheets and income statements, and<br />

this information is completed in other Notes with data<br />

considered to be of interest.<br />

1.2 Changes in the scope of consolidation<br />

The main changes in the scope of consolidation in 2011 were<br />

as follows:<br />

- Airports Division: on 26 October 2011, 5.88% of the share<br />

capital of FGP Topco, the head of the BAA Group, was sold. As<br />

a result of this transaction and of the changes that it brought<br />

about in the composition of that company's Board of Directors<br />

and in the shareholders' agreement, <strong>Ferrovial</strong> lost control of<br />

this Group of companies. Specifically, with the new wording of<br />

the shareholders' agreement, <strong>Ferrovial</strong> now has five votes on<br />

the Board of Directors of FGP Topco and of its main<br />

subsidiaries, whereas the other three shareholders together<br />

have six votes (CDPQ 3 votes, GIC 2 votes and Alinda 1 vote).<br />

The impact of this transaction on the consolidated financial<br />

statements is described in Note 2.<br />

- Services Division; on 17 February the investment of <strong>Ferrovial</strong><br />

Servicios in Swissport, which had been classified as an asset<br />

held for sale in the 2010 consolidated financial statements, as<br />

indicated in Note 13 to these consolidated financial statements,<br />

was sold.<br />

- Toll Roads Division; on 10 January the 50.00% ownership<br />

interest of Cintra Infraestructuras in its subsidiary Autopista<br />

Trados 45, which had been accounted for using the equity<br />

method and classified as an asset held for sale in the 2010<br />

consolidated financial statements, as indicated in Note 13 to<br />

these consolidated financial statements, was formally<br />

completed.<br />

These projects are conducted mainly in the Toll Roads and<br />

Services areas under long-term arrangements in which the<br />

concession operator, in which the Group generally has interest<br />

together with other partners, finances the construction or<br />

upgrade of public infrastructure and which fall within the scope<br />

of application of IFRIC 12, Service Concession Arrangements.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 7


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Also, in this Business Division, on 16 November Cintra, a<br />

subsidiary of <strong>Ferrovial</strong>, agreed on the sale of its 40%<br />

ownership interest in Cintra Chile pursuant to the agreement<br />

signed on 15 September 2010.<br />

- Construction Division: <strong>Ferrovial</strong>, through the Polish subsidiary<br />

of <strong>Ferrovial</strong> Agromán, Budimex, entered into an agreement on<br />

17 November 2011 with the Polish railway transport<br />

infrastructure operator PKP for the acquisition of<br />

Przedsiebiorstwo Napraw Infrastruktury (PNI), a construction<br />

company specialising in civil engineering work and in the<br />

design, construction and maintenance of railway infrastructure.<br />

2. Impact on the consolidated financial statements of<br />

the sale of 5.88% of BAA.<br />

2.1 Disposal gain on the divestment<br />

As provided for in IAS 27.34, the sale of a percentage of<br />

ownership of an investee that leads to the loss of control<br />

entails, from the accounting standpoint, the derecognition of<br />

all the assets and liabilities of the subsidiary and the<br />

recognition, on the one hand, of the consideration received for<br />

the percentage sold and, on the other, of the fair value of the<br />

investment retained, and any resulting difference is a gain or<br />

loss attributable to the parent.<br />

Based on the foregoing, the Company recognised a gain net of<br />

taxes of EUR 847 million, consisting of the gain on the sale of<br />

the 5.88% holding in BAA, amounting to EUR 141 million, and<br />

the remeasurement of the investment retained (49.99%) at<br />

fair value, amounting to EUR 706 million. In turn, this gain<br />

consisted of the amount of the gain itself, i.e. EUR 1,344<br />

million, and the transfer from reserves to profit or loss in<br />

relation to translation differences and valuation adjustments<br />

arising on derivatives that the investment had given rise to at<br />

the date of sale, amounting to EUR -497 million (see Note 30).<br />

2.2 Equity Method<br />

Since the date of the sale, the 49.99% ownership interest in<br />

BAA has been accounted for using the equity method, which<br />

led to a very significant change in the structure of the<br />

consolidated statement of financial position and in the main<br />

aggregates in the consolidated income statement.<br />

2.3 Treatment as a discontinued operation<br />

As indicated in IFRS 5.36A, an entity that sells an investment<br />

in a subsidiary involving loss of control must treat the<br />

operation as a discontinued operation, provided that the<br />

subsidiary constitutes a major line of business.<br />

Based on IFRS 5, the operation was treated as a discontinued<br />

operation, despite the fact that, following the transaction, the<br />

asset continued to be a strategic asset for the Group and the<br />

Group maintains a significant degree of continuing involvement<br />

in its management.<br />

Presentation in the consolidated income statement<br />

on the divestment and the profit or loss generated by the<br />

operations of the subsidiary until control was lost, which<br />

involves the exclusion from consolidation in both years the<br />

income statement of the operation reported, including the net<br />

profit or loss generated in a single line item.<br />

In this regard, as required by IFRS 5, the heading “Net Profit<br />

or Loss from Discontinued Operations (Exclusion from<br />

Consolidation of BAA)" includes:<br />

-Under “Disposal Gain”, the gain mentioned in Note 1.2.1<br />

generated in 2011.<br />

-Under “Profit or Loss of BAA”, the net profit or loss of BAA for<br />

the whole of 2010 and for the period elapsed in 2011 up to the<br />

date of sale of the 5.88% ownership interest (October 2011).<br />

The profit or loss from that date started to be accounted for<br />

using the equity method.<br />

-Presentation in the consolidated statement of<br />

financial position<br />

Unlike the case of the consolidated income statement, for<br />

comparison purposes IFRS 5 does not permit the exclusion<br />

from consolidation of the investment in the consolidated<br />

statement of financial position for 2010 and, therefore, all the<br />

line items are fully consolidated in that consolidated statement<br />

of financial position.<br />

However, in order to provide a better understanding of the<br />

impact of the exclusion from consolidation of BAA for the<br />

purposes of the consolidated statement of financial position, in<br />

the various Notes that analyse the changes between 2010 and<br />

2011 in the line items in the consolidated statement of<br />

financial position, a line item called "Exclusion from<br />

Consolidation of BAA" has been included in order to separate<br />

this impact.<br />

- Consolidated statement of cash flows<br />

In line with the stance followed in relation to the consolidated<br />

income statement and as required by IFRS 5, the changes<br />

relating to BAA are excluded from the consolidated statements<br />

of cash flows for both 2010 and 2011. At the end of the<br />

financial statement reported, a detail of the cash flows<br />

generated by BAA is presented as cash flows from<br />

discontinued operations.<br />

- Consolidated statement of comprehensive income and<br />

consolidated statement of changes in equity<br />

In line with the stance followed in relation to the consolidated<br />

income statement and as required by IFRS 5, a separate line<br />

item called "Discontinued Operations" is presented showing<br />

the effects generated by BAA in the ten-month period in 2011<br />

up to the date of the divestment and concomitant change of<br />

method of accounting for the investment retained. The impacts<br />

relating to the last two months of the year are presented in the<br />

line relating to companies accounted for using the equity<br />

method.<br />

The main effect on the consolidated financial statements of<br />

treating the operation as a discontinued operation is the<br />

obligation to recognise in a single line item in the consolidated<br />

income statements for both 2011 and 2010 the net gain or loss<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 8


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

2.4 Disclosures concerning BAA<br />

In order to cover all the disclosures required and avoid<br />

duplication of information between the disclosures required by<br />

accounting legislation for discontinued operations and<br />

investments accounted for using the equity method, Note 10<br />

on "Investments in Companies Accounted for Using the Equity<br />

Method" contains an analysis of the balance sheet and income<br />

statement of BAA and of the main changes therein in 2011.<br />

3. Summary of the main accounting policies<br />

3.1 Basis of preparation<br />

New<br />

interpretations<br />

Approved for use by the EU<br />

Amendment to<br />

IFRIC 14<br />

IFRIC 19<br />

Prepayments of a Minimum<br />

Funding Requirement<br />

Extinguishing Financial<br />

Liabilities with Equity<br />

Instruments<br />

Mandatory<br />

application in<br />

annual<br />

reporting<br />

periods<br />

beginning on or<br />

after :<br />

1 January 2011<br />

1 July 2010<br />

The accompanying financial statements were obtained from<br />

the Company’s accounting records and are presented in<br />

compliance with the regulatory financial reporting framework<br />

applicable to the Company and, accordingly, present fairly the<br />

Company’s equity, financial position and results of operations.<br />

The regulatory framework is provided for in International<br />

Financial <strong>Report</strong>ing Standards (IFRSs) approved by Regulation<br />

(EC) no. 1606/2002 of the European Parliament and of the<br />

Council of 19 July 2002.<br />

Set out below is a brief reference of the content of these new<br />

standards and interpretations. None of these new rules had a<br />

significant impact on the preparation of these consolidated<br />

financial statements:<br />

- IAS 32 (Amended), Financial Instruments: Presentation:<br />

amends the accounting treatment of rights, options and<br />

warrants denominated in a currency other than the<br />

functional currency.<br />

3.1.a) New standards, amendments and interpretations<br />

adopted by the European Union mandatorily applicable<br />

in 2011<br />

The new accounting rules approved by the European Union<br />

that were mandatorily applicable for the first time in 2011 are<br />

as follows:<br />

New standards<br />

and amendments<br />

Mandatory<br />

application in<br />

annual reporting<br />

periods beginning<br />

on or after:<br />

Approved for use by the EU<br />

Amendments to IAS 32 Financial Instruments: 1 February 2010<br />

Presentation -<br />

Classification of Rights<br />

Issues<br />

Revision of IAS 24 Related Party Disclosures 1 January 2011<br />

Improvements to IFRS<br />

(issued in May 2010)<br />

Amendments to various<br />

standards<br />

Mostly 1 January<br />

2011, some 1 July<br />

2010<br />

- IAS 24 (Revised), Related Party Disclosures: extends the<br />

definition of “related party” and removes the requirements<br />

for government related entities to disclose details of all<br />

transactions with the government and other governmentrelated<br />

parties.<br />

- IFRIC 14 (Amended), IAS 19 — The Limit on a Defined<br />

Benefit Asset, Minimum Funding Requirements and their<br />

Interaction: the prepayment of minimum funding<br />

requirement contributions may give rise to an asset.<br />

- IFRIC 19, Extinguishing Financial Liabilities with Equity<br />

Instruments: treatment of the extinguishment of financial<br />

liabilities through the issue of equity instruments.<br />

3.1.b) New standards, amendments and interpretations<br />

mandatorily applicable in annual reporting periods<br />

subsequent to 2011:<br />

The new accounting rules approved in 2011 and which are not<br />

yet mandatorily applicable are as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 9


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

New Standards,<br />

amendments and<br />

interpretations<br />

Approved for use in the EU<br />

Amendment to IFRS 7 Financial Instruments:<br />

Disclosures- Transfers of<br />

Financial Assets<br />

Not yet approved for use in the EU<br />

IFRS 9<br />

Financial Instruments:<br />

Classification and<br />

Measurement<br />

Amendments to IAS 12 Income tax - Deferred Taxes<br />

Arising from Investment<br />

Property<br />

Mandatory<br />

application in<br />

annual reporting<br />

periods<br />

beginning<br />

on or after:<br />

1 July 2011<br />

1 January 2015<br />

1 January <strong>2012</strong><br />

IFRS 10<br />

Consolidated Financial<br />

1 January 2013<br />

Statements<br />

IFRS 11 Joint Arrangements 1 January 2013<br />

IFRS 12<br />

Disclosure of Interests in<br />

Other Entities<br />

1 January 2013<br />

IFRS 13 Fair Value Measurement 1 January 2013<br />

IAS 27 (Revised) Separate Financial Statements 1 January 2013<br />

IAS 28 (Revised) Investments in Associates and 1 January 2013<br />

Joint Ventures<br />

Amendments to IAS 1 Presentation of Items of Other 1 January <strong>2012</strong><br />

Comprehensive Income<br />

Amendments to IAS 19 Employee Benefits 1 January 2013<br />

Amendments to IFRS 9<br />

and IFRS 7<br />

Amendment to IAS 32<br />

Amendments to IFRS 7<br />

IFRIC 20<br />

Mandatory Effective Date and<br />

Transition Disclosures<br />

Offsetting Financial Assets<br />

and Financial Liabilities<br />

Offsetting Financial Assets<br />

and Financial Liabilities<br />

Stripping Costs in the<br />

Production Phase of a Surface<br />

Mine<br />

N/A<br />

1 January 2014<br />

1 January 2013<br />

1 January 2013<br />

- IFRS 7 (Amended), Financial Instruments: Disclosures:<br />

extends and reinforces the disclosures on transfers of<br />

financial assets.<br />

- IFRS 9, Classification and Measurement: replaces the IAS<br />

39 classification, measurement and derecognition<br />

requirements for financial assets and liabilities<br />

- IAS 12 (Amended), Income Taxes: on the measurement of<br />

deferred taxes arising from investment property using the<br />

fair value model in IAS 40.<br />

- IFRS 10, Consolidated Financial Statements: supersedes<br />

the requirements relating to consolidated financial<br />

statements in IAS 27.<br />

- IFRS 11, Joint Arrangements: supersedes IAS 31 on joint<br />

ventures, limiting the application of proportionate<br />

consolidation to entities in which the liability of the<br />

shareholders is not limited to the capital and in which<br />

there are rights and obligations relating to the entities'<br />

assets and liabilities (joint operations). In all other<br />

situations (joint ventures) the equity method must be<br />

used.<br />

- IFRS 12, Disclosure of Interests in Other Entities: single<br />

IFRS presenting the disclosure requirements for interests<br />

in subsidiaries, associates, joint arrangements and<br />

unconsolidated entities.<br />

- IFRS 13, Fair Value Measurement: sets out the framework<br />

for fair value measurement.<br />

- IAS 27 (Revised), Separate Financial Statements: the IAS<br />

is revised, since as a result of the issue of IFRS 10 it<br />

applies only to the separate financial statements of an<br />

entity.<br />

- IAS 28 (Revised), Investments in Associates and Joint<br />

Ventures: revision in conjunction with the issue of IFRS<br />

11, Joint Arrangements.<br />

- IAS 1 (Amended), Presentation of Financial Statements:<br />

minor amendments in relation to the presentation of items<br />

in other comprehensive income, with the requirement to<br />

present separately the items that will be reclassified<br />

(recycled) to income statement in subsequent periods<br />

from those that will not be reclassified.<br />

- IAS 19 (Amended), Employee Benefits: the amendments<br />

affect basically the presentation of cost components in the<br />

income statement; specifically, must be recognised in the<br />

income statement the net interest arising from applying to<br />

the deficit or surplus the interest rate used to discount the<br />

obligations.<br />

- Amendments to IFRS 9 and IFRS 7, Mandatory Effective<br />

Date and Transition Disclosures: deferral of the effective<br />

date of IFRS 9 and amendments to transition<br />

requirements and disclosures.<br />

- IAS 32 (Amended), Financial Instruments: Presentation<br />

and IFRS 7 (Amended), Financial Instruments:<br />

Disclosures: additional clarifications on the rules in IAS 32<br />

for offsetting financial assets and financial liabilities and<br />

introduction of new associated disclosures in IFRS 7.2.<br />

At the date of presentation of these consolidated financial<br />

statements Group management is evaluating the impact that<br />

the application of these standards might have on the Group's<br />

consolidated financial statements.<br />

3.2 Basis of consolidation<br />

In 2011 and 2010 all the separate financial statements of all<br />

the companies included in the scope of consolidation either<br />

referred to the same reporting date or were temporarily<br />

brought into line with those of the Parent. Moreover, in order<br />

to present uniformly the items included in these consolidated<br />

financial statements, uniformity adjustments were made on the<br />

basis of the Parent’s accounting policies. The consolidated<br />

financial statements were prepared using the following<br />

methods:<br />

a. Full consolidation: all the subsidiaries are fully<br />

consolidated. Subsidiaries are companies over whose<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 10


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

management <strong>Ferrovial</strong>, S.A. holds effective control because<br />

it holds more than 50% of the voting power, directly or<br />

indirectly through agreements with other shareholders.<br />

When assessing whether <strong>Ferrovial</strong> controls a company, the<br />

existence and effects of potential voting rights which may<br />

be currently exercised or converted are taken into account.<br />

A subsidiary is included in the scope of consolidation when<br />

the Group formally obtains effective control.<br />

b. Equity method: the equity method is used to account for<br />

all the companies over which <strong>Ferrovial</strong> S.A. has a<br />

significant influence. Also accounted for using this method,<br />

pursuant to the alternative provided for in IAS 31, are the<br />

other companies over which <strong>Ferrovial</strong>, S.A. holds joint<br />

control. In the latter case, the Company considers that the<br />

equity method is the method that best ensures fair<br />

presentation, since in these cases of joint control the<br />

Company does not control the assets or have any present<br />

obligation with respect to the liabilities of the investee, but<br />

rather only effectively controls the ownership interest in<br />

the entity. The new IFRS 11, Joint Arrangements, which<br />

will come into force on 1 January 2013, also takes this<br />

stance in relation to joint arrangements.<br />

c. Proportionate consolidation: the contracts that are<br />

undertaken through unincorporated temporary joint<br />

ventures (UTEs) or similar entities are proportionately<br />

consolidated. Unlike the previous case, it is considered that<br />

in these cases of joint control, the parties have a direct<br />

involvement in the assets, liabilities, income, expenses and<br />

joint and several liabilities in these entities. Operations of<br />

this nature contributed to the consolidated Group assets,<br />

profits and sales of EUR 1,119 million, EUR 88 million and<br />

EUR 1,255 million, respectively, in 2011 (2010: EUR 917<br />

million; EUR 60 million and EUR 1,280 million,<br />

respectively).<br />

d. Balances and transactions with Group companies:<br />

balances and transactions between Group companies are<br />

eliminated on consolidation. However, the transactions<br />

recognised in the income statement in relation to<br />

construction contracts performed by the Construction<br />

Division for infrastructure project concession operators are<br />

not eliminated on consolidation, since contracts of this kind<br />

are treated as construction contracts under which the<br />

Group performs work for the concession grantor or<br />

regulator in exchange for the right to operate the<br />

infrastructure under the terms pre-established by the<br />

grantor or regulator. The grantor or regulator thus controls<br />

the asset from inception and grants the above-mentioned<br />

right in exchange for the work performed, and, therefore,<br />

the conclusion may be reached that at Group level the<br />

work is performed for third parties. This is in line with<br />

IFRIC 12. The detail of the transactions not eliminated on<br />

the basis of the foregoing is shown in Note 35 on<br />

"Information on Transactions with Related Parties".<br />

rates prevailing when they joined the Group. Income and<br />

expenses are translated at the cumulative average<br />

exchange rates for the year. Differences arising during the<br />

aforementioned translation process are recognised in<br />

equity under "Translation Differences".<br />

Appendix I contains a list of subsidiaries, associates and joint<br />

ventures.<br />

3.3 Accounting policies applied to each item in the<br />

consolidated statement of financial position and<br />

consolidated income statement<br />

3.3.1 Intangible assets<br />

Intangible assets in the accompanying consolidated statement<br />

of financial position are initially carried at acquisition or<br />

production cost, including capitalisable borrowing costs, and<br />

are subsequently measured at cost less accumulated<br />

amortisation and any impairment losses. Intangible assets with<br />

a finite useful life are amortised on a straight-line basis, or<br />

based on estimated traffic in the case of administrative<br />

concessions over the concession term.<br />

Intangible assets with an indefinite useful life are not amortised<br />

and are tested annually for impairment.<br />

3.3.2 Investments in infrastructure projects<br />

This line item includes the investments made by infrastructure<br />

concession operators under the scope of IFRIC 12 (mainly toll<br />

roads).<br />

It also includes intangible assets and investment property used<br />

in projects of this nature.<br />

The assets acquired by the concession operator to provide the<br />

concession services but which do not form part of the<br />

infrastructure (vehicles, furniture, computer hardware, etc.) are<br />

not included in this line item. Assets of this nature are classified<br />

on the basis of their nature and are depreciated over their<br />

useful life, using a method that reflects their economic use.<br />

e. Translation of financial statements in currencies<br />

other than the euro: the financial statements of<br />

consolidated subsidiaries and joint ventures whose<br />

accounting records are denominated in a currency other<br />

than the euro are translated to euros by applying the yearend<br />

exchange rates to all items in their statements of<br />

financial position, except for equity and investments in<br />

Group companies, which are translated at the exchange<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 11


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Amortisation and depreciation methods:<br />

Toll road concessions:<br />

IFRIC 12 - Intangible asset model<br />

All initial investments relating to the infrastructure that is<br />

subsequently returned to the grantor, including expropriation<br />

costs and borrowing costs capitalised during construction, are<br />

amortised on the basis of the expected pattern of consumption<br />

applicable in each case (e.g., forecast vehicle numbers in the<br />

case of toll roads) over the term of the concession.<br />

The investments contractually agreed on at the start of the<br />

concession on a final and irrevocable basis to be made at a<br />

later date during the term of the concession, and provided they<br />

are not investments made to upgrade infrastructure, are<br />

considered to be initial investments. For investments of this<br />

nature, an asset and an initial provision are recognised for the<br />

present value of the future investment, applying a discount rate<br />

to calculate the present value that is equal to the cost of the<br />

borrowings associated with the project. The asset is amortised<br />

based on the pattern of consumption over the entire term of<br />

the concession and the provision is increased by the related<br />

interest cost during the period until the investment is made.<br />

Where a payment is made to the grantor to obtain the right to<br />

operate the concession, this amount is also amortised based on<br />

the pattern of consumption over the concession term.<br />

A provision is recognised for replacement investments, which<br />

must have been set up in full by the time the investment<br />

becomes operational. The provision is recognised on the basis<br />

of the pattern of consumption over the period in which the<br />

obligation arises, on a time proportion basis.<br />

Infrastructure upgrade investments are those that increase the<br />

infrastructure's capacity to generate revenue or reduce its<br />

costs. In the case of investments that will be recovered over<br />

the concession term, since the upgrade investments increase<br />

the capacity of the infrastructure, they are treated as an<br />

extension of the right granted and, therefore, they are<br />

recognised in the consolidated statement of financial position<br />

when they come into service. They are amortised as from the<br />

date on which they come into service based on the difference<br />

in the pattern of consumption arising from the increase in<br />

capacity. However, if, on the basis of the terms and conditions<br />

of the concession, these investments will not be offset by the<br />

possibility of obtaining increased revenue from the date on<br />

which they are made, a provision will be recognised for the<br />

best estimate of the present value of the cash outflow required<br />

to settle the obligations related to the investment that will not<br />

be offset by the possibility of obtaining increased revenue from<br />

the date on which the investments are made. The balancing<br />

item is a higher acquisition cost of the intangible asset.<br />

In the case of the proportional part of the upgrade or increase<br />

in capacity that is expected to be recovered through the<br />

generation of increased future revenue, the general accounting<br />

treatment used for investments that will be recovered in the<br />

concession term will be applied.<br />

Set forth below are details of the main toll road concessions in<br />

force, showing their duration and the accounting method<br />

applied:<br />

Concession operator<br />

Country<br />

Concession<br />

term<br />

First year<br />

of<br />

concession<br />

Consolidation<br />

method<br />

Skyway Concession Co. US 99 2005 Full<br />

SH 130 Concession Co. (1) US 50 2007 Full<br />

North Tarrant Express (2) US 52 2009 Full<br />

LBJ Express (2) US 52 2009 Full<br />

Autopista del Sol Spain 55 1996 Full<br />

M-203 Alcalá O'Donnell Spain 30 2005 Full<br />

Autopista Madrid Sur Spain 65 2000 Full<br />

Autopista Madrid-Levante (3) Spain 36 2004 Full<br />

EuroScut Algarve Portugal 30 2000 Full<br />

Euroscut Azores Portugal 30 2006 Full<br />

Eurolink Motorway Operations Ireland 30 2003 Full<br />

407 ETR Internacional Inc. Canada 99 1999<br />

Equity<br />

method<br />

Indiana Toll Roads US 75 2006<br />

Equity<br />

method<br />

Nea Odos and Central Greece Greece 30 2007-2008<br />

Equity<br />

method<br />

(1) Concession term of 50 years as from completion of the<br />

construction work, estimated at five years.<br />

(2) Concession term of the shorter of 50 years of operation and 52<br />

years as from the contract execution date.<br />

(3) The concession term may be extended by four years if certain<br />

service quality parameters are achieved.<br />

3.3.3 Property, plant and equipment<br />

The assets included in “Plant, Property and Equipment” in the<br />

accompanying consolidated statement of financial position are<br />

carried at acquisition or production cost, less the related<br />

accumulated depreciation and any accumulated impairment<br />

losses.<br />

In-house work on property, plant and equipment is valued, for<br />

each investment, by adding the direct or indirect costs allocable<br />

to the investment to the cost of the materials used.<br />

Borrowing costs incurred during the construction or production<br />

period, before the assets are ready to come into operation, are<br />

capitalised, whether they derive from borrowings arranged<br />

specifically to acquire the assets or from funds borrowed<br />

generally used to obtain a qualifying asset as defined in IAS 23.<br />

The Group companies calculate the depreciation on property,<br />

plant and equipment using the method that best approximates<br />

the effective technical decline in value and the estimated years<br />

of useful life of each asset. The straight-line method is<br />

generally employed, with the exception of certain Construction<br />

business machinery, which is depreciated using the diminishing<br />

balance method. The useful lives and residual values of these<br />

assets are reviewed annually. The consolidated companies<br />

depreciate their property, plant and equipment basically over<br />

the following years of useful life:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 12


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Years of useful life<br />

Buildings and other structures 10-50<br />

Machinery, fixtures and tools 2-25<br />

Furniture 2-15<br />

Transport equipment 3-20<br />

Other items of property, plant and equipment 2-20<br />

3.3.4 Investment in infrastructure projects<br />

“Investment in infrastructure projects” includes the net values<br />

of land, buildings and other structures that fulfil the<br />

requirements of IAS 40. Investment property is carried at<br />

acquisition cost less accumulated depreciation and any<br />

impairment losses. The Group does not apply the fair value<br />

model permitted by IAS 40. The Group companies depreciate<br />

investment property on a straight-line basis over the estimated<br />

useful life of the property (between 5 and 50 years).<br />

3.3.5 Impairment losses<br />

The Group tests goodwill and intangible assets with indefinite<br />

useful lives and intangible assets not yet available for use for<br />

impairment annually. At each reporting date the Group tests<br />

depreciable assets for permanent impairment that might make<br />

it necessary to write-down the assets. Should evidence of<br />

impairment be detected, the asset’s recoverable amount is<br />

calculated in order to identify the extent of the impairment loss<br />

if the recoverable amount is lower than the carrying amount of<br />

the asset, and the difference is recognised in the income<br />

statement. Impairment losses must be assessed for each<br />

individual asset. If this is not possible, the impairment loss is<br />

determined for the smallest identifiable group of assets that<br />

generates cash inflows that are largely independent of the cash<br />

inflows from other assets (cash-generating units).<br />

lease payments. The interest rate implicit in the lease is used to<br />

calculate the present value of the lease payments. The cost of<br />

the assets held under finance leases is presented in the<br />

consolidated statement of financial position on the basis of the<br />

nature of the leased asset.<br />

When the Group acts as the lessee in an operating lease, lease<br />

costs are taken to profit or loss on a straight-line basis over the<br />

lease term, irrespective of the payment periods stipulated in<br />

the lease. If that the lessor has established incentives in the<br />

lease consisting of payments corresponding to the lessee but<br />

made by the lessor, the income deriving from these incentives<br />

is recognised in the income statement as a reduction of the<br />

costs of the lease on the same straight-line basis as that used<br />

to recognise the costs in the income statement.<br />

3.3.7 Financial assets<br />

a. Financial assets at fair value through profit or loss:<br />

these are assets acquired mainly to generate a profit as a<br />

result of fluctuations in their value. They are stated at their<br />

fair value on acquisition and at subsequent measurement<br />

dates, and any changes are recognised directly in the<br />

consolidated income statement. The assets in this category<br />

are classified as current assets if they are expected to be<br />

realised within twelve months from the reporting date.<br />

There are no assets at fair value through profit or loss<br />

other than the derivative financial instruments described in<br />

Note 3.3.8.<br />

b. Available-for-sale financial assets: this category<br />

includes securities acquired that are not held for immediate<br />

trading and have no fixed maturity and relate mainly to<br />

investments in companies not included in the Group’s<br />

scope of consolidation. They are carried at their underlying<br />

carrying amount, unless there is better evidence to the<br />

contrary, in which case they are carried at their fair value.<br />

Recoverable amount is the higher of fair value less costs to sell<br />

and value in use. Value in use is calculated on the basis of<br />

estimated future cash flows discounted at a rate that reflects<br />

current market assessments of the time value of money and<br />

the risks specific to the asset.<br />

Where an impairment loss subsequently reverses, the carrying<br />

amount of the asset is increased up to the limit of the original<br />

amount at which the asset had been carried before the<br />

impairment loss was recognised. An impairment loss recognised<br />

for goodwill must not be reversed in a subsequent period.<br />

3.3.6 Leases<br />

Leases are classified as finance leases whenever the terms of<br />

the lease transfer substantially all the risks and rewards of<br />

ownership to the Group, which generally has the option of<br />

acquiring the asset at the end of the lease term under the<br />

terms agreed on when the lease was arranged. All other leases<br />

are classified as operating leases.<br />

The Group recognises finance leases as assets and liabilities in<br />

the consolidated statement of financial position at the<br />

commencement of the lease term, at the lower of the market<br />

value of the leased asset and the present value of the minimum<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 13


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

c. Held-to-maturity investments and accounts<br />

receivable:<br />

Financial asset model provided for in IFRIC 12<br />

This line item includes the service concession<br />

arrangements related to infrastructure in which the<br />

consideration consists of an unconditional contractual right<br />

to receive cash or another financial asset, either because<br />

the grantor guarantees to pay the operators specified or<br />

determinable amounts or because it guarantees to pay the<br />

operator the shortfall between amounts received from<br />

users of the public service and specified or determinable<br />

amounts. Therefore, these are concession arrangements in<br />

which demand risk is borne in full by the grantor. In these<br />

cases, the amount payable by the grantor is recognised in<br />

assets in the consolidated statements of financial position<br />

as a loan or a receivable.<br />

To calculate the amount payable by the grantor, the value<br />

of the construction, operation and/or maintenance services<br />

provided and the interest implicit in arrangements of this<br />

nature are taken into consideration.<br />

Revenue from the services provided in each period<br />

increases the amount of the related receivables with a<br />

credit to sales. The interest on the consideration for the<br />

services provided increases the amount of the receivables<br />

with a credit to other operating income. Amounts received<br />

from the grantor reduce the total receivable with a charge<br />

to cash.<br />

Set forth below are details of the main toll road<br />

concessions in force to which the financial asset model is<br />

applied, showing their duration and the consolidation<br />

method applied:<br />

Concession Country Concession First year of Consolidation<br />

operator<br />

term concession method ii.<br />

Terrasa Manresa Spain 50 1986 Full<br />

Toll Road<br />

Norte Litoral Toll Spain 30 2001 Full<br />

Road<br />

Eurolink M3 Ireland 30 2003 Full<br />

Financial assets are derecognised when the risks and<br />

rewards of ownership of the financial asset are<br />

substantially transferred. In the specific case of<br />

receivables, this is deemed to occur when the default and<br />

delinquency risks have been transferred.<br />

3.3.8 Derivative financial instruments<br />

Derivative financial instruments are initially recognised at fair<br />

value on the date they are arranged. Subsequent changes in<br />

fair value are also recognised at each reporting date. The<br />

method used to recognise gains or losses on derivatives<br />

depends on whether the instrument has been designated as a<br />

hedging instrument and, as the case may be, on the type of<br />

hedge involved. The Group uses the following types of hedge:<br />

i. Cash flow hedge: a cash flow hedge hedges exposure to<br />

highly probable future transactions and changes in cash<br />

flows. When there is overhedging (effectiveness of<br />

between 80% and 100%), the gain or loss on the<br />

ineffective portion of the hedging instrument is taken to<br />

the consolidated income statement and the gain or loss on<br />

the effective portion is recognised directly in other<br />

comprehensive income. When there is underhedging<br />

(effectiveness of between 100% and 125%) the gain or<br />

loss on the effective portion is recognised in other<br />

comprehensive income, while those on the ineffective<br />

portion will not have any effect either on other<br />

comprehensive income or income statement. The amount<br />

deferred in other comprehensive income is not recognised<br />

in the income statement until the gains or losses on the<br />

hedged transactions are recognised in income statement or<br />

until the transactions mature. That amount is recognised in<br />

the same line item as the gain or loss on the hedged item.<br />

Lastly, should the hedge become ineffective, the amount<br />

recognised in other comprehensive income until then is<br />

taken to income statement proportionately over the term<br />

of the derivative arranged.<br />

Fair value hedge: a fair value hedge hedges exposure to<br />

changes in the value of a recognised asset or liability or a<br />

firm commitment relating to a future transaction. The loss<br />

or gain on the hedging instrument and the loss or gain on<br />

the hedged asset or liability is recognised in income<br />

statement.<br />

Other receivables<br />

Held-to-maturity investments, loans granted and<br />

receivables are initially recognised at fair value and are<br />

subsequently measured at amortised cost, and any<br />

accrued interest is recognised on the basis of the effective<br />

interest rate. The effective interest rate is the discount rate<br />

that exactly matches the carrying amount of a financial<br />

instrument to all its estimated cash flows of all kinds<br />

through its residual life. If at year-end there is objective<br />

evidence that not all amounts receivable will be collected,<br />

the necessary impairment losses are recognised. The<br />

amount of the impairment loss is the difference between<br />

the carrying amount of the asset and the present value of<br />

the estimated future cash flows, discounted at the<br />

effective interest rate.<br />

iii.<br />

Hedge of net investments in foreign operations: Hedges of<br />

this nature hedge exposure to changes in the value of net<br />

investments in foreign operations attributable to foreign<br />

exchange fluctuations. Gains or losses are recognised in<br />

other comprehensive income and taken to income<br />

statement when the investment is sold or matures.<br />

Gains or losses arising from changes in fair value of derivatives<br />

not qualifying for hedge accounting are recognised in the<br />

consolidated income statement.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 14


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

3.3.9 Business combinations and goodwill<br />

Business combinations are accounted for using the acquisition<br />

method, whereby the identifiable assets and liabilities of the<br />

business acquired are recognised at fair value. Goodwill is the<br />

positive difference between the cost of the investment and the<br />

fair value of the above-mentioned assets and liabilities. In<br />

acquisitions of associates, goodwill generated is treated as an<br />

addition to the value of the investment. Goodwill on<br />

consolidation is not amortised and is tested for impairment (see<br />

Note 3.3.5).<br />

3.3.10 Inventories<br />

Inventories are initially recognised at acquisition or production<br />

cost. Borrowing costs relating to inventories are capitalised<br />

during the construction or production period. Inventories are<br />

subsequently measured at the lower of weighted average cost<br />

and net realisable value.<br />

The Group determines the net realisable value of inventories<br />

and recognises all the necessary write-downs where cost<br />

exceeds net realisable value.<br />

3.3.11 Cash and cash equivalents<br />

Cash and cash equivalents include cash on hand, demand<br />

deposits at banks and other short-term, highly liquid<br />

investments with an initial maturity of three months or less.<br />

“Cash and Cash Equivalents” includes investments of the same<br />

nature and with the same maturity assigned to the financing of<br />

certain infrastructure projects, where the availability of the<br />

cash is restricted by the financing contracts as security for<br />

certain payment obligations relating to interest payments or<br />

principal repayments as well as infrastructure payments and<br />

operation.<br />

3.3.12 Non-current assets classified as held for sale<br />

and discontinued operations<br />

a. Non-current assets classified as held for sale: noncurrent<br />

assets are classified as held for sale when it is<br />

considered that their carrying amount will be recovered<br />

through a sale transaction rather than through continuing<br />

use. This condition is regarded as met only when the sale<br />

is highly probable, the asset is available for immediate sale<br />

in its present condition and the sale is expected to be<br />

completed within one year from the date of classification.<br />

The total balance of these assets is presented in a single<br />

line item and is measured at the lower of the carrying<br />

amount of the assets and their fair value less costs to sell.<br />

The assets are no longer depreciated once they have been<br />

classified as held for sale. Gains or losses on these assets<br />

are recognised in the income statement based on the basis<br />

of the nature of the related items.<br />

An entity that is committed to a sale plan involving loss of<br />

control of a subsidiary must classify all the assets and<br />

liabilities of that subsidiary as held for sale when the<br />

criteria set out in the preceding paragraph are met,<br />

regardless of whether the entity will retain a noncontrolling<br />

interest in its former subsidiary after the sale.<br />

b. Discontinued operations: a discontinued operation is a<br />

component of an entity that has either been disposed of or<br />

is classified as held for sale, and represents a complete<br />

segment for the consolidated Group, is part of a single coordinated<br />

plan or is a subsidiary acquired exclusively with a<br />

view to resale. The total profit or loss of discontinued<br />

operations, for both the current reporting period and those<br />

presented comparing with the current period, is presented<br />

net of tax in the income statement, comprising the total of:<br />

- The post-tax profit or loss of discontinued operations.<br />

- The post-tax gain or loss recognised on the disposal.<br />

3.3.13 Equity<br />

Ordinary shares are classified as equity. Incremental costs<br />

directly attributable to the issue of new shares are deducted,<br />

net of taxes, from equity. Acquisitions of the Parent’s treasury<br />

shares are deducted from equity for the amount of the<br />

consideration paid, including the attributable costs associated<br />

with the acquisitions. When treasury shares are sold or<br />

reissued, any amount received is taken, net of costs, to equity.<br />

3.3.14 Grants<br />

Grants are recognised at their fair value when there is<br />

reasonable assurance that the grant will be received and the<br />

Group fulfils all the conditions attaching to them. Grants related<br />

to assets are recognised as non-current liabilities under<br />

“Deferred Income”, and are credited to the consolidated<br />

income statement on a straight-line basis over the estimated<br />

useful lives of the related assets.<br />

3.3.15 Provisions and contingent liabilities<br />

The Group recognises a provision for a commitment or<br />

obligation to a third party that meets the following<br />

requirements: it is a present obligation arising from past<br />

events, the settlement of which is expected to result in an<br />

outflow of resources and the amount or timing of which are not<br />

known for certain but can be estimated sufficiently reliably. The<br />

provisions include most notably the following:<br />

<br />

<br />

Provisions for budgeted losses in the Construction business<br />

covering a probable loss identified before completion of<br />

the related contract.<br />

Provisions for the closure and post-closure of landfills in<br />

the Services business, since the Company is required to<br />

close the landfill when it reaches maximum capacity. These<br />

provisions cover estimated closure costs and waste<br />

treatment costs during the post-closure period, in<br />

accordance with technical estimates based on the landfill’s<br />

capacity, average density and other parameters.<br />

A contingent liability is a possible obligation arising from past<br />

events whose existence will be confirmed only by the<br />

occurrence or non-occurrence of one or more future events not<br />

wholly within the control of the consolidated companies.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 15


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Contingent liabilities are not recognised, but the most<br />

significant are disclosed in these notes (see Note 24 on<br />

"Contingent Liabilities").<br />

3.3.16 Pension obligations<br />

a. Defined contribution plans: contributions are recognised<br />

each year as an expense.<br />

b. Defined benefit plans: the liability recognised in the<br />

statement of financial position for defined benefit plans is the<br />

present value of the defined benefit obligation at the end of the<br />

reporting period, minus the fair value of plan assets and any<br />

past service cost not yet recognised. The defined benefit<br />

obligation is measured annually by independent actuaries using<br />

the projected unit credit method. The defined benefit obligation<br />

is measured by discounting estimated future cash outflows on<br />

the basis of market yields on high quality corporate bonds of a<br />

currency and term consistent with the currency and term of the<br />

defined benefit obligations.<br />

Actuarial gains and losses comprise experience adjustments<br />

(measuring the effects of differences between the previous<br />

actuarial assumptions and what has actually occurred) and the<br />

effects of changes in actuarial assumptions. As a result of the<br />

amendments to IAS 19, in 2006 the Group availed itself of the<br />

alternative contained in the new wording of IAS 19 whereby<br />

the entire actuarial gain or loss may be recognised directly in<br />

equity, through the consolidated statement of comprehensive<br />

income in the period in which it arises.<br />

In the event of changes in the characteristics of the plan, if as<br />

a result of changes in the obligations the rights arising<br />

therefrom vest automatically, the past service cost is<br />

recognised immediately in the consolidated income statement.<br />

Where, however, the rights may be cancelled or do not vest,<br />

the cost is recognised on a straight-line basis over the average<br />

period until the benefits become vested.<br />

In the event of a reduction in or the settlement of the plan, any<br />

gains or losses arising from changes in the value of the defined<br />

benefit obligation, changes in the value of the plan assets and<br />

past service costs not yet recognised are recognised<br />

immediately.<br />

3.3.17 Share Based Payment<br />

a. Stock option plans: stock option plans are<br />

measured at fair value when the options are initially<br />

granted using a financial method, based on an<br />

improved binomial model, taking into account the<br />

exercise price, expected volatility, option life, expected<br />

dividends, the risk-free interest rate and the<br />

assumptions made to incorporate the effects of<br />

expected early exercise. The initial fair value is not<br />

subsequently revised. This fair value is recognised<br />

under “Staff Costs” in proportion to the stipulated<br />

period of time during which the employee must<br />

remain at the company, with a balancing entry in<br />

equity.<br />

b. Equity-settled share-based payment: they are<br />

measured at the grant date at the market price of the<br />

shares at that time, deducting therefrom the present<br />

value of expected dividends during the established<br />

vesting period. This fair value is recognised under<br />

“Staff Costs” in proportion to the stipulated period of<br />

time during which the employee must remain at the<br />

company, with a balancing entry in equity.<br />

c. Swaps arranged on share-based payments:<br />

<strong>Ferrovial</strong> arranges swaps exclusively to hedge the<br />

impact on equity of settlement of the stock option<br />

plans. Changes in the fair value of the swaps are<br />

taken to the income statement as they do not qualify<br />

for hedge accounting, as mentioned in Note 25 on<br />

"Fair Value Adjustments".<br />

3.3.18 Financial liabilities<br />

These liabilities are initially recognised at fair value net of<br />

transaction costs and are subsequently measured at amortised<br />

cost using the effective interest method. The effective interest<br />

rate is the rate that exactly discounts estimated future cash<br />

payments through the expected life of the financial instrument<br />

to the net carrying amount of the financial liability. If the<br />

effective interest rate is initially considered to differ from the<br />

market interest rate, the liability is measured based on the<br />

present value of future cash flows at the market rate in the<br />

case of interest-bearing loans. Where no effective interest rate<br />

is specified, the cash flows are also measured using the market<br />

interest rate.<br />

- If existing debts are renegotiated, the financial liability is<br />

not deemed to change significantly when the lender of the<br />

new loan is the same as the initial lender and the present<br />

value of the cash flows, including origination and<br />

arrangement costs, applying the effective interest method<br />

is not more than 10% higher or lower than the present<br />

value of the future cash flows payable on the original<br />

liability calculated using this same method.<br />

- If the lender in the new loan is different from the lender in<br />

the original loan, the carrying amount of the new loan will<br />

be the amount received from the bank less the related<br />

acquisition cost, and the gain or loss for the period will be<br />

deemed to be the difference between that acquisition cost<br />

and the carrying amount of the original loan.<br />

- In the case of syndicated loans, the lenders in the new<br />

loan will be deemed to be the same as in the original loan<br />

provided that a substantial majority of the members of the<br />

syndicated remains unchanged.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 16


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

3.3.19 Income tax and deferred taxes<br />

The term “consolidated income tax” covers all domestic<br />

and foreign taxes applicable to taxable profits. Income tax<br />

also includes other taxes, such as taxes on repatriated profits,<br />

and any other tax calculated on the basis of the accounting<br />

profit.<br />

The income tax expense recognised in the consolidated<br />

financial statements is calculated by aggregating the expense<br />

recognised by each of the consolidated companies, increased<br />

or decreased, as appropriate, by the tax effect of accounting<br />

consolidation adjustments and by temporary differences<br />

between the tax bases of the assets and liabilities and their<br />

carrying amounts in the consolidated financial statements<br />

(balance sheet liability method).<br />

Deferred taxes are not recognised when the transaction has no<br />

effect on the accounting profit or loss or tax base of the<br />

related assets and liabilities. In the case of business<br />

combinations, deferred tax is recognised as a result of the<br />

allocation of the price and the amortisation for tax purposes of<br />

any goodwill generated.<br />

Deferred tax assets and liabilities are calculated using the tax<br />

rates in force at the reporting date and that are expected to<br />

apply in the period in which the asset is realised or the liability<br />

is settled. They are charged or credited to the income<br />

statement, except when they relate to items that are<br />

recognised directly in equity, in which case they are charged<br />

or credited to equity. A deferred tax liability is not recognised<br />

for undistributed profits of subsidiaries when the Group is able<br />

to control the timing of the reversal of the temporary<br />

difference and it is probable that the temporary differences will<br />

not reverse in the foreseeable future. Deferred tax assets and<br />

tax loss carryforwards are recognised when it is probable that<br />

the Company will recover them in the future, regardless of<br />

when they will be recovered, provided this is within the<br />

maximum period provided by law. Deferred tax assets and<br />

liabilities are not discounted and are classified as a non-current<br />

asset or liability respectively. Deferred taxes recognised are<br />

reviewed at the end of each reporting period.<br />

The difference between the income tax expense recognised at<br />

the previous year-end and the income tax expense reported in<br />

the final tax returns filed constitutes a change in accounting<br />

estimates and is recognised as current-year income or<br />

expense.<br />

3.3.20 Translation of foreign currency transactions<br />

Foreign currency transactions performed by Group companies<br />

are translated into the functional currency using the year-end<br />

exchange rates for assets and liabilities and the cumulative<br />

average exchange rates for the year for income statement<br />

items.<br />

3.3.21 Revenue recognition<br />

Revenue is measured at the fair value of the consideration<br />

receivable and represents the amounts receivable for the goods<br />

and services provided in the normal course of business, net of<br />

discounts, refunds, VAT and other sales-related taxes. Revenue<br />

is recognised when the risks and rewards are deemed to have<br />

been transferred. Set out below are details of the methods<br />

applied to recognise revenue in each segment in which<br />

<strong>Ferrovial</strong> operates.<br />

3.3.21.1 Construction business<br />

Construction business revenue is recognised in accordance with<br />

IAS 11, whereby revenue and associated costs are recognised<br />

in the income statement by reference to the stage of<br />

completion of the contract activity at the end of the reporting<br />

period, provided that the outcome of the construction contract<br />

can be estimated reliably. Any expected loss on the<br />

construction contract is recognised as an expense immediately.<br />

The Company habitually examines the work performed, which<br />

is made possible in practice by the existence in all the contracts<br />

of a definition of all the units of output and the price at which<br />

each unit is to be billed. There are budgeting tools for<br />

monitoring variances. At the end of each month, the units<br />

executed in each contract are measured and the output for the<br />

month is recognised as revenue. Contract costs are recognised<br />

on an accrual basis, and the costs actually incurred in<br />

completing of the units of output are recognised as an expense<br />

and those that might be incurred in the future have to be<br />

allocated to the project units completed.<br />

The general policies described above do not apply to<br />

construction projects carried out by Budimex, in which revenue<br />

is recognised on the basis of the stage of completion measured<br />

in terms of the costs incurred.<br />

In exceptional cases, where it is not possible to estimate the<br />

margin for the entire contract, the total costs incurred are<br />

recognised and sales that are reasonably assured with respect<br />

to the completed work are recognised as contract revenue,<br />

subject to the limit of the total contract costs.<br />

Changes to the initial contract require the customer’s technical<br />

and financial approval prior to the issue of billings and<br />

collection of the amounts relating to additional work. The<br />

Group does not recognise revenue from such additional work<br />

until approval is reasonably assured and the revenue can be<br />

measured reliably. The costs associated with these additional<br />

units of output are recognised when incurred.<br />

Initial contract costs incurred in the formalisation of the<br />

principal contract, costs of moving plant to the contract site,<br />

costs incurred in design, assistance and studies, building<br />

insurance costs, perimeter financing costs and other initial<br />

contract costs are recognised as prepaid expenses. These costs<br />

are initially recognised as assets provided that it is probable<br />

that they will be recovered in the future and they are<br />

recognised in the income statement based on actual production<br />

with respect to estimated production under each contract.<br />

Otherwise, the costs are taken directly to the income<br />

statement.<br />

Late-payment interest arising from delays in the collection of<br />

billings is recognised when it is probable that the interest will<br />

be collected and the amount may be measured reliably.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 17


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

3.3.21.2 Toll road business<br />

The arrangements included in this line of business are<br />

accounted for in accordance with IFRIC 12, used as a basis for<br />

classifying the assets used in such arrangements on the basis<br />

of the intangible asset model and the financial asset model<br />

(bifurcated arrangements can also exist).<br />

It should be noted in this connection that in the case of IFRIC<br />

12 financial assets the income from the concessions that apply<br />

this model is classified as "Other Operating Income”, in<br />

accordance with IAS 18.7, Revenue. Under IAS 18, revenue is<br />

the gross inflow of economic benefits during the period arising<br />

in the course of the ordinary activities of an entity when those<br />

inflows result in increases in equity. In this regard, it can be<br />

considered that the income from concessions of this type<br />

should be classified as revenue, since it forms part of the<br />

ordinary concession activity and is earned on a regular and<br />

periodic basis.<br />

At 31 December 2011 and 2010, the consideration recognised<br />

as revenue amounted to EUR 155 million and EUR 119 million,<br />

respectively. Also, the borrowing costs associated with the<br />

financing of the concessions to which the financial asset model<br />

is applied amounted to EUR 75 million and EUR 73 million,<br />

respectively.<br />

3.3.21.3 Service businesses<br />

In general, revenue from services of this nature is recognised<br />

in the income statement on a straight-line basis over the term<br />

of the contract. In the case of contracts for a number of<br />

different services and prices, revenue and costs are recognised<br />

with reference to the stage of completion, applying the same<br />

methods and conditions as those described for the<br />

Construction business. Where this is not possible, the<br />

percentage of completion method is used based on the costs<br />

incurred as a percentage of total estimated costs.<br />

Lastly, it should be noted that in the case of certain contracts<br />

performed by Amey in the United Kingdom which fall within<br />

the scope of IFRIC 12, revenue is recognised using the<br />

financial asset model provided for in that IFRIC.<br />

3.3.21.4 Profit from operations<br />

3.4 Accounting estimates and judgements<br />

In the consolidated financial statements for 2011 estimates<br />

were made to measure certain assets, liabilities, income,<br />

expenses and obligations. These estimates relate basically<br />

to the following:<br />

The assessment of possible impairment losses on certain<br />

assets.<br />

Estimates relating to the fair value of assets acquired in<br />

business combinations and goodwill, or of investments<br />

remeasured at fair value in the case of sales that have<br />

given rise to a loss of control.<br />

Business performance projections that affect the<br />

estimates of the recoverability of tax assets.<br />

The assumptions used in the actuarial calculation of<br />

pension and other obligations to employees.<br />

The useful life of the property, plant and equipment and<br />

intangible assets.<br />

The measurement of stock options.<br />

The budget-related estimates taken into consideration<br />

when recognising the results of contracts with a<br />

reference to the stage of completion in the Construction<br />

and Services segments.<br />

The assessment of possible legal and tax contingencies.<br />

Estimates relating to the valuation of derivatives and the<br />

related expected flows in cash flow hedges.<br />

Estimates taking into account the future vehicle numbers<br />

on toll roads for the purposes of the preparation of<br />

financial information for the toll roads pursuant to<br />

IFRIC 12.<br />

Although, these estimates were made using the best<br />

information available at 31 December 2011 and 2010 on the<br />

events analysed, events that take place in the future might<br />

make it necessary to change these estimates. Changes in<br />

accounting estimates would be applied in accordance with<br />

IAS 8.<br />

“Profit from Operations” in the consolidated income statement<br />

includes the profits and losses from the Group companies'<br />

ordinary operations, excluding the financial loss (see Note 29)<br />

and the share of results of companies accounted for using the<br />

equity method. The related section of the consolidated income<br />

statement includes a specific line item to reflect the result of<br />

impairment and disposals of non-current assets.<br />

This line item reflects the gains and losses on disposals of<br />

investments classified as continuing operations and on the<br />

remeasurement of investments when control was lost and<br />

impairment of goodwill or other significant assets.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 18


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

4. Management of financial risks and capital<br />

The Group’s activities are exposed to a variety of financial<br />

risks, particularly interest rate risk, foreign currency risk, credit<br />

risk, liquidity risk and equity risk.<br />

4.1 Interest rate risk<br />

The <strong>Ferrovial</strong> Group’s business requires financing that can take<br />

the form of borrowings indexed to fixed or floating interest<br />

rates. Interest rate risk management optimises the cost of<br />

financing to guarantee fulfilment of the business plans in<br />

accordance with the Group's risk management policy.<br />

As part of its interest rate management policy, the <strong>Ferrovial</strong><br />

Group tends to keep a percentage of the debt tied to fixed<br />

rates, either arranged at inception or hedged by means of<br />

derivative financial instruments.<br />

<strong>Ferrovial</strong> applies a proactive management approach to the<br />

portion of the debt that is tied to floating rates, paying<br />

particular attention to the evolution of market rates in order to<br />

obtain the lowest rates wherever possible.<br />

As regards infrastructure project financing, each project is<br />

analysed and criteria are identified to minimise exposure to<br />

interest rate fluctuations, resulting in the establishment of<br />

ceilings on the volume of debt tied to floating rates, which is<br />

usually between 15% and 35% of the total project financing.<br />

This avoids potential changes in expected project returns due<br />

to changes in interest rates.<br />

This objective of establishing pre-set rates for projects is often<br />

achieved by arranging hedging derivatives, an analysis of which<br />

is provided in Note 12 on "Derivative Financial Instruments at<br />

Fair Value".<br />

Occasionally, in certain infrastructure projects the revenue from<br />

which is tied to inflation through a contractual formula, an<br />

attempt is made to structure their financing through<br />

borrowings, the cost of which is indexed to the changes in<br />

inflation observed in the period, obtaining a natural hedge<br />

between income and expenses. This structuring and hedge can<br />

be set up directly with the debt or through derivative financial<br />

instruments.<br />

The accompanying table shows a breakdown of the Group’s<br />

debt, indicating the percentage of the debt that is considered<br />

to be hedged (either by a fixed rate or by derivatives). Not all<br />

the assets, such as cash and cash equivalents and long-term<br />

restricted cash associated with the debt are hedged.<br />

M illions of euros<br />

Borrowings<br />

Total gross<br />

debt<br />

% of debt<br />

hedged<br />

Net debt<br />

exposed to<br />

interest<br />

rate risk<br />

Impact on<br />

results of<br />

+100 b.p.<br />

Construction 64 20% 51 1<br />

Services 182 10% 164 2<br />

Airports 0 0% 0 0<br />

Toll roads 0 0% 0 0<br />

Corporate and other 1,015 0% 1,015 10<br />

Other companies 1,261 2% 1,230 12<br />

0 0% 0 0<br />

Other airports 0 0% 0 0<br />

Toll roads 6,222 74% 1,621 16<br />

Construction 155 92% 13 0<br />

Services 271 56% 119 1<br />

Infrastructure projects 6,649 74% 1,753 18<br />

TOTAL BORROWINGS 7,909 62% 2,983 30<br />

M illions of euros<br />

Borrowings<br />

Total gross<br />

debt<br />

% of debt<br />

hedged<br />

2011<br />

2010<br />

Net debt<br />

exposed to<br />

interest<br />

rate risk<br />

Impact on<br />

results of<br />

+100 b.p.<br />

Construction 50 36% 32 0<br />

Services 170 20% 136 1<br />

Airports 0 0% 0 0<br />

Toll roads 0 0% 0 0<br />

Corporate and other 1,844 44% 1,024 10<br />

Other companies 2,064 42% 1,192 12<br />

BAA 15,017 73% 4,028 40<br />

Other airports 0 0% 0 0<br />

Toll roads 5,769 74% 1,527 15<br />

Construction 142 96% 6 0<br />

Services 54 87% 7 0<br />

Infrastructure projects 20,981 73% 5,568 56<br />

TOTAL BORROWINGS 23,045 71% 6,760 68<br />

As shown in the foregoing table, 62% of the Group’s debt is<br />

hedged against the risk of changes in interest rates. 74% of<br />

the project borrowings are hedged (2010: 71%).<br />

Also, it must be borne in mind that the results relating to<br />

companies accounted for using the equity method include the<br />

results corresponding to the 49.99% ownership interest in BAA<br />

and the ownership interest of 43.23% in 407 ETR. As indicated<br />

in Note 10, the two companies have a significant volume of<br />

debt, of which 80% (BAA) and 100% (407 ETR) is hedged<br />

against interest rate risk (see Note 10 for more details).<br />

Based on the foregoing, a linear variation of 100 basis points in<br />

the interest rate curves existing on the market at 31 December<br />

2011 would increase the finance costs in the income statement<br />

by an estimated EUR 30 million, of which EUR 18 million relate<br />

to infrastructure projects and EUR 12 million to the other<br />

companies, with a net impact on the profit attributable to<br />

<strong>Ferrovial</strong> of EUR -24 million and a net impact on the results of<br />

companies accounted for using the equity method of EUR -11<br />

million, giving a total impact of EUR -35 million on the net<br />

profit of <strong>Ferrovial</strong>.<br />

Note 20 provides a more detailed analysis by type of debt,<br />

based on the extent to which the interest rate risks are hedged.<br />

In addition to the impact of interest rate fluctuations on the<br />

assets and liabilities making up the net cash position, changes<br />

may arise in the values of the derivative financial instruments<br />

arranged by the Company, which are indicated in Note 12.<br />

Revaluation gains and losses are mainly recognised in reserves<br />

in the case of derivatives that are effective hedges, as required<br />

by International Accounting Standards.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 19


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

As regards these instruments, a linear variation of 100 basis<br />

points in the market interest rate curves at 31 December 2011<br />

would, in the case of the effective hedges, have a net impact of<br />

EUR -462 million on the equity attributable to the Parent (-EUR<br />

177 million at companies accounted for using the equity<br />

method and EUR -285 million at fully consolidated companies).<br />

4.2 Foreign currency risk<br />

Foreign currency risk management is generally centralised<br />

through the Group Finance Department, on the basis of its<br />

global policies that seek to minimise the impact caused by<br />

fluctuations in the exchange rates of the currencies in which<br />

<strong>Ferrovial</strong> operates, by means of hedging mechanisms.<br />

<strong>Ferrovial</strong> has significant investments in developed countries<br />

with a currency other than the euro, including most notably,<br />

pounds sterling, US dollars, Canadian dollars and Polish zlotys.<br />

<strong>Ferrovial</strong> sets up hedging strategies for these long-term<br />

investments by issuing debt in the same currency as that in<br />

which the investment is denominated.<br />

With regard to management of foreseeable cash flow risks, the<br />

following transactions are analysed:<br />

<br />

<br />

<br />

<br />

Investments or divestments in projects.<br />

Income obtained from foreign subsidiaries in the form<br />

of dividends or capital reimbursements expected to be<br />

received from those subsidiaries.<br />

Intra-Group loans to foreign subsidiaries. Cash<br />

surpluses at foreign subsidiaries.<br />

Foreign currency collections from customers and<br />

payments to suppliers.<br />

The following table shows the values of assets, liabilities, noncontrolling<br />

interests and equity attributable to the Parent by<br />

type of currency at December 2011:<br />

Millions 2011<br />

Currency Assets Liabilities<br />

Noncontrolling<br />

Equity of<br />

the Parent<br />

interests<br />

Euro 10,642 10,734 -294 186<br />

Pound sterling 3,765 818 2,946 1<br />

US dollar 4,377 4,114 375 -112<br />

Canadian dollar 2,825 0 2,824 0<br />

Polish zloty 1,213 1,004 151 75<br />

Chilean peso 141 9 132 0<br />

Other 9 6 3 0<br />

Total Group 22,972 16,684 6,138 150<br />

An analysis of the table above shows that the Group's equity is<br />

particularly exposed to the Canadian dollar and to the pound<br />

sterling.<br />

In general, they are treated as long-term investments<br />

denominated in strong currencies that historically have not<br />

fluctuated significantly.<br />

On the basis of all the data provided above, a 10%<br />

appreciation of the euro at year-end against the main<br />

currencies in which the Group has investments would have an<br />

impact on the Parent’s equity of EUR -643 million, of which<br />

46% would relate to the impact of the pound sterling and 44%<br />

to the impact of the Canadian dollar. This fluctuation in the<br />

value of the euro would have an impact on total assets of EUR<br />

-1,232 million, of which 36% would relate to the investments in<br />

the US dollar and 31% to the investments in pounds sterling.<br />

The hedging strategy is analysed on a case-by-case basis,<br />

avoiding significant effects that might hinder the fulfilment of<br />

the business plan and impair <strong>Ferrovial</strong>’s capital. The factors<br />

considered are:<br />

(1) Size of the investment/transaction versus the level of<br />

capitalisation required;<br />

(2) Financing sources to be used (debt, cash flows received,<br />

etc.);<br />

(3) Risk of currency appreciation/depreciation;<br />

(4) Financial cost of the possible hedge.<br />

In general, the Group attempts to finance all the infrastructure<br />

projects that it invests in using the currencies in which each<br />

project’s income is denominated. Where this is not feasible, the<br />

Group arranges derivatives to hedge potential changes in the<br />

value of the debt caused by exchange rate fluctuations.<br />

Also, in construction or services contracts in which the price is<br />

received in a currency other than that in which the related<br />

costs are paid, hedges are arranged to avoid changes in the<br />

profit margin caused by exchange rate fluctuations.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 20


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Also, the detail of the net profit attributable to the Parent by<br />

type of currency in 2011 is as follows:<br />

c) Derivative financial instruments (see Note 12)<br />

d) Trade and other receivables (see Note 15)<br />

Millions of euros 2011<br />

Currency<br />

Net profit<br />

Euro (*) 1,143<br />

Pound sterling 94<br />

US dollar -36<br />

Canadian dollar 27<br />

Polish zloty 38<br />

Chilean peso 5<br />

Total Group 1,269<br />

(*) The profit in euros includes the gains on the disposals of Swissport<br />

and BAA, since the functional currency of the companies that own<br />

those investments is the euro.<br />

In this regard, the impact of a 10% appreciation of the euro on<br />

the income statement would have amounted to EUR -13<br />

million.<br />

As indicated above, in terms of net assets <strong>Ferrovial</strong> has a<br />

strong foreign currency position, particularly in the Canadian<br />

dollar and the pound sterling. The value of the euro dropped<br />

against these two currencies, particularly against the pound<br />

sterling (2.53%), which had a positive exchange rate effect on<br />

the Group's consolidated financial statements.<br />

Exchange rate at year-end<br />

2011 2010<br />

Change<br />

11/10<br />

Pound sterling 0.8357 0.8574 -2.53%<br />

US dollar 1.2960 1.3366 -3.04%<br />

Canadian dollar 1.3175 1.3291 -0.87%<br />

Polish zloty 4.4627 3.9557 12.82%<br />

Chilean peso 673.2800 625.6500 7.61%<br />

Average exchange rate<br />

2011 2010<br />

Change<br />

11/10<br />

Pound sterling 0.8690 0.8561 1.51%<br />

US dollar 1.3998 1.3211 5.96%<br />

Canadian dollar 1.3787 1.3674 0.83%<br />

Polish zloty 4.1380 3.9915 3.67%<br />

Chilean peso 674.9383 673.8300 0.16%<br />

4.3 Credit and counterparty risk<br />

The Group’s main financial assets exposed to credit risk or<br />

counterparty risk are as follows:<br />

a) Investments in financial assets included in cash and cash<br />

equivalents (short term) (see Note 20)<br />

The Group’s overall exposure to credit risk is equal to the<br />

balance of the above-mentioned items, as the Group has not<br />

granted any credit lines to third parties.<br />

As regards the risk incurred by investing in financial products or<br />

arranging derivative financial instruments (included in letters a,<br />

b and c), <strong>Ferrovial</strong> has established internal criteria to minimise<br />

credit risk, stipulating that counterparties must always have<br />

high credit ratings received from prestigious international rating<br />

agencies. <strong>Ferrovial</strong> also imposes maximum limits on amounts<br />

invested or arranged, which are periodically reviewed.<br />

In the case of transactions in countries whose economic and<br />

socio-political circumstances preclude high credit quality, the<br />

Group mainly selects branches and subsidiaries of foreign<br />

entities that meet or nearly meet the stipulated credit<br />

requirements, or the largest local entities.<br />

In the specific case of restricted cash linked to infrastructure<br />

project financing, the financing contracts that provide for the<br />

amounts that must be set aside as restricted cash usually also<br />

stipulate the conditions that must be fulfilled by the financial<br />

products in which these obligations must be instrumented.<br />

With respect to risks related to trade receivables (included in<br />

letter d) and non-current receivables (letter b), there are a<br />

wide variety of customers, a large proportion of which are<br />

public-sector entities, as indicated in Note 15.<br />

4.4 Liquidity risk<br />

In the current market environment, in which a major financial<br />

crisis caused a widespread credit crunch in 2011 (as in 2010),<br />

<strong>Ferrovial</strong> adopted a proactive approach to liquidity risk<br />

management, focusing basically on the preservation of the<br />

Company’s liquidity and on settling financial transactions before<br />

they mature.<br />

This policy is based on four main pillars:<br />

1.- Efficient working capital management to ensure timely<br />

fulfilment of payment obligations by customers.<br />

2.- Monetisation of financial assets, where this can be done<br />

under reasonable market conditions, through the factoring and<br />

discounting of future collection rights.<br />

3.- Integral cash management, in order to optimise daily<br />

liquidity positions at the various companies by setting up a<br />

global cash management system.<br />

4.- Setting up credit lines, particularly long-term lines, that<br />

guarantee the availability of cash and the payment of<br />

obligations in the event of any unusual scenarios or periods of<br />

difficulty in relation to collections and available balances.<br />

b) Non-current financial assets (see Note 11)<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 21


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The Group has also sought to always utilise available cash to<br />

settle payment obligations and liabilities in advance.<br />

Infrastructure projects:<br />

Liquidity risk must be analysed separately for each individual<br />

infrastructure project since there is specific financing for each<br />

project and the projects are independent units for liquidity<br />

purposes.<br />

In general, debt maturities are monitored carefully for each<br />

project. Note 20 contains a breakdown showing that most of<br />

the project financing falls due after more than five years.<br />

The fact that these are long-term projects with foreseeable<br />

flows generally allows for the arrangement of financing<br />

structures linked to estimated project flows.<br />

Also, during the performance of the projects, the Group seeks<br />

to apply an active refinancing policy to maximise cash<br />

generation.<br />

As indicated above, certain infrastructure project financing<br />

contracts stipulate the need to hold accounts (restricted cash)<br />

the availability of which is restricted under the financing<br />

contracts as security for certain short-term obligations, related<br />

to interest or principal repayments, as well as infrastructure<br />

maintenance and operation.<br />

These accounts constitute an additional guarantee with respect<br />

to liquidity risk (see breakdown in Note 20).<br />

The borrowings falling due in <strong>2012</strong> relating to infrastructure<br />

projects are detailed in Note 20.<br />

The Group seeks to cover all obligations to make new<br />

investments by means of specific-purpose financing before the<br />

investment is made. Note 20 contains a breakdown of the<br />

balances available to fulfil these requirements.<br />

To conclude on all the preceding sections, the liquidity position<br />

of the infrastructure projects in 2011 is explained below:<br />

- At 31 December 2011, cash and cash equivalents (including<br />

short-term restricted cash) amounted to EUR 188 million.<br />

- Also, at that date, undrawn credit lines amounted to EUR<br />

1,333 million, which were arranged mainly to cover committed<br />

investment needs.<br />

- The projects have the capacity to generate significant and<br />

recurring cash flows from operating activities.<br />

- The capacity to increase the volume of debt in certain<br />

projects, based on growth in operating variables.<br />

Other Group activities<br />

Unlike in the case of infrastructure projects, liquidity risk is<br />

managed on a centralised basis for the rest of the Group’s<br />

activities, particularly for activities carried on in Spain.<br />

Liquidity risk management also focuses on closely monitoring<br />

debt maturities (also explained in Note 20) and on proactive<br />

management and maintenance of credit lines to cover forecast<br />

cash needs.<br />

The borrowings for other activities falling due in <strong>2012</strong> are<br />

detailed in Note 20.<br />

The liquidity position of the Group’s other activities in 2011 is<br />

based on the following factors:<br />

- At 31 December 2011, cash and cash equivalents amounted<br />

to EUR 2,161 million.<br />

- Also, at that date, undrawn credit lines totalled EUR 1,108<br />

million.<br />

- The Group's business areas have the capacity to generate<br />

significant and recurring cash flows from operating activities.<br />

- The capacity to increase debt volumes based on the current<br />

moderate level of debt and on the Group’s capacity to<br />

generate recurring cash flows.<br />

Lastly, as regards liquidity risk management, at both Group<br />

level and in each business area and project, systematic<br />

forecasts are prepared on cash generation and needs in order<br />

to determine and monitor the Group’s liquidity position on an<br />

ongoing basis.<br />

4.5 Equity risk<br />

<strong>Ferrovial</strong> is also exposed to risk relating to the evolution of the<br />

share prices of listed companies.<br />

This exposure arises specifically in equity swaps linked to share<br />

option plans:<br />

As indicated in Note 12 on "Derivative Financial Instruments"<br />

and Note 34 on "Share Option Plans", <strong>Ferrovial</strong> has arranged<br />

equity swaps to hedge possible disbursements that may be<br />

required in relation to executive remuneration systems linked<br />

to the price of <strong>Ferrovial</strong> shares.<br />

The equity swaps eliminate uncertainty with respect to the<br />

exercise price of the remuneration systems; however, as they<br />

are not deemed to be hedging derivatives under International<br />

Accounting Standards, their market value has an impact on the<br />

income statement, which is positive if the share price rises and<br />

negative if the share price falls.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 22


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

4.6. Inflation risk<br />

Most of the revenue from infrastructure projects arises from<br />

prices tied directly to inflation. This is the case of both the toll<br />

road concession prices and the BAA airports accounted for<br />

using the equity method.<br />

Therefore, an increase in inflation would increase the value of<br />

the assets of this nature.<br />

However, in the case of BAA, due to its financing needs, there<br />

are long-term derivatives with a notional value of EUR 6,287<br />

million (GBP 5,254 million) on total borrowings of more than<br />

EUR 15,000 million, the purpose of which is to convert fixedrate<br />

debt into index-linked debt. Unlike the company's assets,<br />

from the accounting standpoint, these derivatives are<br />

measured at fair value, since they are considered to be<br />

ineffective derivatives. In this regard, an increase of 100 b.p.<br />

throughout the inflation curve would have an adverse effect on<br />

the net profit of <strong>Ferrovial</strong> (in proportion to its percentage of<br />

ownership) of EUR -299 million.<br />

Also, in the case of the toll road concession operator Autema,<br />

there is a derivative tied to inflation that is deemed to qualify<br />

for hedge accounting, in which an increase of 100 b.p.<br />

throughout the inflation curve would have a negative effect on<br />

reserves of EUR -132 million.<br />

4.7. Management of capital<br />

The Group’s objective in capital management is to safeguard<br />

its capacity to continue managing its recurring activities and<br />

the capacity to continue to grow through new projects, by<br />

optimising the debt-equity ratio in order to create shareholder<br />

value.<br />

Since the Group was listed on the stock exchange in 1999,<br />

capitalisation has remained steady, except for the effect<br />

generated in the merger with Cintra in 2009, and there have<br />

been no new equity issues. Growth has been financed in three<br />

ways:<br />

- Internal cash flows generated from the Group’s recurring<br />

businesses.<br />

- Capacity to grow through investments in new infrastructure<br />

projects financed largely by borrowings secured by project<br />

cash flows, thereby feeding back funds to boost the Group’s<br />

capacity for growth in its recurring activities.<br />

- Asset turnover policy focused on the sale of mature projects<br />

in order to make it possible to create value while continue<br />

financing investments in new projects.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 23


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

5. Segment reporting<br />

The “Other” column in the consolidated statement of financial position and income statement by segment includes the assets<br />

and/or liabilities and income and/or expenses of the companies not assigned to any of the business segments, including most<br />

notably the Parent <strong>Ferrovial</strong>, S.A. and its smaller subsidiaries, the current Polish real estate business, and inter-segment<br />

adjustments. Set forth below are the segment statement of financial position for 2011 and 2010 and the segment income<br />

statements for 2011 and 2010:<br />

Segment statement of financial position: 2011 (millions of euros)<br />

Assets Construction Toll roads Airports Services Other Total<br />

Non-current assets 848 11,828 2,354 2,141 347 17,517<br />

Goodwill 198 393 0 903 0 1,493<br />

Intangible assets 10 0 0 92 3 105<br />

Investments in infrastructure projects 0 5,982 0 250 -273 5,960<br />

Investment Properties 0 0 0 0 64 64<br />

Property, plant and equipment 143 25 0 391 68 627<br />

Investment in companies accounted for using the equity<br />

method<br />

14 2,814 2,353 38 0 5,219<br />

Non-current financial assets 215 1,353 0 310 16 1,893<br />

Receivable from Group companies 0 0 0 0 0 0<br />

Other 215 1,353 0 310 16 1,893<br />

Deferred tax assets 266 1,140 1 158 458 2,022<br />

Derivative financial instruments at fair value 1 123 0 0 11 135<br />

Assets classified as held for sale 0 0 0 2 0 2<br />

Current assets 4,400 1,307 59 1,509 -1,822 5,453<br />

Inventories 202 12 0 19 194 427<br />

Trade and other receivables 1,417 528 5 1,223 -497 2,677<br />

Cash and cash equivalents 2,780 766 55 267 -1,519 2,349<br />

Receivable from Group companies 1,697 150 51 142 -2,039 0<br />

Other 1,084 617 3 125 520 2,349<br />

TOTAL ASSETS 5,247 13,135 2,413 3,652 -1,475 22,972<br />

Equity and liabilities Construction Toll roads Airports Services Other Total<br />

Equity 501 3,650 2,365 1,236 -1,464 6,288<br />

Equity attributable to the equity holders 430 3,578 2,365 1,231 -1,467 6,138<br />

Equity attributable to non-controlling interests 71 71 0 4 3 150<br />

Deferred income 7 254 0 31 0 292<br />

Non-current liabilities 848 7,783 28 1,196 959 10,815<br />

Provisions for pensions 4 0 0 107 0 110<br />

Other long-term provisions 140 665 0 149 56 1,010<br />

Bank borrowings 564 5,090 0 637 404 6,695<br />

Payable to Group companies 371 0 0 234 -605 0<br />

Other 192 5,090 0 403 1,010 6,695<br />

Other non-financial payables 26 118 28 35 -28 179<br />

Deferred tax liabilities 102 623 0 219 356 1,299<br />

Derivative financial instruments at fair value 14 1,287 0 50 171 1,521<br />

Liabilities classified as held for sale 0 0 0 0 0 0<br />

Current liabilities 3,891 1,448 19 1,189 -970 5,577<br />

Bank borrowings 19 1,173 15 380 -372 1,214<br />

Payable to Group companies 3 1 6 317 -327 0<br />

Other 16 1,172 10 63 -46 1,214<br />

Trade and other payables 3,413 276 4 788 -598 3,882<br />

Operating Provisions 459 0 0 21 1 481<br />

TOTAL EQUITY AND LIABILITIES 5,247 13,135 2,413 3,652 -1,475 22,972<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 24


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Segment statement of financial position: 2010 (millions of euros)<br />

Assets Construction Toll roads Airports Services Other Total<br />

Non-current assets 722 11,411 20,871 1,913 549 35,465<br />

Goodwill 178 390 3,575 889 0 5,032<br />

Intangible assets 7 0 0 90 1 97<br />

Investments in infrastructure projects 0 5,021 16,561 145 -215 21,512<br />

Investment Properties 0 0 0 0 64 64<br />

Property, plant and equipment 109 2 0 384 57 552<br />

Investment in companies accounted for using the equity<br />

method<br />

15 3,054 0 41 0 3,110<br />

Non-current financial assets 208 1,680 81 219 -4 2,184<br />

Receivable from Group companies 0 0 31 0 -31 0<br />

Other 208 1,680 50 219 27 2,184<br />

Deferred tax assets 203 1,075 0 146 643 2,068<br />

Derivative financial instruments at fair value 1 190 653 0 3 847<br />

Assets classified as held for sale 1 28 0 1,486 0 1,515<br />

Current assets 4,536 1,212 906 1,292 -1,639 6,306<br />

Inventories 204 14 8 16 204 445<br />

Trade and other receivables 1,631 406 406 1,110 -392 3,161<br />

Cash and cash equivalents 2,702 792 492 167 -1,451 2,701<br />

Receivable from Group companies 1,637 398 0 33 -2,067 0<br />

Other 1,065 394 492 134 616 2,701<br />

TOTAL ASSETS 5,259 12,650 21,777 4,691 -1,091 43,287<br />

Equity and liabilities<br />

Equity 362 4,227 2,557 1,142 -1,659 6,628<br />

Equity attributable to the equity holders 292 4,024 1,430 1,120 -1,672 5,194<br />

Equity attributable to non-controlling interests 69 203 1,127 22 12 1,434<br />

Deferred income 9 170 4 14 0 196<br />

Non-current liabilities 699 6,891 18,148 1,467 1,391 28,596<br />

Provisions for pensions 1 0 77 74 0 153<br />

Other long-term provisions 74 595 9 122 60 860<br />

Bank borrowings 539 4,633 14,737 1,009 591 21,511<br />

Payable to Group companies 369 0 0 855 -1,224 0<br />

Other 170 4,633 14,737 154 1,815 21,511<br />

Other non-financial payables 11 114 0 17 13 154<br />

Deferred tax liabilities 71 801 2,418 213 448 3,951<br />

Derivative financial instruments at fair value 2 747 908 32 278 1,968<br />

Liabilities classified as held for sale 0 0 0 891 0 891<br />

Current liabilities 4,190 1,362 1,068 1,177 -822 6,975<br />

Borrowings 15 1,169 292 466 -412 1,530<br />

Payable to Group companies 0 33 12 395 -441 0<br />

Other 15 1,136 280 71 29 1,530<br />

Trade and other payables 3,679 193 731 696 -411 4,889<br />

Operating Provisions 495 0 46 14 1 556<br />

TOTAL EQUITY AND LIABILITIES 5,259 12,650 21,777 4,691 -1,091 43,287<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 25


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The detail, by segment, of the acquisitions made, as required by IFRS 8, is as follows:<br />

Additions to<br />

infrastructure projects<br />

Additions to property,<br />

plant and equipment<br />

Millions of euros<br />

Additions to<br />

intangible assets<br />

and goodwill<br />

Additions of associates<br />

2011 2010 2011 2010 2011 2010 2011 2010<br />

Construction 0 0 40 31 40 1 0 1<br />

Airports 0 1,085 0 0 0 0 2,426 0<br />

Toll roads 685 788 13 0 0 6 0 3,082<br />

Services 102 69 85 74 10 21 0 5<br />

Other 0 0 13 4 0 0 0 0<br />

Total 787 1,942 150 108 50 29 2,426 3,088<br />

The additions to infrastructure projects are broken down by business segment in Note 8.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 26


Consolidated financial statements for 2010 and 2009<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Segment income statement: 2011<br />

(Millions of euros)<br />

Construction Toll roads Airports Services Other Total<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

value adjustments Total value adjustments Total value adjustments Total value adjustments Total value adjustments Total value adjustments<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

Total<br />

Revenue 4,244 0 4,244 390 0 390 10 0 10 2,821 0 2,821 -19 0 -19 7,446 0 7,446<br />

Other operating income 4 0 4 0 0 0 0 0 0 9 0 9 1 0 1 15 0 15<br />

Total operating revenue 4,248 0 4,248 390 0 390 10 0 10 2,830 0 2,830 -18 0 -18 7,461 0 7,461<br />

Materials consumed 2,085 0 2,085 -2 0 -2 0 0 0 299 0 299 -16 0 -16 2,366 0 2,366<br />

Staff costs 600 0 600 53 0 53 4 0 4 1,308 0 1,308 53 0 53 2,018 0 2,018<br />

Other operating expenses 1,315 0 1,315 56 0 56 17 0 17 911 0 911 -41 0 -41 2,258 0 2,258<br />

Total operating expenses 4,000 0 4,000 107 0 107 21 0 21 2,518 0 2,518 -4 0 -4 6,642 0 6,642<br />

Gross profit or loss from operations 248 0 248 283 0 283 -11 0 -11 312 0 312 -13 0 -13 819 0 819<br />

Depreciation and amortisation charge 32 0 32 53 0 53 1 0 1 104 0 104 2 0 2 192 0 192<br />

Profit or loss from operations before<br />

impairment and non-current asset disposals<br />

215 0 215 230 0 230 -11 0 -11 207 0 207 -15 0 -15 627 0 627<br />

Impairment and disposals of non-current assets 0 0 0 34 -87 -52 0 0 0 195 0 195 0 0 0 229 -87 142<br />

Profit or loss from operations 215 0 215 265 -87 178 -11 0 -11 402 0 402 -15 0 -15 856 -87 769<br />

Finance income of infrastructure projects 0 0 0 19 0 19 0 0 0 0 0 0 0 0 0 19 0 19<br />

Finance costs of infrastructure projects -10 0 -10 -272 0 -272 0 0 0 -16 0 -16 2 0 2 -296 0 -296<br />

Gains and losses on derivative financial<br />

instruments and other fair value adjustments<br />

0 0 0 0 -2 -2 0 0 0 0 -1 -1 0 0 0 0 -3 -3<br />

Financial result of infrastructure projects -10 0 -10 -253 -2 -255 0 0 0 -16 -1 -17 2 0 2 -277 -3 -279<br />

Finance income of other companies 92 0 92 34 0 34 3 0 3 54 0 54 -21 0 -21 162 0 162<br />

Finance expense of other companies -52 0 -52 -15 0 -15 0 0 0 -97 0 -97 -82 0 -82 -246 0 -246<br />

Gains and losses on derivative financial<br />

instruments and other fair value adjustments<br />

0 0 0 0 0 0 0 0 0 0 0 0 0 60 60 0 60 60<br />

Financial result of other companies 41 0 41 19 0 19 3 0 3 -43 0 -43 -103 60 -43 -83 60 -24<br />

Financial result 31 0 31 -234 -2 -236 3 0 3 -59 -1 -60 -101 60 -41 -360 57 -303<br />

Share of results of companies accounted for<br />

using the equity method<br />

0 0 0 31 -4 28 -20 10 -10 7 -5 2 0 0 0 18 1 20<br />

Consolidated profit or loss before tax 246 0 246 62 -92 -30 -29 10 -19 350 -6 344 -116 60 -56 513 -28 485<br />

Income tax -73 0 -73 12 19 31 2 0 2 -24 0 -23 20 -18 2 -63 2 -61<br />

Consolidated profit or loss from continuing<br />

operations<br />

173 0 173 73 -72 1 -27 10 -17 327 -6 321 -96 42 -54 450 -27 424<br />

Net profit from discontinued operations<br />

(Exclusion from consolidation of BAA)<br />

0 0 0 0 0 0 165 679 844 0 0 0 0 0 0 165 679 844<br />

- Profit or loss of BAA 0 0 0 0 0 0 23 -26 -3 0 0 0 0 0 0 23 -26 -3<br />

- Disposal Gain 0 0 0 0 0 0 142 706 847 0 0 0 0 0 0 142 706 847<br />

Consolidated profit or loss for the year 173 0 173 73 -72 1 138 689 827 327 -6 321 -96 42 -54 615 653 1,268<br />

Profit or loss for the year attributable to noncontrolling<br />

interest<br />

-24 0 -24 26 2 28 0 0 0 0 0 0 -2 0 -2 -1 2 1<br />

Profit or loss for the year attributable to the<br />

Parent<br />

149 0 149 99 -71 29 138 689 827 326 -6 320 -98 42 -56 615 654 1,269<br />

(*) Relating to gains and losses arising from changes in the fair value of derivatives (see Note 12), other financial assets and liabilities and assets and liability impairment (see Note 26).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 27


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Segment income statement: 2010<br />

(Millions of euros)<br />

Construction Toll roads Airports Services Other Total<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

Before fair Fair value<br />

value adjustments Total value adjustments Total value adjustments Total value adjustments Total value adjustments Total value adjustments Total<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

adjustments (*)<br />

Revenue 4,525 0 4,525 869 0 869 14 0 14 3,896 0 3,896 80 0 80 9,384 0 9,384<br />

Other operating income 6 0 6 0 0 0 0 0 0 11 0 11 0 0 0 17 0 17<br />

Total operating revenue 4,531 0 4,531 869 0 869 14 0 14 3,907 0 3,907 80 0 80 9,401 0 9,401<br />

Materials consumed 2,417 0 2,417 12 0 12 1 0 1 543 0 543 55 0 55 3,028 0 3,028<br />

Staff costs 642 0 642 73 0 73 4 0 4 2,036 0 2,036 60 0 60 2,815 0 2,815<br />

Other operating expenses 1,230 0 1,230 154 0 154 19 0 19 915 0 915 -8 1 -7 2,310 1 2,311<br />

Total operating expenses 4,289 0 4,289 239 0 239 24 0 24 3,494 0 3,494 107 1 108 8,154 1 8,155<br />

Gross profit or loss from operations 242 0 242 630 0 630 -10 0 -10 413 0 413 -27 -1 -28 1,247 -1 1,246<br />

Depreciation and amortisation charge 40 0 40 113 0 113 0 0 0 129 0 129 3 0 3 285 0 285<br />

Profit or loss from operations before impairment<br />

and non-current asset disposals<br />

202 0 202 517 0 517 -11 0 -11 284 0 284 -29 -1 -31 963 -1 961<br />

Impairment and disposals of non-current assets 0 0 0 680 1,901 2,581 0 0 0 4 0 4 0 -13 -13 684 1,888 2,572<br />

Profit or loss from operations 202 0 202 1,197 1,901 3,098 -11 0 -11 288 0 288 -30 -14 -44 1,647 1,887 3,533<br />

Finance income of infrastructure projects 0 0 0 18 0 18 0 0 0 1 0 1 0 0 0 19 0 19<br />

Finance costs of infrastructure projects -4 0 -4 -544 0 -544 0 0 0 -10 0 -10 0 0 0 -558 0 -558<br />

Gains and losses on derivative financial<br />

instruments and other fair value adjustments<br />

0 0 0 0 5 5 0 0 0 0 -2 -2 0 0 0 0 3 3<br />

Financial result of infrastructure projects -4 0 -4 -526 5 -521 0 0 0 -9 -2 -11 0 0 0 -540 3 -537<br />

Finance income of other companies 96 0 96 16 0 16 1 0 1 62 0 62 -23 0 -23 153 0 153<br />

Finance expense of other companies -66 0 -66 -20 0 -20 0 0 0 -116 0 -116 -86 0 -86 -289 0 -289<br />

Gains and losses on derivative financial<br />

instruments and other fair value adjustments<br />

0 0 0 0 0 0 0 0 0 0 0 0 0 -30 -30 0 -31 -31<br />

Financial result of other companies 29 0 29 -4 0 -4 1 0 1 -54 0 -54 -109 -30 -140 -136 -31 -167<br />

Financial result 26 0 26 -530 5 -525 1 0 1 -64 -2 -66 -109 -30 -140 -676 -28 -704<br />

Share of results of companies accounted for using<br />

the equity method<br />

-1 0 -1 17 -7 10 -3 3 0 31 -1 31 0 0 0 44 -5 39<br />

Consolidated profit or loss before tax 226 0 226 685 1,898 2,583 -13 3 -10 255 -2 253 -139 -45 -184 1,014 1,854 2,869<br />

Income tax -71 0 -71 -136 23 -113 3 0 3 -105 1 -104 52 13 66 -256 37 -220<br />

Consolidated profit or loss from continuing<br />

operations<br />

156 0 156 549 1,921 2,470 -10 3 -7 150 -2 149 -87 -31 -118 758 1,891 2,649<br />

Net loss from discontinued operations (Exclusion<br />

from consolidation of BAA)<br />

0 0 0 0 0 0 -77 -390 -467 0 0 0 0 0 0 -77 -390 -467<br />

- Profit or loss of BAA 0 0 0 0 0 0 -77 -390 -467 0 0 0 0 0 0 -77 -390 -467<br />

- Disposal Gain 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0<br />

Consolidated profit or loss for the year 156 0 156 549 1,921 2,470 -87 -387 -474 150 -2 149 -87 -31 -118 681 1,501 2,182<br />

Profit or loss for the year attributable to noncontrolling<br />

interest<br />

-21 0 -21 6 5 10 0 0 0 -5 0 -5 -4 0 -4 -24 5 -19<br />

Profit or loss for the year attributable to the Parent 135 0 135 555 1,926 2,480 -87 -387 -474 146 -2 144 -91 -31 -122 657 1,506 2,163<br />

(*) Relating to gains and losses arising from changes in the fair value of derivatives (see Note 12), other financial assets and liabilities and assets and liability impairment (see Note 26).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 28


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The detail, by segment, of revenue in 2011 and 2010 is as follows:<br />

External<br />

sales<br />

Millions of euros<br />

2011 2010<br />

Intersegment<br />

Total<br />

segment<br />

Inter-<br />

External<br />

sales<br />

sales<br />

sales<br />

Construction 3,508 736 4,244 3,922 603 4,525<br />

Airports 9 1 10 9 5 14<br />

Toll roads 388 2 390 865 4 869<br />

Services 2,810 11 2,821 3,888 8 3,896<br />

Other and adjustments 66 -85 -19 118 -38 80<br />

Total 6,781 665 7,446 8,802 582 9,384<br />

Geographical areas<br />

The breakdown of assets, additions and revenue by geographical area is as follows:<br />

Total<br />

Millions of euros<br />

Total assets<br />

Additions to infrastructure projects,<br />

property, plant and equipment,<br />

intangible assets, goodwill and<br />

Sales<br />

companies accounted for using the<br />

equity method<br />

2011 2010 2011 2010 2011 2010<br />

Spain 8,927 9,116 240 206 3,369 3,770<br />

UK 3,631 22,942 2,429 1,126 1,554 1,413<br />

US 4,371 3,894 585 633 746 1,024<br />

Canada 2,825 2,938 0 2,923 0 384<br />

Poland 1,213 1,186 53 10 1,394 1,170<br />

Chile 50 39 0 159 45 202<br />

Portugal 1,133 1,042 102 89 196 253<br />

Rest of Europe 815 1,969 0 9 80 888<br />

Other 7 162 3 13 61 281<br />

Total 22,972 43,287 3,413 5,167 7,446 9,384<br />

In addition to the information by geographical area included in this Note, further information is provided in the following notes:<br />

Note 8 contains a detail of infrastructure projects by business segment and, for the main groups of separate projects, by<br />

geographical segment.<br />

Note 20 contains a detail of the net cash position, distinguishing between infrastructure projects and other companies, including a<br />

breakdown by segment for the two areas.<br />

Note 32 contains a detail of cash flows, distinguishing between infrastructure projects and other companies, including a breakdown<br />

by segment for the two areas.<br />

6. Goodwill and acquisitions<br />

CHANGES IN 2011<br />

Balance at<br />

31/12/10<br />

Millions of euros<br />

Exclusion from<br />

consolidation of<br />

BAA<br />

Exchange<br />

rate<br />

Investment /<br />

Disposal /<br />

Other<br />

Impairment Balance at<br />

31/12/11<br />

Airports 3,575 -3,575 0 0 0 0<br />

Heathrow 3,211 -3,211 0 0 0 0<br />

Other airports 364 -364 0 0 0 0<br />

Services 889 0 12 1 0 902<br />

Amey 441 0 11 0 0 453<br />

Cespa 421 0 0 0 0 421<br />

Other services 27 0 0 1 0 28<br />

Construction 179 0 -7 28 0 199<br />

Webber 104 0 3 0 0 107<br />

Budimex 75 0 -10 28 0 92<br />

Toll roads 389 0 3 0 0 392<br />

Total 5,032 -3,575 8 29 0 1,493<br />

The most significant change in the year, amounting to EUR 28 million, arose at Budimex as a result of the acquisition of the Polish<br />

construction company PNI in November 2011, as described in Note 1.2 on "Changes in the Scope of Consolidation".<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 29


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The remainder of the change related mainly to the exchange rate effect, with the most significant impacts at Amey (EUR 11 million)<br />

and Budimex (EUR -10 million).<br />

The following section describes the methodology and assumptions used in the impairment tests.<br />

A. Services Division goodwill (Amey and Cespa):<br />

Goodwill is tested for impairment in these two business areas by using cash flow projections for a five-year period. The residual value is<br />

based on the cash flow for the last year projected, provided this represents a cash flow with no exceptional factors, and the growth<br />

rate applied in no case exceeds the estimated long-term growth rate for the market in which the Company operates.<br />

Cash flows are discounted using a rate based on the weighted average cost of capital (WACC) for assets of this nature. In order to<br />

value companies, <strong>Ferrovial</strong> uses a risk-free rate usually taking as a reference a ten-year bond based on the location of the company in<br />

question and a market premium of 5.5%, based on recent studies of long-term premiums. Additionally, in order to reflect each<br />

company’s exposure, backlogs of comparable companies were selected to carry out regression analyses and obtain deleveraged betas.<br />

The betas obtained were compared with other sources habitually used by analysts and investment banks (Barra Beta, Bloomberg, etc.).<br />

The projected flows are based on the latest estimates approved by the Company, which take into account recent historical data.<br />

The discount rates (WACC) used to test for impairment range from 8.1% to 8.4% (compared with the rates of the prior year that<br />

ranged from 6.7% to 7.6%) and perpetuity growth rates (g) ranged from 2.0% to 3.0%<br />

Sensitivity analyses are performed on this goodwill, particularly in relation to the gross profit from operations, the discount rate and the<br />

perpetuity growth rate, so as to ensure that possible changes in the estimate do not have an impact on the possible recovery of the<br />

goodwill recognised.<br />

The Company considers that there are no reasonable changes in the main assumptions that would eliminate the excess recoverable<br />

amount.<br />

B. Construction Division goodwill (Webber and Budimex):<br />

As Budimex is listed on the Warsaw Stock Exchange, its possible impairment was analysed by verifying that the closing share price was<br />

higher than the carrying amount plus the goodwill allocated to it.<br />

In the case of Webber, the method used was similar to the method applied for the services companies, consisting of a discount rate<br />

(WACC) of 10.0% (compared with 8.5% in December 2010) and a perpetuity growth rate of 2.5%. The Company considers that the<br />

aforementioned WACC would be the maximum discount rate at which Webber should be valued as the market value of the ten-year US<br />

bond has been adjusted upwards.<br />

The projected flows are based on the latest estimates approved by the Company, which take into account recent historical data.<br />

Growth in sales and the other operating variables were projected on the basis of the backlog.<br />

Sensitivity analyses are performed on Webber’s goodwill, particularly in relation to the gross profit from operations, the discount rate<br />

and the perpetuity growth rate, so as to ensure that possible changes in the estimate do not have an impact on the possible recovery<br />

of the goodwill recognised.<br />

The Company considers that there are no reasonable changes in the main assumptions that would eliminate the excess recoverable<br />

amount.<br />

C. Toll Roads Division goodwill:<br />

The Toll Road Division goodwill amounted to EUR 392 million at 31 December 2011, of which EUR 101 million relate to US toll roads<br />

and EUR 291 million to European toll roads. The recoverable amount of the toll roads was calculated as the higher of fair value less<br />

estimated costs to sell and value in use. The value in use of concession operators with an independent financial structure and limited<br />

duration was calculated by discounting projected cash flows for the shareholder to the end of the concession term. The Company<br />

considers that value in use must be obtained using models that cover the entire concession term, as the assets are in different phases<br />

of investment and growth and there is sufficient visibility to use a specific economic and financial plan for each phase during the<br />

concession term. No residual value is considered to exist in these valuations. The projections were updated based on the historical<br />

evolution (and, in particular, the adverse trend in traffic during the year was taken into account, adjusting the future projections) and<br />

specific features of each asset, using sophisticated, long-term modelling tools to estimate traffic, extraordinary maintenance, etc. These<br />

models or tools for traffic estimation use variables obtained largely from public sources (evolution of GDP, inflation, population, car<br />

ownership, status of alternative roads, etc.), and there are also specific models for estimating extraordinary maintenance based on<br />

various different variables (road surface condition, expected traffic, etc.).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 30


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The forecast cash flows for the shareholder are discounted at an estimated cost of capital ranging from 8.7% to 13.4% (-8.9% to<br />

11.9% in December 2010) based on a risk-free rate referenced to a 30-year bond, taking into account the location of each concession<br />

operator, a beta coefficient reflecting the company’s leverage and asset risk, and an estimated market premium of 5.5%.<br />

For toll roads where there is goodwill, the possible impairment was calculated by comparing the company’s carrying amount (equity<br />

plus net goodwill) with its value in use obtained by discounting cash flows, as described above.<br />

No evidence of the impairment of this goodwill was identified. The Company considers that there are no reasonable changes in the<br />

main assumptions that would eliminate the excess recoverable amount.<br />

The changes in “Goodwill" in the consolidated statement of financial position in 2010 were as follows:<br />

Millions of euros<br />

Investment /<br />

Balance at Exchange<br />

Balance at<br />

Disposal / Impairment<br />

01/01/10 rate<br />

31/12/10<br />

CHANGES IN 2010<br />

Other<br />

Airports 3,813 131 -75 -294 3,575<br />

Heathrow 3,102 109 0 0 3,211<br />

Other airports 711 21 -75 -293 364<br />

Services 1,411 116 -638 0 889<br />

Amey 426 15 0 0 441<br />

Cespa 421 0 0 0 421<br />

Swissport 545 101 -646 0 0<br />

Other services 19 0 8 0 27<br />

Construction 169 10 0 0 179<br />

Webber 97 7 0 0 104<br />

Budimex 72 3 0 0 75<br />

Toll roads 1,559 6 -1,176 0 389<br />

Total 6,952 263 -1,889 -294 5,032<br />

The most significant change relating to the Airports Division (BAA) in 2010 were due to the impairment of “Other Airports” amounting<br />

to EUR 293 million (impact on <strong>Ferrovial</strong>’s net profit of EUR -162 million) and to the sale of Naples airport, as a result of which goodwill<br />

amounting EUR 75 million was derecognised.<br />

In the Services Division the main change related to the transfer of Swissport to “held for sale”, as a result of which goodwill totalling<br />

EUR 646 million was derecognised.<br />

In the Toll Roads Division, the main changes were due to the reclassification of the goodwill of Trados 45 (EUR 6 million) to “assets<br />

held for sale” and to the derecognition of the goodwill associated with the 407-ETR toll road, (EUR 1,081 million), a company that<br />

started to be accounted for using the equity method.<br />

7. Intangible assets<br />

It should be noted that “Intangible Assets” does not include the intangible assets assigned to infrastructure projects, which are<br />

included under “Investments in Infrastructure Projects” (see Note 8).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 31


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The changes in “Intangible Assets” in the consolidated statement of financial position in 2011 and 2010 were as follows:<br />

CHANGES IN 2011<br />

Millions of euros<br />

Rights on<br />

concessions<br />

Other intangible<br />

assets<br />

TOTAL<br />

Investment:<br />

Balance at 01/01/11 144 33 177<br />

Additions 4 7 11<br />

Disposals 0 -3 -3<br />

Transfers 10 1 10<br />

Exchange rate effect 4 0 4<br />

Balance at 31/12/11 162 38 199<br />

Accumulated amortisation:<br />

Balance at 01/01/11 -60 -20 -80<br />

Charge for the year -12 -1 -13<br />

Disposals 0 -2 -2<br />

Transfers 4 -2 2<br />

Exchange rate effect -2 -1 -2<br />

Balance at 31/12/11 -70 -25 -95<br />

Carrying amount at 31/12/11 92 13 105<br />

The most significant change relates to transfers to this line item, due mainly to the reclassification of a portion of the assets of Amey-<br />

Cespa once the plan to sell them had been cancelled (see Note 13).<br />

The changes in “Intangible Assets” in the consolidated statement of financial position in 2010 were as follows:<br />

Millions of euros<br />

CHANGES IN 2010<br />

Rights on<br />

concessions<br />

Other intangible<br />

assets<br />

TOTAL<br />

Investment:<br />

Balance at 01/01/10 98 39 137<br />

Additions 12 2 14<br />

Disposals -8 0 -8<br />

Changes in the scope of consolidation and transfers 117 0 117<br />

Reclassification to "held-for-sale" -90 -10 -100<br />

Exchange rate effect 15 2 17<br />

Balance at 31/12/10 144 33 177<br />

Accumulated amortisation:<br />

Balance at 01/01/10 -67 -25 -92<br />

Charge for the year -12 -2 -14<br />

Disposals 0 0 0<br />

Changes in the scope of consolidation and transfers -31 0 -31<br />

Reclassification to "held-for-sale" 61 9 70<br />

Exchange rate effect -11 -2 -13<br />

Balance at 31/12/10 -60 -20 -80<br />

Carrying amount at 31/12/10 84 13 97<br />

The Amey Group has pledged concession arrangements of its subsidiary Donarbon recognised as intangible assets amounting to EUR<br />

45 million.<br />

No impairment losses on intangible assets were recognised or reversed in 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 32


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

8. Investments in infrastructure projects<br />

The detail, by project, of “Investments in Infrastructure Projects” and of the changes therein in 2011 is as follows:<br />

Balance at<br />

31/12/10<br />

Exclusion<br />

from<br />

consolidation<br />

of BAA<br />

Changes in<br />

the scope of<br />

consolidation<br />

Additions<br />

Disposals<br />

and<br />

transfers<br />

Exchange<br />

rate<br />

effect<br />

Balance at<br />

31/12/11<br />

CHANGES IN 2011<br />

IFRIC 12 intangible asset model<br />

TOLL ROADS<br />

Spanish toll roads 2,481 0 9 89 2,579<br />

US toll roads 2,163 0 574 -5 119 2,852<br />

Other toll roads 885 102 -6 0 981<br />

Investment in toll roads 5,529 0 685 78 119 6,412<br />

Amortisation/Impairment -669 0 -7 -10 -2 -688<br />

Net investment in toll roads 4,860 0 678 68 117 5,723<br />

SERVICES<br />

Amey -1 1 0<br />

Autovía de Aragón 72 91 -5 158<br />

Other services 59 11 8 78<br />

Investment in services 130 0 102 3 1 236<br />

Amortisation/Impairment 1 -1 0<br />

Net investment in services 131 0 102 3 0 236<br />

Total investment in IFRIC 12 intangible<br />

assets<br />

Total amortisation of IFRIC 12 intangible<br />

assets<br />

Total net investment in IFRIC 12<br />

intangible assets<br />

5,659 0 787 81 120 6,648<br />

-668 0 -7 -10 -3 -688<br />

4,991 0 780 71 117 5,960<br />

Other infrastructure projects<br />

AIRPORTS<br />

BAA 22,670 -22,670 0 0<br />

Other airports 9 -9 0<br />

Total investment in other projects<br />

22,679 -22,670 -9 0<br />

Infrastructure<br />

Amortisation/Impairment - BAA -6,149 6,149 0<br />

Amortisation/Impairment - Other airports -9 9 0<br />

Total amortisation/Impairment - Other -6,158 6,149 9 0<br />

projects Infrastructure<br />

Total net investment in other projects<br />

Infrastructure<br />

16,521 -16,521 0 0<br />

TOTAL INVESTMENT IN<br />

INFRASTRUCTURE PROJECTS<br />

TOTAL AMORTISATION/IMPAIRMENT<br />

INFRASTRUCTURE PROJECTS<br />

TOTAL NET INVESTMENT IN<br />

INFRASTRUCTURE PROJECTS<br />

28,338 -22,670 -9 787 81 120 6,648<br />

-6,826 6,149 9 -7 -10 -3 -688<br />

21,512 -16,521 0 780 71 117 5,960<br />

The most significant changes in 2011 were as follows:<br />

As regards the toll roads in the US, there were significant increases in the assets of the SH 130 (EUR 246 million -2010: EUR 298<br />

million-), North Tarrant Express (EUR 233 million -2010: EUR 173 million-) and LBJ (EUR 96 million -2010: EUR 126 million-) toll roads,<br />

currently under construction.<br />

The exchange rate effect led to an increase of EUR 117 million (2010: EUR 999 million) in the balance of these assets, the full amount<br />

of which is explained by the change in the euro/US dollar exchange rate at the US toll roads (2010: EUR 108 million). The fact that at<br />

year-end 407 ETR International and BAA were accounted for using the equity method (see Note 1) led to a lower exchange rate effect<br />

(the Canadian dollar and pound sterling against the US dollar) on the change in assets.<br />

In 2011 impairment losses of EUR 7 million (see Note 26) were recognised on certain European toll roads.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 33


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

In the case of the infrastructure projects, all the concession assets are securing the borrowings of that company. The borrowing costs<br />

capitalised in this connection in 2011 are detailed in Note 29.<br />

The changes in these assets in 2010 were as follows:<br />

CHANGES IN 2010<br />

IFRIC 12 intangible asset model<br />

Balance at<br />

01/01/10<br />

(Millions of euros)<br />

Changes<br />

in the<br />

scope of<br />

consolidation<br />

Additions Disposals<br />

and<br />

transfers<br />

Exchange<br />

rate<br />

effect<br />

Balance at<br />

31/12/10<br />

TOLL ROADS<br />

407 ETR International 2,936 -3,311 375 0<br />

Spanish toll roads 2,408 74 -1 0 2,481<br />

US toll roads 1,606 626 -177 108 2,163<br />

Other toll roads 1,181 87 -383 0 885<br />

Investment in toll roads 8,131 -3,311 787 -561 483 5,529<br />

Amortisation/Impairment -914 71 -245 478 -59 -669<br />

Net investment in toll roads 7,217 -3,240 542 -83 424 4,860<br />

SERVICES<br />

Amey 117 -122 4 -1<br />

Autovía de Aragón 40 46 -14 0 72<br />

Other services 35 23 1 0 59<br />

Investment in services 192 69 -135 4 130<br />

Amortisation/Impairment -37 0 39 -1 1<br />

Net investment in services 155 69 -96 3 131<br />

Total investment 8,323 -3,311 856 -696 487 5,659<br />

Total amortisation/impairment -951 71 -245 517 -60 -668<br />

Total net investment 7,372 -3,240 611 -179 427 4,991<br />

Other infrastructure projects<br />

AIRPORTS<br />

BAA 21,079 1,085 -232 738 22,670<br />

Other airports 8 0 0 1 9<br />

Total investment in other infrastructure<br />

21,087 1,085 -232 739 22,679<br />

projects<br />

Amortisation/Impairment – BAA -4,830 -1,262 109 -166 -6,149<br />

Amortisation/Impairment - Other airports -8 0 -1 -9<br />

Total amortisation/Impairment - Other<br />

-4,838 -1,262 109 -167 -6,158<br />

infrastructure projects<br />

Total net investment in other infrastructure<br />

projects<br />

16,249 -177 -123 572 16,521<br />

TOTAL INVESTMENT 29,410 -3,311 1,941 -928 1,226 28,338<br />

TOTAL AMORTISATION/ IMPAIRMENT -5,789 71 -1,507 626 -227 -6,826<br />

TOTAL NET INVESTMENT 23,621 -3,240 434 -302 999 21,512<br />

The evolution of the euro exchange rate against the currencies of the countries in which there were significant investments in<br />

infrastructure projects (mainly the pound sterling) in 2010 gave rise to a net increase of EUR 999 million in the balance of these assets.<br />

The most significant changes in 2010 were as follows:<br />

- Toll Roads Division: the main change related to the derecognition from this line item of the assets of the Canadian 407 ETR<br />

toll road, as a result of the sale of 10% of that company, which started to be accounted for using the equity method.<br />

- The main changes in relation to the other toll roads arose in Portugal, with additional investments totalling EUR 80 million in<br />

Euroscut Azores, a toll road under construction. Auto-Estradas Norte was reclassified to “Other Non-current Financial Assets”<br />

for a net amount of EUR 325 million, after the renegotiation of its concession contract with the Portuguese government in July<br />

2010. Under the new agreement, the concession is now a payment for availability model and the financial asset model<br />

provided for in IFRIC 12 is applied.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 34


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

- Additionally, an impairment loss was recognised on for investments in toll roads amounting to EUR 186 million (with an impact<br />

of EUR -137 million on the net profit,) relating essentially to the portfolio of Spanish toll roads and other European toll roads,<br />

due to the negative evolution of traffic in 2010 and the updating of the long-term assumptions for these toll roads.<br />

- Airports Division: the most significant additions relate to the BAA Group, amounting to EUR 1,085 million, of which EUR 958<br />

million related to additions of non-current assets in the course of construction.<br />

9. Property, plant and equipment<br />

“Property, Plant and Equipment” does not include tangible fixed assets assigned to infrastructure projects, which are classified under<br />

“Investments in Infrastructure Projects”.<br />

The changes in the property, plant and equipment in the consolidated statement of financial position were as follows:<br />

CHANGES IN 2011<br />

Land and<br />

buildings<br />

Plant and<br />

machinery<br />

Millions of euros<br />

Other fixtures, tools and<br />

furniture<br />

TOTAL<br />

Investment: 0 0 0 0<br />

Balance at 01/01/11 139 783 573 1,495<br />

Additions 31 31 88 150<br />

Disposals -8 -55 -36 -99<br />

Changes in the scope of consolidation and transfers 26 28 38 92<br />

Exchange rate effect -1 -5 -2 -8<br />

Balance at 31/12/11 187 782 660 1,629<br />

Accumulated depreciation: 0 0 0 1<br />

Balance at 01/01/11 -18 -557 -368 -943<br />

Charge for the year -5 -56 -69 -130<br />

Disposals 3 48 51 102<br />

Changes in the scope of consolidation and transfers -3 -8 -24 -35<br />

Exchange rate effect 0 4 0 4<br />

Balance at 31/12/11 -23 -569 -410 -1,002<br />

Carrying amount at 31/12/11 163 213 250 627<br />

Additions:<br />

The most significant additions in 2011 related to the Services Division, specifically at the Cespa Group in relation to the waste<br />

treatment and collection contract in Murcia, as well as the recognition of other property, plant and equipment in the course of<br />

construction totalling EUR 53 million. Also, <strong>Ferrovial</strong> Agromán acquired specific construction machinery.<br />

Disposals or reductions:<br />

The disposals arose mainly in the Services Division, specifically at the Cespa Group amounting to EUR 40 million in relation to obsolete<br />

or fully depreciated assets; EUR 20 million at Amey, of which EUR 14 million relate to the sale of machinery to a third party; and<br />

approximately EUR 10 million at Ferroser Servicios, S.A.<br />

Changes in the scope of consolidation and transfers:<br />

This line item includes most notably EUR 38 million relating to the value of the assets of the Polish company PNI acquired in 2011 by<br />

the Budimex Group (see Note 1.2.).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 35


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Millions of euros<br />

Land and Plant and<br />

Other fixtures, tools and<br />

CHANGES IN 2010<br />

buildings machinery<br />

furniture<br />

TOTAL<br />

Investment:<br />

Balance at 01/01/10 137 805 801 1,743<br />

Additions 4 36 99 139<br />

Disposals -19 -67 -79 -165<br />

Changes in the scope of consolidation and transfers 12 2 -298 -284<br />

Exchange rate effect 5 7 50 62<br />

Balance at 31/12/10 139 783 573 1,495<br />

Accumulated depreciation:<br />

Balance at 01/01/10 -27 -496 -551 -1,074<br />

Charge for the year -2 -55 -71 -128<br />

Disposals 2 58 54 114<br />

Changes in the scope of consolidation and transfers 10 -59 230 181<br />

Exchange rate effect -1 -5 -30 -36<br />

Balance at 31/12/10 -18 -557 -368 -943<br />

Carrying amount at 31/12/10 121 226 205 552<br />

<br />

<br />

The property, plant and equipment not used in operations are not material with respect to the ending consolidated balances.<br />

No impairment losses were recognised or reversed during the year.<br />

The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and<br />

possible claims that could be brought against it in the ordinary course of its business. The Group considers that the insurance policies<br />

provide adequate coverage for such risks.<br />

The property, plant and equipment in the course of construction amounts to EUR 86 million (2010: EUR 55 million), due mainly to<br />

the increase of property, plant and equipment in the course of construction of Budimex (EUR 61 million).<br />

At 31 December 2011, no significant items of property, plant and equipment were subject to ownership restrictions or had been<br />

pledged to secure liabilities.<br />

Of the total carrying amount of the property, plant and equipment, EUR 248 million relate to investments abroad (2010: EUR 210<br />

million).<br />

10. Investments in companies accounted for using the equity method<br />

The detail of "Investments in Companies Accounted for Using the Equity Method" at 2011 year-end and of the changes therein in 2011<br />

is shown in the table below. Due to their significance, the investments in 407 ETR (43.23%) and BAA (49.99%) are presented<br />

separately.<br />

2011 Millions of euros 407ETR (43.23%) BAA (49.99%) Other TOTAL<br />

Balance at 31/12/10 2,919 0 191 3,110<br />

Exclusion from consolidation of BAA 0 2,365 0 2,365<br />

Changes in the scope of consolidation 0 0 -159 -159<br />

Share of results 27 -10 2 20<br />

Dividends received and equity<br />

reimbursed<br />

-144 0 -6 -151<br />

Translation differences 22 76 0 98<br />

Other 0 -78 14 -64<br />

Balance at 31/12/11 2,824 2,353 42 5,219<br />

The main reasons for these changes are:<br />

1. The main inclusion relates to the ownership interest in BAA, which after a 5.88% divestment carried out during the year and<br />

described in Notes 1.2 and 2, stands at 49.99% of this company’s share capital and is accounted for using the equity method. Its<br />

carrying amount totalled EUR 2,353 million at 31 December 2011, an amount which includes the fair value of the investment<br />

retained by <strong>Ferrovial</strong> amounting to EUR 2,365 million. As a result of this remeasurement, the difference between the carrying<br />

amount of the assets and the fair value of the investment was recognised as an addition to the investment retained.<br />

The other changes in the investment in BAA, other than the profit for the year and the exchange rate effect, relate mostly to the<br />

effects of derivatives and pension funds.<br />

2. The change in the value of 407 ETR relates mainly to the dividends of EUR 144 milion (CAD 198 million) received in the year.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 36


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

3. Noteworthy in connection with the other investees was the exclusion from the scope of consolidation of the 40% interest held<br />

by the Group in Cintra Chile amounting to EUR 159 million, the sale of which was agreed upon on 16 November 2011, as described<br />

in Notes 1.2 and 26.<br />

a. Information relating to BAA<br />

In view of the importance of this investment, and as indicated in Notes 1.2 and 2, following is a detail of the balance sheet and income<br />

statement relating to this group of companies, together with comments on the changes therein in 2011. The balance sheet includes an<br />

intermediate column with balances at October 2011 in order to provide an understanding of the changes in the balance up to the date<br />

on which the 5.88% ownership interest was sold.<br />

The balance sheet figures shown relate to the full balances of BAA. The 49.99% of the equity of the investee do not correspond to the<br />

carrying amount of the investment, since the carrying amount also includes the amount of the gain arising from the remeasurement of<br />

the investment retained at fair value following the sale of the 5.88% ownership interest in this company in October 2011. The gain was<br />

recognised as an addition to goodwill. As required by IAS 28, in future years the possibility of impairment will be assessed for the full<br />

carrying amount of the investment by comparing its recoverable amount with its carrying amount.<br />

At year-end there was no indication that the fair value determined at the date of sale of the 5.88% ownership interest might have<br />

become impaired.<br />

Changes in the balance sheet 2011-2010<br />

BAA (100%) Millions of euros 12/11 10/11 12/10 BAA (100%) Millions of euros 12/11 10/11 12/10<br />

Non-current assets 21,828 21,126 20,868 Equity 2,313 2,402 2,552<br />

Goodwill 3,668 3,545 3,575 Equity attributable to <strong>Ferrovial</strong> 1,156 1,201 1,426<br />

Investments in infrastructure projects 17,405 16,759 16,561 Deferred income 1 1 4<br />

Non-current financial assets 48 50 78 Non-current liabilities 17,939 17,260 18,148<br />

Pension surplus 46 100 0 Provisions for pensions 34 0 77<br />

Deferred tax assets 0 0 0 Bank borrowings 14,264 13,806 14,737<br />

Financial derivatives 660 672 653 Deferred tax liabilities 2,080 2,137 2,418<br />

Other non-current assets 0 0 0 Financial derivatives 1,554 1,310 908<br />

Current assets 575 619 897 Other non-current liabilities 7 7 9<br />

Trade and other receivables 372 283 402 Current liabilities 2,150 2,082 1,061<br />

Cash and cash equivalents 192 327 488 Bank borrowings 1,319 1,325 280<br />

Other current assets 11 9 8 Trade and other payables 812 735 736<br />

Other current liabilities 19 22 46<br />

TOTAL ASSETS 22,403 21,745 21,765 TOTAL EQUITY AND LIABILITIES 22,403 21,745 21,765<br />

‐ Goodwill<br />

The decrease in the goodwill with respect to 2010 was due exclusively to the exchange rate effect, which had a positive impact of EUR<br />

93 milion at 31 December 2011.<br />

‐ Investments in infrastructure projects<br />

In 2011 significant investments amounting to approximately EUR 978 million were recognised, mainly under “Property, Plant and<br />

Equipment in the Course of Construction”. These additions include most notably the investment in the new Terminal 2 at Heathrow<br />

airport, which accounted for around one-half of the investment made in the year, which will continue to grow in <strong>2012</strong> and 2013 as the<br />

date on which the Terminal will be opened draws closer. Other investments made related to baggage transport systems and work on<br />

the completion of Terminal 5C.<br />

Also, the investments in infrastructure projects were reduced by EUR 671 million due to the period depreciation charge. The change in<br />

the pound sterling exchange rate against the euro had a positive impact of EUR 539 million on this line item at 31 December 2011.<br />

‐ Derivative financial instruments at fair value<br />

The net overall value (asset and liability positions) of these financial instruments was EUR -893 million at 31 December 2011, as<br />

compared with EUR -255 milion at 31 December 2010. Following is a description of the main effects that arose in 2011:<br />

o Index linked swaps: the fair value of these derivatives fell from EUR -343 million to EUR -769 million at 31 December 2011<br />

due to the increase in the inflation rate (RPI) in the UK. Since these derivatives do not qualify for hedge accounting, this change<br />

had an impact on financial results as a fair value adjustment of EUR -102 million (effect of EUR 38 million on the net profit of<br />

<strong>Ferrovial</strong>). The borrowing costs incurred in the year on financing amounted to EUR 146 million (effect of EUR -55 million on the<br />

net profit of <strong>Ferrovial</strong>). At year-end the notional value of these derivatives amounted to EUR 6,287 million (GBP 5,254 million).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 37


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

o Interest Rate Swaps: due to the fall in long-term interest rates in the UK, the fair value of the IRSs amounted to EUR -698<br />

million at 31 December 2011, a drop of EUR 255 milion with respect to the fair value of EUR -443 million at 2010 year-end. The<br />

main effect of this drop was a negative impact on reserves of EUR 344 million (a negative impact of EUR 129 million on the<br />

equity of <strong>Ferrovial</strong>), with a cash outflow of EUR 263 million as a result of settlements and borrowing costs of EUR 146 million<br />

(effect of EUR -55 mililon on the net profit of <strong>Ferrovial</strong>). The notional value arranged amounted to EUR 4,851 million at yearend<br />

(GBP 4,054 million).<br />

o Cross Currency Swaps: BAA has arranged certain Cross Currency Swaps aimed at hedging the GBP/EUR and GBP/USD foreign<br />

currency risk to which the foreign currency bonds are exposed. At 31 December 2011, the value of these derivatives was EUR<br />

640 milion (31 December 2010: EUR 619 million). The main effects on these instruments were an impact of EUR -50 million due<br />

to the effect of exchange rate changes on the total notional value, borrowing costs on financing of EUR 39 million (effect of<br />

EUR 15 million on the net profit of <strong>Ferrovial</strong>) and EUR 96 million relating to fair value adjustments (effect of EUR 20 million on<br />

the net profit of <strong>Ferrovial</strong>). The notional value arranged amounted to EUR 3,300 million at year-end (GBP 2,758 million).<br />

o Equity swaps: BAA has arranged equity swaps relating to share option plans schemes linked to the <strong>Ferrovial</strong> share price.<br />

These swaps do not qualify for hedge accounting, and the changes in fair value, which amounted to EUR 24 million at 31<br />

December 2011, were recognised as valuation adjustments (effect of EUR 9 million on net profit).<br />

‐ Pension surplus/deficit<br />

At 31 December 2011, BAA had a pension plan surplus of EUR 12 million, as compared with a deficit of EUR 77 million at the end of<br />

2010. This positive change was due mainly to, among other factors, an actual return on plan assets that was higher than expected.<br />

‐ Equity<br />

Equity amounted to EUR 2,313 million at 31 December 2011, down EUR 239 million with respect to 2010 due mainly to the negative<br />

impact of EUR 276 million arising from the measurement of financial derivatives at fair value, the loss for the year of EUR 24 million<br />

and the adverse impact of EUR 5 million arising from the recognition of pension plans. However, translation differences increased<br />

equity by EUR 61 million.<br />

‐ Bank borrowings<br />

In 2011 there were three bond issues. In May BAA placed bonds amounting to GBP 750 million (EUR 863 million) maturing in May<br />

2041 and with an annual coupon of 5.875%. Also in May, the existing index-linked bond issue was extended by GBP 130 million (EUR<br />

150 million), maturing in 2039 and with an base annual coupon of 3.334%. In addition, in June 2011 a bond issue of USD 1,000<br />

million (EUR 714 million) was launched, with an annual coupon of 4.875% and maturing in 2021.<br />

Also, a new "class B" loan of GBP 50 million (EUR 57 million) maturing in 2019 was arranged and drawn down in full in December<br />

2011.<br />

The funds obtained from the aforementioned issues were used mainly to repay substantially in full the Refinancing Facility of GBP<br />

1,298 million (EUR 1,494 million) and to pay a portion (GBP 263 million -EUR 303 million-) of the interest capitalised through May 2011<br />

on the Toggle facility.<br />

Moreover, GBP 39 million (EUR 45 million) of the payables to the European Investment Bank (EIB) and GBP 23 million (EUR 27 million)<br />

of the debt of the non-regulated airports were repaid.<br />

These transactions significantly improved BAA's debt profile, replacing short-term borrowings with debt maturing in 2019-2021 in the<br />

case of the new "class B" loan and the US dollar issue and in 2039-2041 in the case of the issues in pounds sterling. However, the<br />

bond issued in euros with a nominal value of EUR 1,000 million maturing in February <strong>2012</strong> was reclassified to short term.<br />

The EUR/GBP exchange rate effect increased borrowings by EUR 386 million in 2011.<br />

Lastly, the accompanying table shows a breakdown of BAA's debt, indicating the percentage of the debt that is considered to be<br />

hedged (either by a fixed rate or by derivatives):<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 38


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Balance at<br />

Balance at<br />

Type of borrowing (*) 31/12/11 % 31/12/10 %<br />

BAA (100%) Millions<br />

of euros 14,908 100% 14,398 100%<br />

Fixed 1,642 11% 2,354 16%<br />

Index-linked fixed 6,770 45% 4,789 33%<br />

(*) Nominal debt<br />

‐ Deferred tax liabilities<br />

Hedged 3,538 24% 3,393 24%<br />

Floating 2,959 20% 3,862 27%<br />

The decrease in BAA's deferred tax liabilities was due mainly to the effect of the reduction of the tax rate in the UK in 2011 from 27%<br />

to 25%, which had a positive impact on the income statement of EUR 186 million (EUR 104 million attributable to <strong>Ferrovial</strong>).<br />

Changes in the income statement 2011-2010<br />

The following table shows the changes in BAA's income statement in 2011.<br />

BAA (100%) Millions of euros 12/11 12/10<br />

Operating income 2,904 2,790<br />

Operating expenses -1,412 -1,508<br />

Gross profit from operations 1,492 1,282<br />

Depreciation and amortisation charge -751 -715<br />

Profit from operations before impairment and non-current<br />

741 567<br />

asset disposals<br />

Impairment and disposals of non-current assets 0 -678<br />

PROFIT OR LOSS FROM OPERATIONS 741 -111<br />

Financial loss -1,073 -1,035<br />

Share of profits of companies accounted for using the<br />

0 12<br />

equity method<br />

Loss before tax -332 -1,134<br />

Income tax 308 300<br />

Net loss -25 -834<br />

Loss attributable to <strong>Ferrovial</strong> -13 -467<br />

The last heading in the foregoing table shows the loss attributable to <strong>Ferrovial</strong>. As indicated in Note 2, and pursuant to IFRS 5, the loss<br />

attributable to <strong>Ferrovial</strong> is reported in 2010 as loss from discontinued operations, whereas in 2011 the loss for the first ten months of<br />

the year (EUR 3 million) is reported as loss from discontinued operations and the loss for the last two months (EUR 10 million) is<br />

shown under "Share of Results of Companies Accounted for Using the Equity Method".<br />

Noteworthy in relation to the loss for 2011 were several non-recurring effects, including most notably the impact of fair value<br />

adjustments on derivatives (EUR 36.4 million before tax -effect of EUR 16.5 million on the net loss attributable to <strong>Ferrovial</strong>-) and the<br />

impact of the change of tax rate in the UK, which had an effect of EUR 186 milion on the balance of deferred tax liabilities (effect of<br />

EUR 104 million on the net loss attributable to <strong>Ferrovial</strong>). Also noteworthy was the increase in borrowing costs on financing in 2011<br />

due to the rise in inflation in the UK.<br />

As regards the loss for 2010, the following impacts should be noted: impairment losses on assets of EUR 734 milion (effect of EUR -<br />

366 on the net profit of <strong>Ferrovial</strong>) as a result of the update of the impairment tests; fair value adjustments to derivatives totalling EUR<br />

-51.1 milion (effect of EUR 20.6 million on the net loss attributable to <strong>Ferrovial</strong>); and adjustments to deferred tax liabilities amounting<br />

to EUR 103 million as a result of changes in the applicable tax rate.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 39


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

b. Information relating to 407ETR<br />

In view of the importance of this investment, following is a detail of the balance sheet and income statement relating to this group of<br />

companies at 31 December 2011 and 2010.<br />

These figures relate to 100% of the company and are presented in millions of euros. The 43.23% of the equity does not correspond to<br />

the carrying amount of the investment, since the carrying amount also includes the amount of the gain arising from the<br />

remeasurement at fair value of the investment retained following the sale of the 10% ownership interest in this company 2010. The<br />

increase was recognised as an intangible asset associated with the concession and is being amortised over the term of the concession.<br />

An impairment test was performed on this investment at year-end. The methodology used is that described in Note 6 in relation to Toll<br />

Road Division goodwill. The expected flows for the shareholders are discounted at an estimated cost of equity of 8.7%. No indications<br />

of impairment were detected and there were no reasonable changes in the main assumptions that would have led to the impairment of<br />

the investment.<br />

Changes in the balance sheet 2011-2010<br />

407 ETR (100%) Millions of euros 12/11 12/10 407 ETR (100%) Millions of euros 12/11 12/10<br />

Non-current assets 4,413 4,290 Equity 348 595<br />

Goodwill 982 974 Equity attributable to <strong>Ferrovial</strong> 150 257<br />

Investments in infrastructure projects 2,990 2,935 Deferred income 0 0<br />

Non-current financial assets 205 276 Non-current liabilities 4,321 4,056<br />

Pension surplus 0 0 Provisions for pensions 0 0<br />

Deferred tax assets 230 105 Bank borrowings 4,060 3,954<br />

Financial derivatives 0 0 Deferred tax liabilities 254 98<br />

Other non-current assets 6 0 Financial derivatives 0 0<br />

Assets held for sale 0 0 Other non-current liabilities 7 4<br />

Current assets 349 451 Liabilities held for sale 0 0<br />

Trade and other receivables 102 95 Current liabilities 94 90<br />

Cash and cash equivalents 243 343 Bank borrowings 55 53<br />

Other current assets 4 13 Trade and other payables 31 27<br />

Other current liabilities 8 10<br />

TOTAL ASSETS 4,762 4,741 TOTAL EQUITY AND LIABILITIES 4,762 4,741<br />

Set forth below is a description of the main changes in the balance sheet of 407 ETR at 31 December 2011 with respect to the<br />

preceding year-end:<br />

‐ Non-current financial assets<br />

The balance of this heading decreased by EUR 71 million, due mainly to the sale of the Asset Backed Commercial Paper investments in<br />

the first half of 2011, as a result of which a gain of EUR 1 million was recognised in profit or loss.<br />

‐ Investments in infrastructure projects<br />

The increase in the investments in infrastructure projects relates mainly to investments in extensions to rails and bridges. The<br />

exchange rate effect increased the balance of this line item by EUR 27 million.<br />

‐ Bank borrowings<br />

The financial debt increased by approximately EUR 107 million from EUR 4,008 million at 2010 year-end to EUR 4,115 million at 31<br />

December 2011. The main reasons for this increase were the refinancing of certain Senior Bonds for a nominal value that was higher<br />

than that of the preceding series (EUR +34 million); the increase in the inflation component of the Real Return Bonds (EUR +22<br />

million); and a drop in the value of the SIPSs (EUR +12 million); and an exchange rate effect of EUR +38 million. The increase was<br />

partially offset by, among other factors, the repayment of EUR 6 million of the principal of certain Senior Bonds.<br />

Lastly, following is a breakdown of the debt of 407 ETR, indicating the percentage of the debt that is considered to be hedged (either<br />

by a fixed rate or by derivatives).<br />

Type of borrowing (*)<br />

Balance at<br />

31/12/11 %<br />

Balance at<br />

31/12/10 %<br />

407 ETR (100%)<br />

Millions of euros 4,074 100% 3,963 100%<br />

Fixed 2,797 69% 2,738 69%<br />

Index-linked fixed 1,277 31% 1,226 31%<br />

(*) Nominal debt<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 40


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

‐ Equity<br />

Equity dropped by EUR 247 million with respect to 2010, as a result of a profit for the year of EUR 93 million and the payment of a<br />

dividend of EUR 334 million to the shareholders. The exchange rate effect reduced the company's equity by EUR 6 million.<br />

Changes in the income statement 2011-2010<br />

The following table shows the changes in the income statement of 407 ETR in 2011.<br />

407 ETR (100%) Millions of euros 12/11 12/10<br />

Operating income 490 457<br />

Operating expenses -88 -91<br />

Gross profit from operations 402 366<br />

Depreciation and amortisation charge -42 -42<br />

Net profit from operations 359 324<br />

Financial loss -236 -240<br />

Profit before tax 123 85<br />

Income tax -30 -28<br />

Net profit 93 56<br />

Intangible asset amortisation -13 -2<br />

Profit attributable to <strong>Ferrovial</strong> 27 28<br />

The accompanying income statement includes, in addition to the profit earned by the concession operator, the amortisation of the<br />

intangible asset recognised as a result of the measurement at fair value of the investment retained after the sale of the 10% ownership<br />

in 2010, as indicated earlier.<br />

c. Other companies accounted for using the equity method<br />

Appendix I shows a list of the investments of companies accounted for using the equity method, indicating their name, the country in<br />

which they were incorporated, the business segment to which they belong, the proportion of ownership interest, the aggregate assets<br />

and liabilities, revenue and profit or loss for the year.<br />

This list includes certain associates with a carrying amount of zero. Under IAS 28, if an entity’s share of losses of an associate equals or<br />

exceeds its interest in the associate, the entity discontinues recognising its share of further losses, unless the entity has incurred legal<br />

or constructive obligations that make it necessary to recognise a liability for additional losses after the entity’s interest is reduced to<br />

zero. The equity deficit, in proportion to the percentage of ownership, not recognised at associates amounted to approximately EUR<br />

814 million at 31 December 2011 and related to Indiana Toll Road. This toll road incurred a loss attributable to <strong>Ferrovial</strong> of EUR 74<br />

million at 31 December 2011 (not recognised). The equity deficit arose mainly as a result of the drop in fair value of the derivatives<br />

arranged by the concession operator.<br />

Lastly, at 31 December 2011 Indiana Toll Road had total borrowings of EUR 2,838 million, maturing in 2015, total assets of EUR 3,089<br />

million and revenue totalling EUR 133 million.<br />

d. Other disclosures relating to companies accounted for using the equity method<br />

There are no significant restrictions on the capacity of associates to transfer funds to the Parent in the form of dividends, debt<br />

repayments or advances other than such restrictions as might arise from this financing agreements of those associates or from their<br />

own financial situation, and there are no contingent liabilities relating to associates that might ultimately be assumed by the Group.<br />

The only company accounted for using the equity method in which the ownership interest is below 20% is Madrid Calle 30. The equity<br />

method is used because although <strong>Ferrovial</strong> only has an indirect ownership interest of 10%, it has the power to appoint one member of<br />

the Board of Directors.<br />

There are no significant companies in which the ownership interest exceeds 20% that are not accounted for using the equity method.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 41


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The changes in “Investment in companies accounted for using the equity method” in the consolidated statement of financial position in<br />

2010 were as follows:<br />

Millions of euros 2010<br />

Beginning balance 262<br />

Changes in the scope of consolidation 2,776<br />

Share of results 62<br />

Dividends received and equity reimbursed -23<br />

Transfers to “ assets held for sale” -32<br />

Impairment -80<br />

Other 3<br />

Exchange differences 142<br />

Ending balance 3,110<br />

Following is a description of the main changes in the scope of consolidation in 2010:<br />

- In the Toll Road Division, the main inclusion related to the ownership interest in the 407 ETR toll road, which after the 10%<br />

divestment carried out in 2010 stands at 43.23% of this company’s share capital and is accounted for using the equity method.<br />

This heading also included the remaining 40% interest in Cintra Chile, following the sale of 60% of its shares, retained by the<br />

Group and which was accounted for using the equity method (EUR 159 million).<br />

- Additionally, in the Services Division Tube Lines was excluded from the scope of consolidation, giving rise to a reduction of EUR<br />

131 million.<br />

The transfers to assets held for sale reflected the reclassification to that line item of Trados 45 and Swissport for EUR 21 million and<br />

EUR 11 million, respectively.<br />

Lastly, in 2010 an impairment loss was recognised, with a negative impact of EUR 56 million on the profit for the year, relating mainly<br />

to the portfolio of Spanish toll roads and other European toll roads, due to the negative evolution of traffic during 2010 and to the<br />

update of long-term assumptions for these toll roads.<br />

11. Non-current financial assets<br />

The changes in "Non-Current Financial Assets in 2011 were as follows:<br />

CHANGES IN 2011<br />

(Millions of euros)<br />

Available-forsale<br />

financial<br />

assets<br />

Infrastructure<br />

project<br />

receivables<br />

Restricted cash<br />

and other noncurrent<br />

financial<br />

assets<br />

Other<br />

receivables<br />

TOTAL<br />

Investment:<br />

Balance at 31/12/10 34 1,344 551 255 2,184<br />

Exclusion from consolidation of BAA -33 -45 -78<br />

Additions 107 35 36 188<br />

Disposals -77 -196 -28 -409<br />

Transfers -97 16 16<br />

Charge for the year -12 -12<br />

Exchange rate effect 2 1 3<br />

Balance at 31/12/11 1 1,279 390 224 1,893<br />

Note: balances presented net of allowances.<br />

“Infrastructure project receivables” includes financial assets arising from the application of IFRIC 12 and relates mainly to<br />

amounts receivable from the government in return for services rendered or investments made under a concession arrangement. The<br />

existing financial assets relate to the concession operators Autopista Terrasa Manresa, Autopista Norte Litoral and Eurolink M3,<br />

amounting to EUR 467 million, EUR 285 million and EUR 218 million, respectively (EUR 479 million, EUR 325 and EUR 307 million,<br />

respectively, in 2010).<br />

They also include the accounts receivable relating to Concesionaria de Prisiones Lledoners amounting to EUR 75 million (2010: EUR 76<br />

million), Concesionaria de Prisiones Figueras amounting to EUR 119 million (2010: EUR 111 million). As regards the Services Division,<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 42


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

the assets relate to Cespa, totalling EUR 35 million (2010: EUR 46 million) and Amey-Cespa, totalling EUR 80 million, which in 2010 was<br />

considered to be held for sale (see Note 13), which accounts for substantially all the additions in this connection.<br />

The additions relate mainly to an account receivable of EUR 77 million from Amey-Cespa, which in 2010 was classified as held for sale<br />

(see Note 13); EUR 7 million relating to Concesionaria de Prisiones Figueras and EUR 17 million relating to a higher account receivable<br />

from Autopista Norte Litoral.<br />

The disposals include mainly EUR 25 million relating to the impairment of assets of certain European toll roads (see Note 26) and the<br />

remainder relate to effective settlements made in the year in the Toll Roads Division.<br />

Also, the transfers of EUR 97 million relate to the reclassifications to short term made at Autopista Terrasa Manresa and Eurolink M3<br />

based on the period to maturity of the payments established with the concession grantor.<br />

Lastly, as indicated in Note 3.3.21.2, it should be noted that at 31 December 2011 and 2010 the income associated with the financial<br />

asset model recognised as revenue amounted to EUR 155 million and EUR 119 million, respectively.<br />

"Restricted Cash and Other Non-Current Financial Assets" includes the deposits securing bond issues associated with the<br />

financing of infrastructure not yet built, corresponding mainly to NTE Mobility Partners LLC (EUR 81 million -2010: EUR 130 million-),<br />

Chicago Skyway (EUR 52 million -2010: EUR 44 million-) and LBJ Infrastructure Group (EUR 178 million -2010: EUR 326 million-).<br />

The decreases in this line item arose mainly at the concession operators North Tarrant Express and LBJ Infraestructure Group<br />

amounting to EUR 49 million and EUR 147 million, respectively, since both operators are currently making progress with the<br />

construction work on the toll roads (see Note 8).<br />

Lastly, "Other Receivables” includes, inter alia, loans to associates of the Services Division amounting to EUR 53 million (2010: EUR<br />

50 million) and long-term receivables from various municipal councils negotiated mainly by the Services Division and totalling EUR 97<br />

million (2010: EUR 97 million). The transfers relate to a reclassification to long term in relation to the renegotiation of the accounts<br />

payable of the Cespa Group company Inagra, S.A.<br />

The changes in these items in 2010, for information purposes, were as follows:<br />

CHANGES IN 2010<br />

(Millions of euros)<br />

Available-forsale<br />

financial<br />

assets<br />

Infrastructure<br />

project<br />

receivables<br />

Restricted cash<br />

and other noncurrent<br />

financial<br />

assets<br />

Other<br />

receivables<br />

TOTAL<br />

Investment:<br />

Balance at 01/01/10 33 874 554 474 1,935<br />

Additions 534 331 96 961<br />

Disposals -147 -227 -374<br />

Changes in the scope of consolidation<br />

and transfers -1 -62 -205 -88 -356<br />

Charge for the year 0<br />

Exchange rate effect 2 -2 18 18<br />

Balance at 31/12/10 34 1,344 551 255 2,184<br />

The most significant changes in 2010 were as follows:<br />

‐ Auto-Estradas Norte (EUR 325 million), which started to renegotiate its concession arrangement with the Portuguese government on<br />

1 July 2010, which became a payment for availability arrangement, giving rise to the application of the financial asset model<br />

provided for in IFRIC 12. The remaining increase related to the accrual of the other accounts receivable in the year.<br />

‐ The changes in the scope of consolidation and transfers were due mainly to the settlement of the subordinated debt between<br />

Amey and Tube Lines totalling EUR 70 million, after the latter’s sale in June 2010, which was considered to constitute a cost to<br />

sell.<br />

‐ There was a reduction of EUR 205 million in "Restricted Cash and Other Non-Current Financial Assets" due to the exclusion<br />

from the scope of consolidation of 407 ETR, which started to be accounted for using the equity method in 2010 following the sale<br />

of the 10% ownership interest in this company.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 43


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

12. Derivative financial instruments at fair value<br />

a) Description of the main derivative financial instruments<br />

The detail of the derivatives arranged and of the fair value thereof at 31 December 2011 and 2010, as well as the maturities of the<br />

notional amounts to which the derivatives relate (notional maturities are shown as positive figures and future increases already<br />

arranged as negative figures) are as follows:<br />

Millions of euros Fair value Notional maturities<br />

31/12/16 and TOTAL<br />

Balances at Balances at<br />

31/12/12 31/12/13 31/12/14 31/12/15 subsequent NOTIONAL<br />

31/12/11 31/12/10<br />

Type of instrument<br />

years AMOUNTS<br />

ASSET BALANCES 135 847 447 -1 -4 -2 49 489<br />

Index linked Swaps BAA 0 2 0 0 0 0 0 0<br />

Cross Currency Swaps BAA 0 641 0 0 0 0 0 0<br />

Index linked Swaps Cintra 123 190 0 -1 -4 -2 49 41<br />

Equity swaps (*) 0 13 0 0 0 0 0 0<br />

Cintra forwards 0 0 156 0 0 0 0 156<br />

IRS corporate 3 0 0 0 0 0 0 0<br />

Other derivatives 9 1 291 0 0 0 0 292<br />

LIABILITY BALANCES 1,521 1,968 141 670 36 38 3,162 4,047<br />

Index linked Swaps BAA 0 345 0 0 0 0 0 0<br />

Interest Rate Swaps BAA 0 443 0 0 0 0 0 0<br />

Cross Currency Swaps BAA 0 22 0 0 0 0 0 0<br />

Equity swaps (*) 135 294 99 267 0 1 37 404<br />

Interest rate swaps Cintra 1,287 736 -2 382 18 20 2,856 3,274<br />

Cintra forwards 0 11 0 0 0 0 0 0<br />

IRIS corporate 35 76 0 0 0 0 0 0<br />

Other derivatives 64 41 44 21 18 17 269 369<br />

NET BALANCES -1,386 -1,121 587 669 32 36 3,211 4,535<br />

(*) The items indicated are the main derivatives arranged by the Group that do not qualify for hedge accounting, as explained in this note.<br />

b) Main effects on profit or loss and equity<br />

The changes for accounting purposes in the main derivatives arranged by fully consolidated companies, detailing the fair values thereof<br />

at 31 December 2011 and 2010, and the impact on reserves, profit or loss and other statement of financial position items are as<br />

follows:<br />

Type of instrument<br />

Balance at<br />

31/12/11<br />

Balance at<br />

31/12/10<br />

Change<br />

Exclusion<br />

from<br />

consolidation<br />

of BAA<br />

Impact on<br />

reserves<br />

(I)<br />

Impact on<br />

profit or loss<br />

of fair value<br />

changes (II)<br />

Breakdown of changes<br />

Impact on<br />

financial<br />

profit/loss<br />

(III)<br />

Cash<br />

(IV)<br />

Exchange<br />

rate (V)<br />

Other<br />

impacts<br />

on equity<br />

or profit<br />

or loss<br />

(VI)<br />

Index linked Swaps BAA 0 -343 343 343 0 0 0 0 0 0 343<br />

Interest Rate Swaps BAA 0 -443 443 443 0 0 0 0 0 0 443<br />

Cross Currency Swaps BAA 0 619 -619 -619 0 0 0 0 0 0 -619<br />

Index linked Swaps Cintra 123 190 -67 0 -67 0 0 -1 0 1 -67<br />

Interest rate swaps Cintra -1,287 -736 -551 0 -470 -1 -103 87 -45 -18 -550<br />

Cintra forwards 0 -11 11 0 5 0 0 9 -3 0 11<br />

Equity swaps -135 -281 146 88 0 58 -9 9 0 0 146<br />

Interest Rate Swaps<br />

corporate<br />

-32 -76 44 0 45 2 -23 47 0 -28 44<br />

Other derivatives -55 -40 -15 0 -7 -1 2 2 12 -23 -16<br />

TOTAL -1,386 -1,121 -265 255 -494 57 -133 153 -36 -68 -265<br />

TOTAL<br />

As discussed in Note 3.3.8, derivatives are recognised at market value at the arrangement date and at fair value at subsequent dates.<br />

Changes in the value of these derivatives are recognised for accounting purposes as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 44


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

- The changes in fair value of the derivatives that qualify for hedge accounting during the year are recognised in<br />

reserves (column I).<br />

- The changes in fair value of the derivatives that do not qualify for hedge accounting or that are considered to be held<br />

for speculative purposes are recognised as a fair value adjustment in the Group’s income statement (column II) and<br />

are reflected separately in the income statement (see detail in Note 26).<br />

- “Impact on Financial Profit/(Loss)” (column III) reflects the impact of financing on financial profit or loss in respect of<br />

interest accrued during the year.<br />

- “Cash” (column IV) indicates net payments and collections during the year.<br />

- The impact of the difference between closing exchange rates at December 2011 and 2010 is also presented separately<br />

(column V).<br />

- Lastly, “Other Impacts” shows the impacts on profit or loss from operations or other impacts not considered in the<br />

other columns (column VI).<br />

Toll Road Division derivatives<br />

Index linked swaps Cintra<br />

In 2009 Autema arranged an index linked swap to hedge income variability, for which an annual CPI of 2.50% was established. This<br />

hedge is deemed to be effective and had a gross impact on reserves of EUR -67 million.<br />

Interest rate swaps Cintra<br />

In order to hedge the interest rate risk in its infrastructure projects, Cintra arranged interest rate hedges on the projects’ debt,<br />

establishing a fixed or increasing interest rate for a total notional amount of EUR 3,274 million at 31 December 2011.<br />

Taken as a whole, the fair value of these hedges fell from EUR -736 million in December 2010 to EUR -1,287 million in 2011, due to the<br />

overall drop in long-term interest rates. This effect is clearly evident in the derivative instruments arranged to hedge the project debt in<br />

the US (mainly Chicago and SH130), where the fair value of derivative instruments decreased from EUR -531 million in December 2010<br />

to EUR -900 million in December 2011. The fair value of the other derivative instruments of this kind (mainly to hedge the interest rate<br />

risk relating to Spanish toll roads) arranged by Cintra fell from EUR -205 million in December 2010 to EUR -386 million in December<br />

2011, particularly noteworthy being the adverse impact of the derivative of Cintra Inversora Autopistas de Cataluña (EUR -102 million).<br />

Also worthy of mention was the arrangement of a new derivative by the concession operator Ausol, namely a forward starting swap,<br />

the fair value at year-end was EUR -31 million. This derivative has a notional value, from <strong>2012</strong> onwards, of EUR 246 million and bears<br />

fixed interest of 3.7975%.<br />

Since these derivatives are considered to be fully effective, the changes in fair value had negative impact on reserves of EUR -470<br />

million, while the changes in settlements and accruals had an impact of EUR -103 million on the financial profit or loss and a net<br />

outflow of cash totalling EUR 87 million.<br />

Cintra forwards<br />

Of particular note in this section are the hedges based on forward contracts ・in relation to the US dollar ・ of a portion of the amount of<br />

the capital contributions that it is planned to make at the US toll roads in <strong>2012</strong>. Also included are several currency forwards to hedge<br />

the funds obtained from the sale of 40% of the investment in Cintra Chile (see Note 26).<br />

Equity swaps<br />

The derivatives include equity swaps arranged by the Group solely to hedge the impact on equity of its stock option plans, as described<br />

in Note 4.5 on market risk.<br />

These equity swaps do not qualify for hedge accounting and the related gains or losses are recognised as fair value adjustments (see<br />

Note 26) in financial profit or loss. Note 34 on “Share Option Plans” contains a breakdown and description of these equity swaps.<br />

Interest Rate Swaps corporate<br />

These derivatives had a fair value of EUR -32 million at 31 December 2011 (31 December 2010: EUR -76 million). They were arranged<br />

to hedge possible fluctuations in interest rates on the syndicated loan in pounds sterling obtained by <strong>Ferrovial</strong> to finance the acquisition<br />

of the BAA shares. When the corporate debt was redenominated in euros, as described in Note 16, these derivatives no longer qualified<br />

for hedge accounting and, therefore, since that date changes in their fair value have been recognised in full in profit or loss as fair<br />

value adjustments. In order to mitigate this effect, the Company has arranged new derivatives with opposite positions to those already<br />

existing to enable their notional values to offset each other.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 45


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Other derivatives<br />

“Other Derivatives” relates primarily to the following instruments:<br />

- Services Division interest rate hedges, consisting mainly of the contract for the upgrade and maintenance of the A2 (Autovía de<br />

Aragón) road. This hedge was arranged in 2009 in relation to interest rates on debt, representing a notional amount of EUR 102 million<br />

and with a fixed interest rate of 4.7640%.<br />

- In addition to the derivatives described in this Note, it should be noted that BAA, which is accounted for using the equity method, has<br />

arranged derivatives with a notional value of EUR 14,438 million (GBP 12,066 million), as described in greater detail in Note 10.<br />

c) Hedge measurement methods<br />

On 1 July 2009, <strong>Ferrovial</strong> S.A. decided to adopt the amendments to IFRS 7 pursuant to which the significance of each of the Company’s<br />

derivatives must be described in accordance with a fair value measurement hierarchy.<br />

This hierarchy establishes three categories, based on the items used to calculate fair value:<br />

- LEVEL 1.- Quoted prices (unadjusted) in active markets for identical assets or liabilities.<br />

- LEVEL 2.- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,<br />

either directly (i.e. as prices) or indirectly (i.e. derived from prices); and<br />

- LEVEL 3.- Inputs for the asset or liability that are not based on observable market data (unobservable inputs).<br />

All <strong>Ferrovial</strong> S.A.’s derivative financial instruments and other financial instruments carried at fair value are included in LEVEL 2 of the<br />

fair value measurement hierarchy.<br />

The valuations performed by the Company are in any event compared against the valuations received from the counterparty banks, on<br />

a monthly basis.<br />

Equity swaps are measured as the sum of the difference between the market price thereof on the calculation date and the unit<br />

settlement price agreed at inception, multiplied by the number of swaps, and the present value of the finance cost agreed upon in the<br />

contract.<br />

The other instruments were measured by quantifying the net future payment and collection flows, discounted to present value, with<br />

the following specific features:<br />

- Interest rate swaps: these future cash flows with floating reference rates are estimated by using current market assessments of the<br />

time value of money; and each flow is updated using the market zero-coupon rate in accordance with the settlement period and<br />

currency in question at the measurement date.<br />

- Cross currency swaps: discount curves existing on the market at the measurement date for each period, currency and credit profile<br />

are used to project cash flows. Those flows with a floating reference rate are estimated by using implicit curves that reflect the future<br />

behaviour as perceived by the market at the measurement date; and the present value of flows from collections and payments is<br />

calculated using the discount exchange rate existing at the measurement date based on the period and currency.<br />

- Index linked swaps: these future cash flows are estimated by projecting the future implicit behaviour of the curves as perceived by<br />

the market on the measurement date, for both reference interest rates and for reference inflation rates. As in the cases described<br />

above, discount rates are used for each settlement period of the flows and currencies, obtained at the measurement date.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 46


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

13. Non-current assets and liabilities classified as held for sale<br />

The changes in the assets and liabilities classified as held for sale in the years ended 31 December 2011 and 2010 were as follows:<br />

(millions of euros)<br />

CHANGES IN 2011 01/01/11<br />

Reductions<br />

due to sale<br />

ASSETS<br />

Transfers of<br />

non-current<br />

assets<br />

31/12/11<br />

Toll roads and car parks 28 -28 0 0<br />

Trados 45 28 -28<br />

Services 1,485 -1,378 -107 0<br />

Swissport 1,378 -1,378 0<br />

Donarbon PFI 107 -107<br />

Other 2 0 0 2<br />

Assets held for sale 1,515 -1,406 -107 2<br />

(millions of euros)<br />

LIABILITIES<br />

CHANGES IN 2011<br />

01/01/10<br />

Reductions<br />

due to sale<br />

Transfers of<br />

non-current<br />

assets<br />

31/12/11<br />

Services 891 -797 -94 0<br />

Swissport 797 -797<br />

Donarbon PFI 94 -94<br />

Other 0 0 0<br />

Liabilities held for sale 891 -797 -94 0<br />

Assets and liabilities classified as held for sale consist of assets or liabilities that will foreseeably be sold within one year, as described in<br />

Note 3.3.12.<br />

Following is a description of the main changes in assets and liabilities classified as held for sale.<br />

- Toll Roads Division: as described in Notes 1.2 and 26, on 10 January the sale of 50.00% of the ownership interest held by Cintra<br />

Infraestructuras in its subsidiary Autopista Trados 45 was formally executed.<br />

- Services Division: as described in Notes 1.2 and 26, on 17 February the holding owned by <strong>Ferrovial</strong> Servicios in Swissport was sold.<br />

Also, the plan to sell its interest in a portion of the assets of Amey-Cespa, with a carrying amount of EUR 13 million, was cancelled.<br />

This company is a non-strategic part of the Donarbon Group’s total assets that were acquired in 2010.<br />

At 31 December 2011, the assets and liabilities classified as held for sale related mainly to Cespa Portugal's ownership interest in its<br />

subsidiary Sopovico Soc. Port. Vias de com., S.A.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 47


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The changes in 2010 were as follows:<br />

ASSETS<br />

CHANGES IN 2010 31/12/09 Reductions due<br />

to sale<br />

Transfers of noncurrent<br />

assets<br />

Exchange rate<br />

effect<br />

Balance at<br />

31/12/10<br />

Airports 116 -121 0 5 0<br />

APP 81 -84 3 0<br />

BAA USA 35 -37 2 0<br />

Toll Roads 1,640 -1,641 28 1 28<br />

Trados 45 0 28 28<br />

Chilean toll roads 1,640 -1,641 1 0<br />

Services 44 -3 1,444 0 1,485<br />

Cespa Portugal 41 -41 0<br />

Swissport 0 1,378 1,378<br />

Donarbon PFI 107 107<br />

Other 3 -3 0<br />

Other 2 0 2<br />

Assets held for sale 1,802 -1,765 1,472 6 1,515<br />

LIABILITIES<br />

CHANGES IN 2010 31/12/09 Reductions due<br />

to sale<br />

Transfers of noncurrent<br />

assets<br />

Exchange rate<br />

effect<br />

Balance at<br />

31/12/10<br />

Airports 5 -5 0 0 0<br />

APP 0 0<br />

BAA USA 5 -5 0 0<br />

Toll Roads 1,608 -1,608 0 0 0<br />

Chilean toll roads 1,607 -1,608 0 0<br />

Services 34 0 857 0 891<br />

Cespa Portugal 34 -34 0<br />

Swissport 797 797<br />

Donarbon PFI 0 94 94<br />

Liabilities held for sale 1,647 -1,613 857 0 891<br />

At 31 December 2010, the assets and liabilities classified as held for sale related mainly to the Services Division, specifically to<br />

Swissport. Also included was the ownership interest held in the concession operator Trados 45 in the Toll Roads Division.<br />

The main changes in the assets and liabilities classified as held for sale were as follows:<br />

Airports Division:<br />

- On 22 June 2010, a sale transaction was completed in which BBA’s ownership interest in Airport Property Partnership (APP)<br />

was sold for GBP 244 million (EUR 298 million), giving rise to a net gain of GBP 11 million (EUR 12 million).<br />

- On 30 July, 2010, BAA USA was sold for a USD 50 million (EUR 38 million), giving rise to a gross gain of EUR 7 million (net gain<br />

of EUR 1 million).<br />

Toll Roads Division:<br />

- On 15 September 2010, Cintra Infraestructuras entered into an agreement to sell a 60% ownership interest in Cintra<br />

Concesiones de Infraestructuras de Transporte de Chile Limitada (Cintra Chile). The transaction totalled approximately CLF 7<br />

million development units (EUR 220 million).<br />

Services Division:<br />

- In November 2010 <strong>Ferrovial</strong> Servicios, S.A. entered into an agreement to sell all of the shares held in the share capital of<br />

Swissport International AG, the Parent of the Swissport Group. The transactions was completed in February 2011 (see Note 1).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 48


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

14. Inventories<br />

The detail of inventories at 31 December 2011 and 2010 is as follows:<br />

Balance at<br />

31/12/11<br />

Millions of euros<br />

Balance at<br />

31/12/10<br />

Change<br />

2011-2010<br />

Land and building lots 140 149 -9<br />

Raw materials and other supplies 146 150 -4<br />

Property developments in progress and other 144 148 -4<br />

Write-downs -3 -2 -1<br />

Total 427 445 -18<br />

Of the total inventories, EUR 193 million relate to property developments in Poland and EUR 202 million relate to the Construction<br />

Division. At 31 December 2011, there were no inventories of a significant amount, other than those associated with property<br />

developments amounting to EUR 71 million, subject to ownership restrictions or pledged to secure liabilities.<br />

15. Trade and other receivables<br />

a) Trade receivables for sales and services<br />

The detail of the balance of “Trade Receivables” at 31 December 2011 and 2010 is as follows:<br />

Balance at<br />

31/12/11<br />

Millions of euros<br />

Balance at<br />

31/12/10<br />

Change 2011-2010<br />

Trade receivables<br />

1,685 1,710 -25<br />

Retentions for guarantees<br />

89 120 -31<br />

Amounts to be billed for work performed<br />

480 492 -12<br />

Trade receivables for BAA sales<br />

0 204 -204<br />

Total trade receivables for sales and services<br />

2,254 2,526 -272<br />

TOTAL Advances received on orders (Note 22) -786 -756 -30<br />

Total net trade receivables 1,468 1,770 -302<br />

For a fuller understanding of trade receivables, the foregoing table shows the amounts net of advances, although the advances are<br />

recognised in liabilities, under “Trade Payables” (see Note 22). This balance includes contractually stipulated advances and amounts<br />

billed in advance for construction work.<br />

At 31 December 2011, a total of EUR 362 million (EUR 297 million at 31 December 2010) had been deducted from “Trade Receivables”<br />

relating to assets derecognised since it was considered that they met the conditions stipulated in IAS 39.20 regarding the derecognition<br />

of financial assets.<br />

Following is a detail, by type of debtor, of the main trade receivables. This information does not coincide with that shown under "Trade<br />

Receivables" due mainly to the fact that it also includes long-term trade receivables, other receivables and non-recourse discounting<br />

transactions.<br />

Millions of euros<br />

Construction Services Other Total<br />

Public authorities 790 29.1% 1,097 40.4% 174 6.4% 2,061 76.0%<br />

Private-sector customers 484 17.9% 162 6.0% 6 0.2% 652 24.0%<br />

TOTAL RECEIVABLES 1,274 47.0% 1,259 46.4% 180 6.6% 2,713 100%<br />

This detail shows that 76% of the Group's customers are public authorities and the rest are private-sector customers.<br />

In order to manage credit risk relating to private customers, the Group has implemented pre- and post-contracting measures. Precontracting<br />

measures include the consultation of debtor registers, ratings and solvency studies, while post-contracting measures during<br />

the execution of construction work include the follow-up of contractual incidents and non-payment events.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 49


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

b) Other receivables<br />

The detail of “Other Receivables” at 31 December 2011 and 2010 is as follows:<br />

Millions of euros<br />

Balance at<br />

31/12/11<br />

Balance at<br />

31/12/10<br />

Change 2011-<br />

2010<br />

Other receivables 579 604 -25<br />

Receivable from public authorities 172 151 21<br />

Total other non-trade receivables 751 755 -4<br />

“Other Receivables” includes balances receivable arising outside the ordinary course of business carried on by each segment and<br />

advances to suppliers amounting to EUR 50 million (EUR 50 million at 31 December 2010).<br />

“Receivable from Public Authorities” includes balances receivable from public authorities other than income tax.<br />

Also, “Trade and Other Receivables - Other Receivables” includes current financial assets arising from the application of IFRIC 12<br />

relating mainly to amounts receivable from the government in return for services rendered or investments made under a concession<br />

arrangement. These financial assets relate to the concession operators Autopista Terrasa Manresa, Autopista Norte Litoral and Eurolink<br />

M3, amounting to EUR 53 million, EUR 49 million and EUR 54 million, respectively. The detail of the balance of “Trade Receivables” at<br />

31 December 2011 and 2010 is as follows:<br />

c) Provisions<br />

Provisions for doubtful receivables are recognised as described in Note 3-c. The changes in operating provisions and allowances were<br />

as follows:<br />

Changes in provisions and allowances<br />

Millions of euros<br />

2011 2010<br />

Change<br />

2011-2010<br />

Beginning balance -178 -290 112<br />

Amounts charged to profit or loss -123 -15 -108<br />

Reductions/Amounts used 15 1 14<br />

Exchange rate effect 4 -3 7<br />

Transfers -14 129 -143<br />

Ending balance -296 -178 -118<br />

Group management considers that the carrying amount of trade receivables approximates their fair value.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 50


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

16. EQUITY<br />

The detail of the main impacts net of taxes that affected the changes in equity in 2011 is as follows:<br />

2011<br />

Attributable to<br />

Attributable to<br />

Total<br />

non-controlling<br />

equity holders<br />

equity<br />

interests<br />

Equity at 31/12/10 5,194 1,434 6,628<br />

Consolidated profit or loss for the year 1,269 -1 1,268<br />

Hedges -266 -135 -401<br />

Defined benefit plans -56 0 -56<br />

Translation differences 54 -17 37<br />

Income and expense recognised directly in equity of fully consolidated<br />

-268 -152 -420<br />

companies<br />

Income and expense recognised directly in equity of companies accounted<br />

-43 0 -43<br />

for using the equity method<br />

Income and expense recognised directly in equity relating to discontinued<br />

-78 0 -78<br />

operations<br />

Amounts transferred to profit or loss of fully consolidated companies -63 0 -63<br />

Amounts transferred to profit or loss relating to discontinued operations 497 0 497<br />

Total income and expense recognised directly in equity 1,314 -153 1,160<br />

Dividends paid -367 -30 -396<br />

Capital increases/reductions 0 77 77<br />

Transactions with owners -367 47 -320<br />

Exclusion from consolidation of BAA 0 -1,127 -1,127<br />

Changes in the scope of consolidation 0 -18 -18<br />

Other changes -4 -33 -36<br />

Equity at 31/12/11 6,138 150 6,288<br />

Following is a description of the main changes in shareholders’ equity in 2011, the positive evolution of which gave rise to an increase<br />

of EUR 786 million.<br />

The profit for the year attributable to the Parent totalled EUR 1,269 million.<br />

Hedging instruments: recognition of the revaluation of the effective portion of derivatives qualifying for hedge accounting (see Note<br />

12), the negative impact of which was EUR 266 million net of taxes attributable to the Parent in the case of the fully consolidated<br />

companies, EUR 44 million in the case of the companies accounted for using the equity method and EUR 99 million in the case of the<br />

companies classified as held for sale or discontinued operations (mainly BAA for the first ten months of 2011).<br />

The main changes in the fair value of hedges relate to interest rate swaps, caused by fluctuating market reference rates. The main<br />

changes involved BAA, with a negative impact of EUR 138 million, the Toll Roads Division, with a negative impact of EUR 280 million,<br />

especially at Chicago Skyway, SH-130 Concession Company and Cintra Inversora de Autopistas de Cataluña, and the Services Division<br />

with an impact of EUR -23 million.<br />

Defined benefit plans: these include the impact on equity of actuarial gains and losses arising from adjustments and changes to the<br />

Group’s defined benefit plan assumptions, as described in Note 18, which had an impact for the Parent of EUR -58 million net of taxes<br />

(EUR -56 million at fully consolidated companies (Amey) and EUR -2 million at the other companies (BAA)).<br />

Translation differences: most of the currencies in which <strong>Ferrovial</strong> has investments (see Note 4) have increased in value against the<br />

euro, particularly the Canadian dollar and the pound sterling, currencies to which the Group is most exposed in terms of equity. The<br />

positive impact attributable to the Parent was EUR 54 million in the case of the fully consolidated companies, whereas the effects in<br />

the case of the companies accounted for using the equity method and held for sale amounted to EUR 37 million and EUR -12 million,<br />

respectively.<br />

Amounts transferred to profit or loss: these relate to the transfer to profit or loss of cumulative negative valuation adjustments relating<br />

to derivatives and translation differences arising in the loss of control of BAA and the sale of Swissport. These two transactions are<br />

described in Note 1.2.<br />

Dividends: dividend payments reduced the Group’s total equity by EUR 367 million, of which EUR 220 million relate to the dividend<br />

approved by the shareholders at the <strong>Annual</strong> General Meeting and EUR 147 million relate to the interim dividend approved by the Board<br />

of Directors on 27 October 2011.<br />

Exclusion from consolidation of BAA: this relates to the impact of the derecognition of the balances relating to the non-controlling<br />

interests of BAA following the sale of the 5.88% ownership interest in this company and the subsequent change in the method used to<br />

account for it (full consolidation to equity method)(see Notes 1.2 and 2).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 51


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Changes in the scope of consolidation: the impact of changes in the scope of consolidation relating to non-controlling interests is<br />

significant, due mainly to the sale of Swissport, as explained in Note 1.2.<br />

For information purposes, the detail of the main changes in equity (net of taxes) in 2010 is as follows:<br />

2010<br />

Attributable to<br />

Attributable to<br />

Total<br />

non-controlling<br />

equity holders<br />

equity<br />

interests<br />

Equity at 1 January 2,986 1,570 4,556<br />

Changes in accounting policies 116 48 164<br />

Restated equity at 1 January 3,102 1,617 4,719<br />

Consolidated profit or loss for the year 2,163 19 2,182<br />

Hedges -96 -60 -156<br />

Defined benefit plans 20 23 43<br />

Translation differences 316 49 365<br />

Income and expense recognised directly in equity 240 11 251<br />

Total income and expense recognised directly in equity 2,403 30 2,433<br />

Dividends paid -308 -76 -384<br />

Capital increases/reductions 130 130<br />

Transactions with owners -308 53 -255<br />

Changes in the scope of consolidation and other changes -2 -266 -268<br />

Equity at 31 December 5,194 1,434 6,628<br />

a) Share capital<br />

At 31 December 2011, the share capital amounted to EUR 147 million and had been fully subscribed and paid. Share capital was<br />

represented by 733,510,255 ordinary shares of a single class and a par value of twenty euro cents (EUR 0.20) per share. There were<br />

no changes with respect to 31 December 2010.<br />

At 31 December 2011, the only shareholder holding more than 10% of the share capital of <strong>Ferrovial</strong>, S.A. was Portman Baela, S.L.,<br />

with 44.27%. The shares of the Parent are listed on the Spanish Stock Market Interconnection System and they all carry the same<br />

voting and dividend rights.<br />

b) Treasury shares<br />

At 31 December 2011, no treasury shares were held and no transactions involving treasury shares were carried out in 2011.<br />

c) Other reserves<br />

The changes in “Other Reserves” in 2011 were as follows:<br />

Changes in 2011<br />

Translation<br />

differences<br />

Hedges<br />

Defined benefit<br />

plans<br />

Other<br />

Other<br />

reserves<br />

Balance at 01/01/11 -10 -453 -114 -102 -679<br />

Change 176 -409 -58 333 41<br />

Balance at 31/12/11 166 -862 -172 231 -638<br />

d) Retained earnings<br />

The detail of “Retained Earnings” for 2011 is as follows:<br />

Millions of euros<br />

Retained earnings<br />

Balance at 31/12/11<br />

Profit attributable to the Parent 1,269<br />

Unrestricted reserves 2,309<br />

Restricted reserves 29<br />

Total 3,607<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 52


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The detail of “Restricted Reserves” is as follows:<br />

Millions of euros<br />

Balance at 31/12/11<br />

Restricted reserves<br />

Legal reserve 29<br />

Restricted reserves of the Parent 29<br />

e) Income and expense recognised in the year<br />

The detail of the changes in equity in respect of income and expense recognised in 2011 is as follows:<br />

Millions of euros<br />

Attributable<br />

to equity<br />

holders<br />

2011<br />

Attributable<br />

to noncontrolling<br />

interests<br />

Total<br />

equity<br />

Profit or loss<br />

Hedging instruments -266 -135 -401<br />

Defined benefit plans -56 0 -56<br />

Translation differences 54 -17 37<br />

Amounts transferred to profit or loss -63 0 -63<br />

Income and expense recognised directly in equity of fully consolidated companies -331 -152 -484<br />

Hedging instruments -99 0 -99<br />

Defined benefit plans 33 0 33<br />

Translation differences -12 0 -12<br />

Amounts transferred to profit or loss 497 0 497<br />

Income and expense recognised directly in equity in relation to discontinued operations 419 0 419<br />

Income and expense recognised directly in equity of companies accounted for using the<br />

equity method<br />

-43 0 -43<br />

Consolidated profit or loss for the year 1,269 -1 1,268<br />

Total comprehensive income for the year 1,314 -153 1,160<br />

For information purposes following is a detail of the main income and expense items recognised in 2010:<br />

Millions of euros<br />

Profit or loss<br />

Attributable<br />

to equity<br />

holders<br />

2010<br />

Attributable<br />

to noncontrolling<br />

interests<br />

Total<br />

equity<br />

Hedging instruments -96 -61 -157<br />

Defined benefit plans 20 23 43<br />

Translation differences 316 49 365<br />

Recognised income and expense 240 11 251<br />

Consolidated profit or loss for the year 2,163 19 2,182<br />

Total recognised income and expense 2,403 30 2,433<br />

f) Non-Group companies with significant ownership interests in subsidiaries<br />

At 31 December 2011, the non-controlling interests with holdings of 10% or more in the share capital of the most significant fully<br />

consolidated companies were as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 53


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

FERROVIAL GROUP SUBSIDIARY NON-GROUP % NON-GROUP EQUITY HOLDER<br />

Construction<br />

Budimex S.A. 41% Listed company<br />

Concessions<br />

Autopista del Sol 20% Unicaja<br />

Autopista Terrassa-Manresa 23.73% Acesa (Autopista Concesionaria Española, S.A.)<br />

Eurolink Motorway Operation N4/N6 34% SIAC<br />

Inversora de Autopistas de Levante 40% Sacyr Concesiones, S.L.<br />

Inversora de Autopistas del Sur, S.L. 35% - 10% Sacyr Concesiones, S.L. - Caja Castilla-La Mancha<br />

LBJ Infrastructure Group Holding LLC 42.40% Meridiam<br />

NTE Mobility Partners Holding LLC 33.33% - 10% Meridiam - Dallas Police and Fire Pension System<br />

Serranopark 30% - 20% Iridium Concesiones de Infraestructuras - Iridium Aparcamientos<br />

SH 130 Concession Company, LLC 35% Zachry Toll Road 56 LLP<br />

Skyway Concession Company Holding 45% MIG Chicago Holdings LLc<br />

Statewide Mobility Partners LLC 50% MIG Indiana Holdings Llc<br />

g) Proposed distribution of profit: propose to the shareholders at the Company’s <strong>Annual</strong> General Meeting that the profit of<br />

FERROVIAL, S.A. should be distributed as follows:<br />

Profit of FERROVIAL, S.A. (euros) 157,439,578<br />

Distribution (euros)<br />

To voluntary reserves (euros) 10,737,527<br />

Interim dividend (euros) 146,702,051<br />

The legal reserve has reached the legally stipulated level.<br />

The proposal to be submitted to the shareholders at the <strong>Annual</strong> General Meeting will be to distribute an interim dividend of EUR 0.20<br />

per share out of the profit of FERROVIAL, S.A.<br />

Liquidity statement and interim dividend: On 27 October 2011, the Board of Directors resolved to:<br />

- Pay an interim dividend for 2011 of EUR 0.20 per share, equal to a total interim dividend of EUR 147 million.<br />

- Prepare the following accounting statement supporting the Company’s liquidity, pursuant to Article 277 of the Spanish Limited<br />

Liability Companies Law, evidencing sufficient liquidity (cash and cash equivalents and credit lines).<br />

Liquidity summary 2011<br />

(Millions of euros)<br />

Available cash (Corporate + FA + FS + Cintra) 604<br />

Available credit <strong>Ferrovial</strong>, S.A. 780<br />

Available credit <strong>Ferrovial</strong> Agroman, S.A. 92<br />

Other credit lines of subsidiaries 15<br />

Total liquidity available for distribution 1,491<br />

Pursuant to Article 277 of the Spanish Limited Liability Companies Law, the amounts to be distributed did not exceed the profit earned<br />

since the end of the previous financial year, after deducting estimated income tax payable on such profit and the amount that must be<br />

appropriated to legal reserves.<br />

The interim dividend was paid on 17 November 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 54


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

17. Deferred income<br />

The changes in “Deferred Income” in 2011 were as follows:<br />

Changes in 2011 (Millions of euros)<br />

Changes in 2011<br />

Balance at<br />

01/01/11<br />

Transfers<br />

and other<br />

Additions Disposals Exchange Balance at<br />

rate effect 31/12/11<br />

Grants 154 105 -5 7 260<br />

Other deferred income 42 -10 32<br />

Total 196 0 105 -15 7 292<br />

Of the total, EUR 105 million relate to grants awarded in 2011, the detail being as follows: EUR 22 million awarded to the concession<br />

operator Autovía de Aragón and EUR 82 million to the concession operator NTE Mobility Partners.<br />

Grants are carried at fair value when it is reasonably certain that the relevant amount will be collected (see Note 3.3.14).<br />

18. Provisions and pension surplus<br />

This item reflects the provisions and/or pension plan surplus and other employee retirement bonuses, including both defined benefit<br />

and defined contribution plans. The detail of the provisions and/or surplus recognised in the consolidated statement of financial<br />

position in this connection is as follows:<br />

Millions of euros Provision Surplus<br />

2011 2010 Changes<br />

Net<br />

balance<br />

Provision<br />

Surplus<br />

Net<br />

balance<br />

Provision<br />

in surplus<br />

Net<br />

balance<br />

Defined benefit plans<br />

BAA 0 0 0 77 0 77 -77 0 -77<br />

Amey Ltd Group 107 0 107 74 0 74 32 0 32<br />

Other 3 0 3 1 0 1 2 0 2<br />

Total 110 0 110 153 0 153 -42 0 -42<br />

Defined benefit plans:<br />

The changes in pension plan obligations and plan assets in 2011 and 2010 were as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 55


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Millions of euros<br />

2011 2010<br />

DEFINED BENEFIT PLANS Amey Ltd Group BAA Amey Ltd Group<br />

Changes in pension obligations<br />

Obligations at beginning of year 603 2,599 571<br />

Exchange differences 18 91 20<br />

Liabilities acquired 3 0 0<br />

Current service cost 10 57 13<br />

Past service cost 0 0 -53<br />

Interest cost 33 151 34<br />

Actuarial gains / losses 37 39 19<br />

Other impacts on equity 4 -22 28<br />

Benefits paid and other -36 -87 -29<br />

Obligations at end of year 670 2,829 603<br />

Changes in plan assets<br />

Fair value at beginning of year 529 2,286 406<br />

Exchange differences 15 80 14<br />

Assets acquired 3 0 0<br />

Expected return on assets 38 161 33<br />

Actuarial gains / losses -35 89 16<br />

Other impacts on equity 3 0 21<br />

Employee contributions 0 13 4<br />

Employer contributions 30 223 53<br />

Benefits paid and other -18 -100 -19<br />

Fair value at end of year 563 2,752 529<br />

Liability recognised in consolidated statement<br />

of financial position<br />

Obligation at end of year 670 2,829 603<br />

Fair value of plan assets at end of year 563 2,752 529<br />

Subtotal 107 77 74<br />

Other 0 0 0<br />

Total 107 77 74<br />

The Amey subgroup has nine defined benefit plans covering a total of 6,892 employees. The most significant event in 2011 in relation<br />

to its defined benefit plans was the increase in the deficit from EUR 74 million in 2010 to EUR 107 million in 2011. The main reasons for<br />

this increase are as follows:<br />

<br />

<br />

<br />

An impact of EUR 72 million due to actuarial losses. The main impact was due to the fall in the return on the assets and the<br />

decrease in the discount rate, which gave rise to a reduction in the value of the assets and an increase in the value of the<br />

obligation, respectively.<br />

Contributions made by the Amey subgroup amounting to EUR 30 million (see Note 17-b).<br />

Impact due to reductions and settlements of the pension plan amounting to EUR 18 million.<br />

a) Actuarial gains and losses:<br />

The detail of the impact of the defined benefit pension plans of the Amey Group recognised directly in equity is as follows:<br />

Millions of euros<br />

2011 2010<br />

Amey Ltd Group BAA Amey Ltd Group<br />

Actuarial gains/losses on obligations -37 -39 -19<br />

Actuarial gains/losses on assets -35 89 16<br />

Other impacts on equity 0 22 -7<br />

Impact on equity recognised -72 72 -9<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 56


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

- Actuarial gains and losses on obligations amounting to EUR 37 million.<br />

- Actuarial gains and losses on assets (EUR 35 million) due to the difference between the expected return at the beginning of the year<br />

and the actual return.<br />

The summary of the main actuarial assumptions used to calculate the defined benefit pension plan obligations is as follows:<br />

2011 2010<br />

DEFINED BENEFIT PLANS Amey Ltd Group BAA Amey Ltd Group<br />

Main assumptions<br />

Salary increase 2.5% / 3.95% / 4.45% 5.10% 2.5% - 5%<br />

Discount rate 4.70% 5.50% 5.50%<br />

Expected inflation rate 2.95% 3.60% 3.50%<br />

Expected returns on assets 2.7%-8.0% 6.30% 2.60%<br />

Mortality (years) 84.2-90.9 85.9-87.9 84.5-89.1%<br />

The mortality assumptions used by the Amey Group to calculate its pension obligations are based on the actuarial mortality tables,<br />

entailing an estimated life expectancy of between 84.2 and 90.9 years.<br />

b) Employer contributions:<br />

In 2011 contributions at the Amey Group totalled EUR 30 million, corresponding to EUR 21 million to rebalance the rest of the plan,<br />

with the remainder involving ordinary contributions.<br />

The projected contributions agreed upon with the beneficiaries for <strong>2012</strong> total EUR 5 million for the Amey Group.<br />

Additionally, the Amey Group agreed on special contributions amounting to EUR 21 million for the coming year.<br />

c) Return on assets:<br />

The summary of the defined benefit pension plan assets by type stated at their fair value and including the expected percentage return<br />

thereon for 2011 and 2010 is as follows:<br />

Millions of euros<br />

Amey Ltd Group BAA Amey Ltd Group<br />

Eur % Eur % Eur %<br />

Plan assets (fair value)<br />

Equity instruments 336 8.00% 608 7.88% 360 8.50%<br />

Debt instruments 175 2.8%-4.7% 1,141 5.16% 108 4.2%-5.5%<br />

Buildings 29 7.50% 0 n/a 15 8.10%<br />

Cash and other 22 2.70% 1,003 0.50% 45 4.00%<br />

Total plan assets 563 2,752 0 529<br />

To assess expected returns on the Amey Group plan assets, the actuaries used the following criteria:<br />

Equity instruments: expected returns of 8.0%.<br />

Debt instruments: the returns on sovereign debt and the performance of the corporate bonds debt making up the plan are used to<br />

calculate the returns on these instruments.<br />

Buildings: forecast returns 0.5% below returns on equity instruments.<br />

Cash and other: long-term returns available for swaps.<br />

Actual returns:<br />

The Amey Group had actual returns on its plan assets totalling EUR 3 million in 2011 and EUR 49 million in 2010. The difference<br />

between forecast and actual returns is recognised in equity.<br />

There are no financial assets issued by the company or buildings occupied by it.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 57


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

d) Impact on the income statement:<br />

The detail of the impact of the defined benefit pension plans on the income statement is as follows:<br />

Millions of euros<br />

DEFINED BENEFIT PLANS 2011 2010<br />

Amey Ltd Group BAA Amey Ltd Group<br />

Impact on profit before tax<br />

Current service cost 10 57 13<br />

Interest cost 33 151 34<br />

Expected return on assets -38 -161 -33<br />

Past service cost 0 0 -53<br />

Other -18 -14 -10<br />

Total recognised in the income statement -14 35 -49<br />

(*) Expenses are positive and income is negative.<br />

“Other” in the table of the impact on the income statement before tax includes income of EUR 18 million due to the re-estimate of the<br />

pension debt of one of the Group's plans at 31 December 2010 effective from 1 January 2011 onwards, assuming an increase in<br />

pensions of an RPI of 1% instead of an RPI of 1.5%.<br />

e) Complete actuarial reviews:<br />

The Amey Group performs complete actuarial valuations every three years, depending on the plan, and the most recent reviews began<br />

in April 2011. It usually takes one year for the results to become known.<br />

f) Sensitivity analysis:<br />

Set forth below is a sensitivity analysis showing the impact on the income statement and on equity of a change of 50 basis points in<br />

the discount rate.<br />

Sensitivity analysis discount rate<br />

(+ / - 50 b.p.)<br />

<strong>Annual</strong> impact on the income statement<br />

Before<br />

tax<br />

After<br />

tax<br />

Before<br />

tax<br />

<strong>Annual</strong> impact on equity<br />

+ 50 b.p. 1 0 69 52<br />

- 50 b.p. -1 0 -69 -52<br />

After<br />

tax<br />

Defined contribution plans<br />

The Amey Group has 23 defined contribution plans with an impact on the income statement of EUR 13 million, covering a total of<br />

3,950 employees.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 58


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

19. Other provisions<br />

The detail of other long- and short-term provisions for 2011 and 2010 is as follows:<br />

Changes<br />

Provision for<br />

landfills<br />

Provision for<br />

third-party liability<br />

Millions of euros<br />

Other<br />

provisions<br />

At 1 January 2011 71 788 556 1,415<br />

Exclusion of BAA from the scope of consolidation 0 -9 -46 -54<br />

Charged/(Credited) to the income statement:<br />

Period provisions 11 123 235 369<br />

Provisions reversed 0 -14 -248 -262<br />

Addition of discount 0 0 0 0<br />

Transfers and other 0 48 0 48<br />

Provisions used during the year 0 -8 4 -4<br />

Exchange differences 0 -1 -20 -21<br />

Changes in the scope of consolidation (*) 0 0 0 0<br />

At 31 December 2011 83 928 480 1,491<br />

Total<br />

Analysis of total provisions by classification: 31/12/11<br />

Long-term 1,010<br />

Short-term 481<br />

Total provisions 1,491<br />

Provision for landfills<br />

“Provisions for Landfills” contains the estimated cost of landfill closure and post-closure activities relating to the Cespa Group. The<br />

provision is calculated based on a technical estimate of the consumption to date of the total capacity of landfills. At 31 December 2011,<br />

a provision of EUR 11 million had been recognised in this connection (EUR 6 million at 31 December 2010).<br />

Provision for third-party liability<br />

“Provision for Third-Party Liability” relates mainly to the provision for expropriations recognised by the Spanish toll roads amounting to<br />

EUR 441 million (primarily the R4, amounting to EUR 371 million), as explained in Note 24, and provisions for claims and lawsuits<br />

amounting to EUR 246 million.<br />

Other provisions<br />

These relate mainly to the Construction Division, consisting of provisions for construction work completion, site removals and losses<br />

amounting to EUR 459 million (EUR 443 million in 2010).<br />

"Other Provisions" also includes provisions for other risks relating to the valuation made for the Spanish toll roads and the other<br />

European toll roads that gave rise to an impairment loss of EUR 55 million, as discussed in Note 26.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 59


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Millions of euros<br />

Provision for<br />

Provision for<br />

Other<br />

Changes<br />

landfills third-party liabilities provisions<br />

Total<br />

At 1 January 2010 66 889 519 1,473<br />

Charged/(Credited) to the income statement:<br />

Period provisions 6 122 270 398<br />

Provisions reversed 0 -17 -195 -212<br />

Addition of discount 0 0 0 0<br />

Transfers and other 0 -150 0 -150<br />

Provisions used during the year 0 -17 -28 -45<br />

Exchange differences 0 9 12 21<br />

Changes in the scope of consolidation (*) 0 -48 -22 -71<br />

At 31 December 2010 71 788 556 1,415<br />

Analysis of total provisions by classification: 31/12/10<br />

Long-term 860<br />

Short-term 556<br />

Total provisions 1,415<br />

The main changes in 2010 are summarised as follows:<br />

- “Provisions for Landfills” contains the estimated cost of landfill closure and post-closure activities relating to the Cespa Group (at<br />

31 December 2010 a provision amounting to EUR 6 million was recorded).<br />

- “Provision for Third-Party Liability” relates mainly to the provision for expropriations recognised by the Spanish toll roads<br />

amounting to EUR 418 million.<br />

- "Other Provisions" consisting mainly of provisions for construction work completion, site removals and losses amounting to EUR<br />

443 million.<br />

20. Net cash position<br />

The following table contains a breakdown, by segment, of the net cash position in order to reflect the Group’s net borrowing situation.<br />

The net cash position is understood to be the balance of items included in cash and cash equivalents (including short-term restricted<br />

cash) and long-term restricted cash, less current and non-current borrowings (bank borrowings and bonds).<br />

The breakdown of the net cash position also makes a distinction between infrastructure projects and other Group companies:<br />

Millions of euros<br />

Balance at 31/12/11 Balance at 31/12/10 Change 2011 - 2010<br />

Construction 2,333 2,274 59<br />

Services -497 -832 335<br />

Airports 38 22 16<br />

Toll roads 585 572 13<br />

Corporate and other -1,552 -2,004 452<br />

Net cash position excluding infrastructure<br />

907 31 876<br />

projects<br />

BAA 0 -14,529 14,529<br />

Other airports 2 2 0<br />

Toll roads -5,692 -5,026 -666<br />

Construction -135 -129 -6<br />

Services -252 -138 -114<br />

Net cash position of infrastructure projects -6,077 -19,820 13,743<br />

TOTAL NET CASH -5,170 -19,789 14,619<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 60


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The overall reduction in the net cash position is due mainly to the fact that at 2011 year-end BAA was accounted for using the equity<br />

method in the Group's consolidated financial statements as a result of the sale transaction described in Note 2.<br />

An overall explanation of the change in the net cash position for 2011 is included in Note 32 “Cash Flow” and in the additional<br />

disclosures presented in the directors’ report.<br />

20.1. Infrastructure projects<br />

A) Analysis of the net cash position of infrastructure projects<br />

The detail of the net cash position of infrastructure projects in 2011 and 2010 is as follows:<br />

2011<br />

Millions of euros<br />

Long-term<br />

restricted<br />

cash<br />

Short-term<br />

restricted<br />

cash<br />

Other cash<br />

and cash<br />

equivalents<br />

Borrowings<br />

Intra-Group<br />

transactions<br />

Total net<br />

position<br />

Other airports 0 0 2 0 0 2<br />

Toll roads 390 16 134 6,222 -10 -5,692<br />

Construction 0 0 7 155 12 -135<br />

Services 0 8 21 271 -10 -252<br />

Net cash position of infrastructure<br />

projects 390 24 164 6,649 -7 -6,077<br />

2010<br />

Long-term<br />

restricted<br />

cash<br />

Non-current<br />

investments<br />

Short-term<br />

restricted<br />

cash<br />

Other cash<br />

and cash<br />

equivalents<br />

Borrowings Intra-Group<br />

transactions<br />

Total<br />

net<br />

position<br />

Millions of euros<br />

BAA 43 444 15,017 -14,530<br />

Other airports 2 2<br />

Toll roads 551 6 1 191 5,769 -5 -5,025<br />

Construction 5 141 8 -129<br />

Services 8 54 -92 -138<br />

Net cash position of infrastructure<br />

projects<br />

B) Cash and cash equivalents and restricted cash<br />

551 6 44 649 20,981 -89 -19,820<br />

As indicated in the Note on financial risks, infrastructure project financing agreements occasionally impose the obligation to arrange<br />

certain restricted accounts to cover short-term or long-term obligations relating to the repayment of the principal or interest on the<br />

borrowings and to infrastructure maintenance and operation.<br />

Restricted cash is classified as short-term or long-term depending on whether it must remain restricted for less than or more than one<br />

year. In any event, these funds are invested in highly-liquid financial products earning floating interest. The type of financial product in<br />

which the funds may be invested is also restricted by the financing agreements or, where no restrictions are stipulated, the decision is<br />

made on the basis of the Group’s policy for the placement of cash surpluses.<br />

Short-term balances are recognised under “Cash and Cash Equivalents” in the consolidated statement of financial position whereas<br />

long-term balances are classified as financial assets.<br />

The detail of short-term and long-term restricted cash balances, by project, is as follows:<br />

Millions of euros<br />

Balance at 31/12/11 Balance at 31/12/10<br />

NTE Mobility Partners 81 130<br />

LBJ 178 326<br />

Autopista del Sol 18<br />

Chicago Skyway 52 44<br />

EuroScut Algarve 18 19<br />

EuroScut Norte 38 30<br />

Other 5 2<br />

Long-term restricted cash 390 551<br />

BAA 0 43<br />

Chicago Skyway 14<br />

Services 8<br />

Other 2 1<br />

Short-term restricted cash 24 44<br />

Total restricted cash 414 595<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 61


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The main changes in restricted cash arose at both LBJ Infraestructure Group and NTE Mobility Partners from the pledge of funds from<br />

bond issues which were used to finance construction (see Note 8).<br />

The heading “Other Cash and Cash Equivalents” relates to bank accounts and highly-liquid investments subject to interest rate risk.<br />

With respect to the change in BAA (see Note 2)<br />

C) Breakdown of infrastructure project borrowings<br />

C.1) Analysis of short-term and long-term balances by project<br />

31/12/11 31/12/10 Change 2011 - 2010<br />

Amounts in millions of euros Bonds<br />

Bank<br />

borrowings Total Bonds<br />

Bank<br />

borrowings Total Bonds<br />

Bank<br />

borrowings Total<br />

LONG TERM 1,918 3,585 5,503 10,022 9,544 19,566 -8,104 -5,958 -14,063<br />

BAA 0 0 0 8,185 6,552 14,737 -8,185 -6,552 -14,737<br />

Skyway Concession 1,055 120 1,175 1,019 112 1,131 36 8 44<br />

NTE Mobility Partners 301 50 351 291 291 10 50 60<br />

LBJ Infraestructure Group 463 43 506 428 428 35 43 78<br />

Spanish toll roads 1,135 1,135 1,148 1,148 0 -13 -13<br />

Portuguese toll roads 101 435 536 101 435 536<br />

Other toll roads -3 1,390 1,387 99 1,536 1,635 -102 -146 -248<br />

Construction 0 154 154 0 142 142 0 12 12<br />

Services 0 259 259 0 54 54 0 205 205<br />

SHORT TERM 2 1,143 1,146 11 1,404 1,415 -9 -261 -269<br />

BAA 280 280 -280 -280<br />

Skyway Concession 0 9 9 6 6 0 3 3<br />

Eurolink Motorway 14 14 0 14 14<br />

Portuguese toll roads 2 4 6 2 4 6<br />

Spanish toll roads 1,085 1,085 1,042 1,042 0 43 43<br />

Other toll roads<br />

Services<br />

0 19<br />

13<br />

19<br />

13<br />

11 76 87 -11 -57<br />

13<br />

-68<br />

13<br />

TOTAL 1,920 4,729 6,649 10,033 10,948 20,981 -8,113 -6,220 -14,333<br />

If a constant exchange rate is applied, taking 2010 as a base, there would be an impact on net debt of EUR -58 million as a result of<br />

the 3% fall in the US-dollar exchange rate.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 62


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

C.2) Maturities by currency and fair value of infrastructure project debt<br />

Bank borrowings Currency Fair value Carrying<br />

amount<br />

2011 2010 2011 <strong>2012</strong> 2013 2014 2015 2016 2017 and<br />

subsequent<br />

years<br />

Total<br />

maturities<br />

Bonds of<br />

infrastructure<br />

projects<br />

1,968 10,088 1,920 0 0 0 1 0 1,964 1,965<br />

BAA 0 8,201 0 0 0 0 0 0 0 0<br />

GBP 0 5,177<br />

EUR 0 3,024<br />

Toll roads 1,968 1,887 1,920 0 0 0 1 0 1,964 1,965<br />

USD 1,867 1,770 1,819 0 0 0 0 0 1,863 1,863<br />

EUR 101 117 101 0 0 0 1 0 100 101<br />

Bank borrowings of<br />

infrastructure<br />

projects<br />

4,764 11,239 4,729 1,113 41 58 59 581 2,940 4,791<br />

Airports 0 7,088 0 0 0 0 0 0 0 0<br />

GBP 0 7,088<br />

Toll roads 4,337 3,955 4,302 1,097 29 38 42 539 2,622 4,367<br />

USD 983 633 983 1,024 1,024<br />

EUR 3,355 3,322 3,320 1,097 29 38 42 539 1,598 3,343<br />

Construction 155 142 155 2 2 2 3 5 133 146<br />

EUR 2 2 2 3 5 133 146<br />

Services 271 54 271 14 10 18 14 37 186 278<br />

EUR 202 54 202 13 9 17 12 35 123 208<br />

GBP 70 0 70 1 1 1 2 2 63 70<br />

Total borrowings of<br />

infrastructure<br />

projects<br />

6,732 21,327 6,649 1,113 41 58 59 581 4,904 6,756<br />

The differences between the total maturities of bank borrowings and the carrying amounts of the debt at 31 December 2011 are<br />

explained mainly by the difference between the nominal values and carrying amounts of the debts, as certain adjustments are made in<br />

accordance with applicable accounting regulations (especially accrued interest payable and the application of the amortised cost<br />

method). The debt maturities do not include interest. The fair value reflected in the table above is calculated as follows:<br />

1. Bonds listed in active markets: market value.<br />

2. Fixed-interest bank borrowings: future cash flows are discounted at an equivalent market interest rate.<br />

3. Floating-interest bank borrowings: no significant differences are deemed to exist between the fair value of the borrowings and<br />

their carrying amount and, therefore, the carrying amount is used.<br />

Maturities in <strong>2012</strong> relate to:<br />

o Autopista Madrid Sur, maturities of EUR 548 million in February <strong>2012</strong>.<br />

o Autovia de Aragón, maturities of EUR 11 million in April <strong>2012</strong> (VAT loan) and EUR 0.3 million in June and December<br />

<strong>2012</strong> (principal loan)<br />

o Autopista Euroscut Norte, maturities of EUR 11 million in July <strong>2012</strong>.<br />

o Autopista Eurolink M-3, maturity in December <strong>2012</strong> totalling EUR 14 million of the syndicated loan.<br />

o Autopista Ocaña La Roda, maturities of EUR 522 million in December <strong>2012</strong>.<br />

C.3) Exposure to interest rate risk of infrastructure project borrowings<br />

With the aim of completing the information on exposure to interest rate risk presented in Note 4, below is the detail of debt<br />

components indicating the portion subject to fixed interest rates, the portion hedged by derivatives and floating-rate debt:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 63


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Type of debt 2011 % 2010 %<br />

Airports 0 0% 15,017<br />

Fixed 0 0% 2,455 16%<br />

Index-linked fixed 0 0% 4,995 33%<br />

Hedged (IRS) 0 0% 3,539 24%<br />

Floating 0 0% 4,028 27%<br />

Toll roads 6,222 5,768<br />

Fixed 1,431 23% 1,189 21%<br />

Index-linked fixed 0 0% 0 0%<br />

Hedged (IRS) 3,173 51% 3,053 53%<br />

Floating 1,617 26% 1,526 26%<br />

Construction 155 0 142<br />

Fixed 69 45% 78 55%<br />

Hedged (IRS) 73 47% 58 41%<br />

Floating 13 8% 6 4%<br />

Services 271 54<br />

Fixed 0 0% 0 0%<br />

Hedged (IRS) 152 56% 47 87%<br />

Floating 119 44% 7 13%<br />

Total borrowings of infrastructure projects 6,649 20,981<br />

Fixed 1,500 23% 3,723 18%<br />

Index-linked fixed 0 0% 4,994 24%<br />

Hedged (IRS) 3,398 51% 6,697 32%<br />

Floating 1,749 26% 5,567 26%<br />

The debt balances hedged by IRSs (interest rate swaps) relates to derivatives that convert floating-rate bank borrowings to fixed<br />

interest rates (see Note 12).<br />

C.4) Information on credit limits and credit drawable for infrastructure projects<br />

Set out below is a comparative analysis of borrowings not drawn down at year-end:<br />

Debt limit<br />

31/12/11 31/12/10<br />

Amount Amount Carrying Debt limit Amount<br />

drawn drawable amount<br />

drawn<br />

down<br />

of debt<br />

down<br />

Amount<br />

drawable<br />

Carrying<br />

amount<br />

of debt<br />

Airports 0 0 0 0 16,946 14,398 2,548 15,017<br />

BAA 0 0 0 0 16,946 14,398 2,548 15,017<br />

Toll roads 7,644 6,332 1,311 6,222 7,590 5,871 1,718 5,768<br />

US toll roads 4,073 2,888 1,185 2,371 3,940 2,459 1,481 2,371<br />

Spanish toll roads 2,270 2,225 45 2,191 2,279 2,210 69 2,191<br />

Other toll roads 1,301 1,220 81 1,207 1,371 1,202 169 1,206<br />

Construction 146 146 0 155 153 126 27 142<br />

Services 299 277 22 271 212 53 159 54<br />

Total borrowings of<br />

infrastructure projects<br />

8,089 6,756 1,333 6,649 24,901 20,448 4,453 20,981<br />

The differences between the total bank borrowings and the carrying amount of the debts at 31 December 2011 are due mainly to the<br />

difference between the nominal values and carrying amounts of the debts, as certain adjustments are made in accordance with<br />

applicable accounting regulations (especially accrued interest payable and the application of the amortised cost method).<br />

Of the EUR 1,333 million drawable (31 December 2010: EUR 1,905 million), EUR 1,185 million relate mainly to amounts not drawn<br />

down that were obtained to finance toll roads under construction in the US.<br />

Following is a more detailed description of interest rates, maturities and covenants for the main infrastructure project borrowings.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 64


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

C.5) Toll Road Division borrowings<br />

The breakdown of toll road borrowings, by project, showing the main characteristics and changes therein, is as follows:<br />

Millions of euros<br />

2011 2010 Change 2011 - 2010<br />

US toll roads 2,802 2,371 431<br />

Chicago Skyway 1,184 1,137 47<br />

North Tarrant Express Managed Lanes - NTE 351 291 60<br />

LBJ 506 428 78<br />

SH-130 761 515 246<br />

Spanish toll roads 2,219 2,191 28<br />

Ausol I and II 482 491 -9<br />

Cinca (Autema) 653 641 12<br />

Inversora A. Sur / A. R-4 Madrid Sur 563 552 11<br />

Inversora A. Levante / A. Madrid Levante 521 507 14<br />

Irish toll roads 365 413 -48<br />

Eurolink M4-M6 134 138 -4<br />

Eurolink M3 231 275 -44<br />

Portuguese toll roads 836 793 43<br />

Euroscut Algarve 216 225 -9<br />

Euroscut Azores 324 254 70<br />

Euroscut Norte Litoral 296 314 -18<br />

Total toll roads 6,222 5,768 454<br />

Following is a description the main changes in toll road borrowings:<br />

C.5. a) Chicago Skyway<br />

This concession operator is financed by a senior bond issue underwritten by Assured Guaranty, structured as follows: (i) Series A of<br />

USD 439 million maturing in 2017, and; (ii) Series B of USD 961 million with final maturity in 2026. It also has syndicated subordinated<br />

bank financing drawn down by USD 160 million at 31 December 2011, maturing in 2035.<br />

C.5.b) SH -130<br />

Syndicated bank financing in two tranches: tranche A to finance part of the construction work amounting to USD 686 million, against<br />

which USD 593 million had been drawn down at 31 December 2011, and tranche B to ensure liquidity (not drawn down), during the<br />

first five years of business amounting to USD 35 million, both with final maturity in 2038. There is also a TIFIA debt tranche of USD<br />

430 million to finance part of the construction work, maturing in 2047, against which USD 428 million had been drawn down at 31<br />

December 2011.<br />

C.5. c) North Tarrant Express Managed Lanes - NTE<br />

The project is financed through the issue of PAB (Private Activity Bonds) amounting to USD 400 million maturing in 2039. There is also<br />

a TIFIA loan granted by the US Federal Government of USD 650 million with a repayment profile of 35 years from the start-up of<br />

operations, against which USD 65 million had been drawn down at 31 December 2011.<br />

C.5. d) LBJ<br />

The project is financed through the issue of PAB (Private Activity Bonds) amounting to USD 615 million maturing in 2040. There is also<br />

a TIFIA loan granted by the US Federal Government of USD 850 million with a repayment profile of 35 years from the start-up of<br />

operations, against which USD 85 million had been drawn down at 31 December 2011.<br />

C.5. e) Ausol I y II<br />

The Ausol toll road refinanced its EUR 492 million syndicated loan in June 2011, the new maturity being in March 2016.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 65


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

C.5. f) Inversora Autopistas de Cataluña / A. Terrasa Manresa<br />

Following the Autema refinancing transaction in 2008 through a syndicated structuring arrangement, the company is now financed<br />

through a credit facility with a tranche A and a tranche B with limits of EUR 300 million and EUR 316 million, respectively. Both<br />

tranches have been drawn down in full, with maturity in 2035 which eliminates the future financing risk as the debt is repayable in full<br />

at maturity. The company has also been granted a liquidity line of EUR 92 million, against which EUR 47 million have been drawn<br />

down.<br />

C.5. g) Inversora A. Sur / A. R-4 Madrid Sur<br />

The Radial 4 toll road had syndicated borrowings of EUR 548 million outstanding at 31 December 2011. Tranche A amounts to EUR 97<br />

million; tranche B amounts to EUR 100 million; and the EIB tranche amounts to EUR 352 million. The evolution of the expropriation<br />

processes and the ongoing fall in traffic at the project, made it impossible for the borrowings corresponding to this project (see Note<br />

24), with original maturity in January 2011 and extended to July 2011, to be refinanced, having reached successive agreements<br />

concerning the non-claimability of the debt firstly until November 2011 and subsequently until 27 February <strong>2012</strong>.<br />

C.5. h) Inversora A. Levante / A. Madrid Levante<br />

The Ocaña - La Roda toll road has syndicated bank financing with an outstanding amount of EUR 522 million maturing in <strong>2012</strong>. This is<br />

a mini-perm structured loan that will be refinanced on a long-term basis.<br />

C.5. i) Eurolink M4-M6<br />

The financing consists of an EIB loan of EUR 93 million maturing and bank financing of EUR 49 million with final maturity in 2027. The<br />

company has been granted several credit lines totalling EUR 14 million to finance VAT payments, operating costs and interest. No<br />

amounts have yet been drawn down against these lines.<br />

C.5. j) Eurolink M3<br />

A syndicated bank loan against which EUR 235 million had been drawn down at 31 December 2011. Its financial structure is based on<br />

term funding of EUR 265 million finally maturing between <strong>2012</strong> and 2015, respectively. Also, the company has been granted credit<br />

facilities (not drawn down to date) to finance operating costs (EUR 10 million) and interest (EUR 19 million).<br />

C.5. k) Euroscut Algarve<br />

This company has structured debt in two tranches secured by Syncora Guarantee Inc, one of which comprises bonds totalling EUR 101<br />

million maturing in 2027 and the other comprises EIB borrowings of EUR 120 million maturing in 2025.<br />

C.5. l) Euroscut Azores<br />

Syndicated bank financing amounting to EUR 358 million maturing in 2033, against which EUR 328 million had been drawn down at 31<br />

December 2011.<br />

C.5. m) Euroscut Norte Litoral<br />

Financing structure based on a syndicated loan for an outstanding amount of EUR 282 million, with final maturity in 2026.<br />

C.6. Guarantees and covenants for toll road borrowings<br />

The financial conditions (applicable interest rates) of the toll road debts are subject to the achievement of certain ratios based on<br />

financial aggregates such as gross profit from operations (EBITDA), net debt and consolidated shareholders’ equity. In general, the<br />

aforementioned financing arrangements are subject to pledges of concession operator assets (insurance policy receivables, current<br />

accounts, concession receivables, etc.), forming a package of guarantees for lenders. In certain cases there is also a security interest in<br />

the concession operator’s shares.<br />

Most agreements include certain conditions the infringement of which gives rise to obligations for the borrower. These covenants are<br />

used by credit institutions to ensure that the concession operators achieve the debt commitments acquired.<br />

The most common covenants included in the majority of infrastructure project financing agreements are as follows:<br />

- Restrictions on the availability of cash balances, the most common being reserve accounts for debt servicing and for extraordinary<br />

maintenance.<br />

- Payment of dividends to shareholders subordinated, for example, to the maintenance of required levels of restricted cash.<br />

- Material adverse change or effect (MAC or MAE) clauses regulating cases in which a number of circumstances or events have or<br />

could have a significant adverse effect on the value, business, operations, assets or liabilities of the concession operators.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 66


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

- Limit on the maximum volume of borrowings that may be obtained by the concession operator.<br />

- Limit on the level of default by the concession operator, above which the debt repayment could be demanded (cross-default<br />

threshold).<br />

- Periodic reporting obligations during the borrowing period.<br />

- Achievement of financial ratios for borrowings and liquidity.<br />

At 31 December 2011, none of the covenants in force had been breached.<br />

C.7) Services Division borrowings:<br />

The increase in the bank borrowings of the Services Division infrastructure projects was due on the one hand to the consideration of<br />

the bank borrowings of Amey-Cespa amounting to EUR 70 million to be part of the <strong>Ferrovial</strong> Group's borrowings, as described in<br />

Note 13.<br />

Also, in 2011 EUR 119 million associated with the senior debt recognised at Autovía de Aragón were drawn down, and in <strong>2012</strong> EUR 11<br />

million are expected to be repaid corresponding to the amount drawn down against the VAT loan.<br />

The other non-current borrowings (EUR 77 million) relate to the Cespa Group, which were arranged in 2009 and 2010 to finance the<br />

concession projects Ecoparc Can Mata and Gestión Medioambiental de Toledo. In 2011 EUR 3 million were drawn down against the<br />

senior debt associated with Ecoparc de Can Mata and EUR 17 million against senior debt and the VAT loan associated with Gestión<br />

Medioambiental de Toledo<br />

C.8) Construction Division borrowings:<br />

The increase in the bank borrowings of the Construction Division infrastructure projects was due to the drawdown of EUR 27 million<br />

associated with the borrowings of Concesionaria de Prisiones Figueras. The rest of the borrowings associated with this project were<br />

drawn down in 2010. EUR 2 million are expected to be repaid in <strong>2012</strong>.<br />

20.2. Net cash position excluding infrastructure projects<br />

A) Breakdown of the net cash position excluding infrastructure projects<br />

The detail of the net cash position excluding infrastructure projects in 2011 is as follows:<br />

Long-term<br />

restricted<br />

cash<br />

Short-term<br />

restricted<br />

cash<br />

Millions of euros<br />

Other cash<br />

and cash<br />

equivalents<br />

Bank<br />

borrowings<br />

Intra-Group<br />

transactions<br />

Total net<br />

position<br />

Construction 0 0 1,075 64 1,322 2,333<br />

Services 0 4 87 182 -406 -497<br />

Airports 0 0 1 0 36 37<br />

Toll roads 0 2 464 0 119 585<br />

Corporate and other 0 0 526 1,015 -1,064 -1,552<br />

Net cash position excluding<br />

infrastructure projects 0 7 2,154 1,261 7 906<br />

The main changes in the net cash position excluding infrastructure projects are discussed in Note 32 on “Cash Flows”.<br />

B) Breakdown of borrowings excluding infrastructure projects<br />

B.1) Analysis of current and non-current balances by business division<br />

The distribution of bank borrowings is as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 67


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

2011 2010<br />

Millions of euros<br />

Noncurrent<br />

Change 2011<br />

Current TOTAL Non-current Current TOTAL - 2010<br />

Construction 38 25 64 28 21 49 15<br />

Services 143 39 182 99 71 170 12<br />

Airports 0 0 0 0 0 0 0<br />

Toll Roads 0 0 0 0 0 0 0<br />

Corporate and other 1,010 6 1,015 1,815 29 1,844 -829<br />

Total bank borrowings<br />

excluding infrastructure<br />

projects<br />

1,191 71 1,261 1,943 120 2,063 -803<br />

B.2) Maturities by currency and fair value of borrowings excluding infrastructure projects<br />

Fair<br />

value<br />

2011<br />

Carrying<br />

amount<br />

2011<br />

Maturities<br />

Currency <strong>2012</strong> 2013 2014 2015 2016 2017 and<br />

subsequent<br />

years<br />

Total<br />

maturities<br />

Construction 64 64 14 2 2 4 12 5 39<br />

EUR 43 43 2 2 2 3 5 5 18<br />

USD 12 12 12 0000 0 12<br />

PLZ 9 9 1 0 0 2 7 0 9<br />

Services 182 182 37 17 7 92 8 12 174<br />

EUR 75 75 24 7 7 9 8 12 67<br />

GBP 107 107 14 10 0 84 0 0 107<br />

Corporate and other 1,015 1,015 1 1 98 929 0 0 1,030<br />

EUR 1,006 1,006 1 90 929 1,021<br />

PLZ 9 9 0 1 8 9<br />

Total bank borrowings<br />

excluding infrastructure<br />

projects<br />

1,261 1,261 52 20 107 1,026 20 17 1,242<br />

The differences between the total maturities of bank borrowings and the carrying amounts of the debt at 31 December 2011 are<br />

explained mainly by the difference between the nominal values and carrying amounts of the debts, as certain adjustments are made in<br />

accordance with applicable accounting regulations (especially accrued interest payable and the application of the amortised cost<br />

method). The debt maturities do not include interest.<br />

The total fair value of bank borrowings excluding infrastructure projects at 31 December 2011 was EUR 1,261 million (EUR 2,063<br />

million at 31 December 2010).<br />

The <strong>2012</strong> maturities total EUR 52 million and relate mainly to the Services Division, the most significant relating to Inagra (EUR 18<br />

million), the finance lease of Amey (EUR 13 million) and the loan repayable on a half-yearly basis of Recogida de Residuos Barcelona<br />

(EUR 6 million). The most significant maturity of <strong>2012</strong> of the Construction Division relates to the Webber loan (EUR 12 million).<br />

B.3) Exposure to interest rate risk excluding infrastructure projects<br />

In order to complete the information on exposure to interest rate risk presented in Note 4, following is the detail of the various debt<br />

components indicating the portion subject to fixed interest rates, the portion hedged by derivatives and floating-rate debt.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 68


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Millions of euros<br />

Type of debt 2011 % 2010 %<br />

Construction 64 49<br />

Fixed 0 0% 0 0%<br />

Hedged (IRS) 13 20% 18 36%<br />

Floating 51 80% 31 64%<br />

Services 182 170<br />

Fixed 0 0% 4 2%<br />

Hedged (IRS) 18 10% 30 18%<br />

Floating 163 90% 136 80%<br />

Corporate and other 1,015 1,844<br />

Hedged (IRS) 0 0% 820 44%<br />

Floating 1,015 100% 1,024 56%<br />

Total bank borrowings excluding<br />

infrastructure projects 1,261 2,063<br />

Fixed 1 0% 4 0%<br />

Hedged (IRS) 31 2% 868 42%<br />

Floating 1,229 97% 1,191 58%<br />

The debt balances hedged by IRSs (interest rate swaps) relates to derivatives that convert floating-rate bank borrowings to fixed<br />

interest rates (see Note 12).<br />

B.4) Information on credit limits and drawable credit<br />

Set out below is a comparative analysis of borrowings not drawn down at year-end:<br />

2011<br />

Borrowings Debt limit Bank borrowings Amount drawable Consolidated<br />

debt<br />

Construction 157 39 118 64<br />

Services 329 174 155 182<br />

Toll roads 2 0 2 0<br />

Corporate and other 1,864 1,030 834 1,015<br />

Total bank borrowings excluding<br />

infrastructure projects<br />

2,351 1,242 1,109 1,261<br />

2010<br />

Borrowings Debt limit Amount drawn down Amount drawable<br />

Consolidated<br />

debt<br />

Construction 111 30 81 49<br />

Services 273 140 133 170<br />

Corporate and other 2,539 1,834 705 1,844<br />

Total bank borrowings excluding<br />

infrastructure projects<br />

2,923 2,004 919 2,063<br />

The differences between total bank borrowings and the carrying amount thereof at 31 December 2011 are explained mainly by the<br />

difference between the nominal values and carrying amounts of the debts, as certain adjustments are made in accordance with<br />

applicable accounting regulations.<br />

Set out below is a more detailed description of interest rates, maturities and covenants for the main borrowings excluding<br />

infrastructure projects.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 69


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

B.5) Corporate: Borrowings of <strong>Ferrovial</strong>, S.A.<br />

B.5.1) Changes in borrowings<br />

The changes in <strong>Ferrovial</strong>, S.A.’s borrowings in 2011 were as follows:<br />

Thousands of euros<br />

Balance at<br />

01/01/11<br />

Increases Decrease Transfers Interest Other fees<br />

and<br />

commissions<br />

Exchange<br />

rate effect<br />

Balance at<br />

31/12/11<br />

Non-current bank<br />

borrowings<br />

1,810 0 -789 0 5 -4 -21 1,001<br />

Tranche A1 841 0 -252 0 13 -4 0 598<br />

Tranche A2 146 0 -140 0 0 -6 0<br />

Tranche A3 823 0 -397 -403 -8 -16 0<br />

Tranche B1 0 0 0 403 1 404<br />

Finance leases 3 0 0 0 0 0 0 3<br />

Total 1,813 0 -789 0 5 -4 -21 1,004<br />

On 12 April 2011, <strong>Ferrovial</strong> S.A. restructured its gross corporate borrowings (EUR 1,805 million at that date; EUR 1,826 million at 31<br />

December 2010), through the repayment of EUR 490 million (tranche A2 -denominated in Swiss francs- was repaid in full, and the<br />

tranches denominated in euros and pounds sterling were partially repaid) and the refinancing of EUR 1,305 million.<br />

The refinancing was performed through the arrangement of a syndicated loan with 32 banks (Spanish and foreign), extending maturity<br />

until April 2015 (previous maturity <strong>2012</strong>), see point C below. The transaction also includes the renewal of the working capital line<br />

amounting to EUR 541 million (tranche C) against which no amounts have been drawn down.<br />

The agreements have led to lower borrowing costs.<br />

The main changes during the year after the refinancing include:<br />

a) Repayment of the debt principal (euros and pounds sterling) in July amounting to EUR 252 million, which entailed the early<br />

repayment of the fees and commissions associated therewith, which were adjusted in 2011.<br />

b) Impact of the fees and commissions incurred on the refinancing of the borrowings; an impact that is taken into account in<br />

terms of the measurement thereof at amortised cost in accordance with Note 3.3.18<br />

c) Redenomination or transfer of EUR 403 million of tranche A3 denominated in pounds sterling to a new tranche B1<br />

denominated in euros, arranged on 14 November 2011. Up to this time, the tranche denominated in pounds sterling had an<br />

impact due to the exchange rate of EUR 16 million, which was offset by foreign currency derivatives and a cash position in<br />

sterling.<br />

B.5.2) Main features of the bank borrowings<br />

a. Structure<br />

The bank borrowings at 31 December 2011 were structured in two tranches maturing in 2015, both of which are denominated in<br />

euros.<br />

At 31 December 2011 the principals amounted to EUR 617 million for A1 (EUR 869 million in 2010) and EUR 403 million for tranche B1<br />

(EUR 957 million for tranches A2 and A3 at 31 December 2010), see point C below.<br />

There are also undrawn credit lines:<br />

- a tranche C, forming part of the corporate debt, consisting of a revolving working capital facility of EUR 541 million, maturing in<br />

2015.<br />

- and two bilateral credit facilities arranged with two separate banks, neither of which have been drawn down:<br />

o the first arranged on 20 December 2010 for EUR 120 million, maturing on 20 December 2013,<br />

o and the second arranged on 15 September 2011 for EUR 100 million, maturing on 15 September 2014.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 70


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

b. Applicable interest rates and credit limits<br />

In all cases the applicable interest rate is EURIBOR plus a spread.<br />

For the purposes of the accrual and settlement of interest on amounts drawn down, each drawdown will be divided into interest<br />

periods of one, three or six months (at <strong>Ferrovial</strong>’s discretion).<br />

As regards exposure to interest rate risk, set forth below is a detail of debt components indicating the portion tied to fixed interest<br />

rates, the portion hedged by derivatives and the portion tied to floating rates.<br />

Type of borrowing Thousands of euros Thousands of euros<br />

2011 % 2010 %<br />

Fixed 0 0% 0 0%<br />

Hedged 0 0% 793 44%<br />

Floating 1,001 100% 992 56%<br />

Total 1,001 1,785<br />

As regards <strong>Ferrovial</strong>, S.A.’s exposed borrowings, a fluctuation of 100 basis points in the interest rate would have an impact of EUR 10<br />

million on the income statement (EUR 7 million on the net profit).<br />

c. Maturities<br />

As indicated in point a., the borrowings have a maturity structured in 2015 for a nominal amount of EUR 1,020 million.<br />

The differences between the nominal amount and the amount corresponding to the of tranche A (EUR 617 million as compared to EUR<br />

598 million, respectively) is due to the accounting adjustment for the interest incurred as a result of changes in the borrowings and to<br />

the effect of the total fees and commissions incurred as a result of the refinancing transaction, as indicated in point B.5.1).<br />

d. Financial obligations and guarantees<br />

<strong>Ferrovial</strong> S.A. must fulfil the following financial obligations during the term of the financing, which will be assessed every six months:<br />

i. The Group’s Net Financial Debt/EBITDA ratio must not exceed certain pre-established levels.<br />

ii.<br />

The Group’s EBITDA/Net Finance Costs ratio must not fall below certain pre-established levels.<br />

For the purposes of achieving the above-mentioned ratios, the Group is deemed to include the consolidated Group companies<br />

excluding infrastructure projects and other companies (mainly Amey, Budimex, Webber and BNI).<br />

The Company was achieving both ratios at 31 December 2011.<br />

e. Corporate rating<br />

In August 2011 the financial rating agencies Standard & Poor's and Fitch issued for the first time their opinion on the financial rating of<br />

<strong>Ferrovial</strong>, which in both cases was in the category of “investment grade”:<br />

Agency Qualification Outlook<br />

S&P BBB- Stable<br />

FITCH BBB- Stable<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 71


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

B.6) Services<br />

The bank borrowings relate basically to:<br />

• Long-term bank loans and debt (EUR 136 million). The main features of these borrowings are presented below by company, which<br />

include mainly:<br />

Cespa Group (EUR 37 million). Finance leases, credit facilities and bank loan hedged by an interest rate swap, as described<br />

in Note 12 on "Derivative Financial Instruments".<br />

Amey (EUR 83 million). Floating-interest bank loan tied to LIBOR.<br />

Donarbon Ltd (EUR 10 million). Bank loan tied to LIBOR maturing in December 2013.<br />

Spanish Services division (EUR 3 million). Long-term finance lease. Long-term portion of lease instalments and interest<br />

under long-term leases.<br />

Albaida Residuos, S.L. (EUR 3 million). Long-term loans (maturing in 2015 and 2016).<br />

• Short-term bank loans and debt (EUR 37 million), which relate mainly to:<br />

Cespa (EUR 24 million).<br />

Amey Group (EUR 13 million). Short-term finance lease.<br />

B.7) Construction<br />

The borrowings comprise basically loans granted to:<br />

<br />

<br />

<br />

The UTEs Secado Térmico Butarque and Desaladora de Alicante for EUR 2 million and EUR 9 million, respectively.<br />

Webber for EUR 12 million (EUR 11 million at 31 December 2010), and<br />

Accounts with banks amounting to EUR 0.4 million (EUR 17 million at 31 December 2010) associated with the parent of the<br />

division, <strong>Ferrovial</strong> Agromán S.A., and Cadagua S.A.<br />

There is also a finance lease associated with the Budimex Group amounting to EUR 13 million, of which EUR 12 are recognised as noncurrent<br />

associated with lease payments and interest maturing at more than one year and a finance lease granted to <strong>Ferrovial</strong> Agromán<br />

amounting to EUR 2.5 million maturing in 2017.<br />

21. Other non-current liabilities<br />

The detail of the non-financial non-current liabilities is as follows:<br />

Balance at<br />

31/12/11<br />

Balance at<br />

31/12/10<br />

Change<br />

2011-2010<br />

Other long-term payables 163 122 41<br />

Other non-financial payables 16 32 -16<br />

Total 179 154 25<br />

“Other Non-Current Liabilities” includes mainly the participating loan granted by the State to the concession operator Autopista del Sol<br />

for the construction of the Estepona - Guadiaro section of the related toll road, amounting to EUR 93 million at 31 December 2011 (31<br />

December 2010: EUR 92 million), and to the additional participating loans granted to the concession operator Autovía de Aragón for<br />

EUR 32 million, and to Concesionaria de Prisiones de Figueras for EUR 12 million.<br />

22. Trade and other payables<br />

Set out below is a detail of the remaining short-term, non-financial payables at 31 December 2011 and 2010, including advances paid<br />

to trade creditors included under "Trade and Other Receivables":<br />

Balance at<br />

31/12/11<br />

Millions of euros<br />

Balance at<br />

31/12/10<br />

Change<br />

2011-2010<br />

Trade payables 3,128 3,906 -778<br />

Current tax liabilities 50 264 -214<br />

Other non-trade payables 704 720 -16<br />

Total 3,882 4,889 -1,007<br />

Advances paid -35 -50 15<br />

Net trade payables 3,847 4,839 -992<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 72


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Other Non-Trade Payables” includes payables to public authorities other than income tax payables amounting to EUR 305 million at 31<br />

December 2011 (EUR 323 million in 2010).<br />

Additionally, “Trade Payables” includes advances received on orders amounting to EUR 786 million (EUR 756 million at December<br />

2010), of which EUR 659 million were received from the Construction Division (EUR 650 million at December 2010).<br />

Group management considers that the carrying amount of trade receivables approximates their fair values.<br />

The table below presents the disclosures on the payment periods to suppliers as provided for in the Spanish Accounting and Audit<br />

Institute (ICAC) Resolution of 29 December 2010, implementing the disclosure obligation provided for in Additional Provision Three of<br />

Law 15/2010, of 5 July, on measures to combat late payment in commercial transactions.<br />

Millions of euros<br />

Paid in the maximum payment period 1,796.5 96.4%<br />

Remainder 66.5 3.6%<br />

TOTAL 1,863 100%<br />

Weighted average period of late<br />

payment (days)<br />

70<br />

Amount deferred 7.4<br />

"Weighted Average Period of Late Payment" is considered to be the amount calculated as the quotient whose numerator is the result of<br />

multiplying the payments made to suppliers outside the maximum payment period by the number of days of late payment and whose<br />

denominator is the total amount of the payments made in the year outside the maximum payment period.<br />

"Remainder" includes the payments that exceed the maximum payment period.<br />

"Amount Deferred" includes the balance payable to suppliers past due by more than the maximum payment period at 31 December<br />

2011.<br />

23. Tax matters<br />

23.1 Reconciliation of the income tax expense to the profit before tax:<br />

The reconciliation of the income tax expense to the profit before tax for 2011 and 2010 is as follows:<br />

In view of the significance of the Group’s activities in Spain, the United Kingdom and the United States, following is the abovementioned<br />

reconciliation for those countries:<br />

Millions of euros<br />

2011<br />

Spain<br />

United<br />

Kingdom USA<br />

Other<br />

countries Total<br />

Tax rate 30% 27% 40% 24%<br />

Profit before tax 241 113 0 132 485<br />

Results of companies accounted for using the<br />

equity method<br />

2 7 0 -29 -20<br />

Permanent differences -190 -7 -4 6 -195<br />

Taxable profit/Tax loss 52 113 -4 109 270<br />

Tax at applicable tax rate 16 30 -2 27 70<br />

Tax credits 0 0 -1 0 -1<br />

Other 3 -4 11 8 19<br />

Tax expense/benefit for the year 19 26 8 35 88<br />

Effective tax rate applicable to tax base 37% 23% -190% 32% 33%<br />

Adjustment of prior years’ tax -71 -10 54 1 -27<br />

Total tax expense -52 16 62 35 61<br />

Total effective rate applicable to profit<br />

before tax<br />

-22% 14% n/a 27% 13%<br />

<strong>Ferrovial</strong> recognised tax income of EUR 61 million in its income statement, in spite of having earned a profit before tax of EUR 485<br />

million.<br />

Certain items included in the profit before tax that are not taxable need to be taken into consideration in order to be able to<br />

understand this figure:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 73


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

- Result of companies accounted for using the equity method, which pursuant to accounting legislation is presented already net of the<br />

related tax effect. The profit generated by these companies totalled EUR 20 million in 2011.<br />

- Permanent differences: which relate to either profits or losses which are not subject to taxation or which do not generate deductible<br />

expenses. The permanent differences totalled EUR 195 million in 2011 and related basically to the exemption on the gain arising from<br />

the sale in February 2011 of the ownership interest held in the Swissport Group, as discussed in Note 1.2 on changes in the scope of<br />

consolidation and due to the conditions established for application of the exemption on foreign-source transactions provided for in<br />

Article 21 of the Consolidated Spanish Corporation Tax Law, approved by Legislative Royal Decree 4/2004, of 5 March, being met.<br />

With these adjustments, the taxable profit amounted to EUR 270 million and, applying the effective rate of each country and<br />

considering the tax credits for the year, the income tax expense totalled EUR 88 million, with an effective tax rate of 33%.<br />

The difference between the income tax expense of EUR 88 million and the total expense recognised in the year totalling EUR 61 million<br />

relates to the adjustment of deferred tax assets and liabilities of prior years and the reassessment of the recoverability of the deferred<br />

tax assets recognised, giving rise to an income tax benefit of EUR 27 million, without any impact on cash.<br />

The following table shows the reconciliation of the income tax expense/benefit for 2010:<br />

Millions of euros<br />

2010<br />

Spain United Kingdom USA Other countries Total<br />

Tax rate 30% 28% 40% 27%<br />

Profit or loss before tax -401 124 -31 3,176 2,869<br />

Results of companies accounted for using the<br />

equity method<br />

-12 -21 0 -7 -40<br />

Permanent differences -14 3 -8 -2,850 -2,869<br />

Taxable profit/ Tax loss -427 106 -38 320 -40<br />

Tax at applicable tax rate -128 30 -15 79 -34<br />

Tax credits 0 0 0 3 3<br />

Other -5 -3 11 19 22<br />

Tax expense for the year -133 27 -4 100 -10<br />

Effective tax rate applicable to tax base 31% 25% 12% 31% 26%<br />

Adjustment of prior years’ tax 85 33 16 96 231<br />

Total tax expense -48 60 12 197 220<br />

Total effective rate applicable to profit or loss<br />

before tax<br />

12% 48% -39% 6% 8%<br />

In 2010 10% of the share capital held by the Group in 407 ETR, the Canadian toll road concession operator, and 40% of the equity<br />

interest held in Cintra Chile were sold. These transactions gave rise to pre-tax gains of EUR 2,489 million and EUR 229 million,<br />

respectively. The aforementioned transactions were considered permanent differences in the calculation of income tax since they are<br />

not subject to taxation because they meet the conditions established for application of the exemption on foreign-source transactions<br />

provided for in Article 21 of the Consolidated Spanish Corporation Tax Law, approved by Legislative Royal Decree 4/2004, of 5 March.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 74


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

23.2 Difference between deferred tax and current tax:<br />

The breakdown of the accrued tax for 2011 and 2010, differentiating between current tax and deferred tax is as follows:<br />

Spain<br />

United<br />

Kingdom<br />

Millions of euros<br />

2011<br />

USA<br />

Other<br />

countries<br />

Tax expense for the year 19 26 8 35 88<br />

Deferred tax expense 29 16 -8 3 39<br />

Current tax expense -10 11 16 32 49<br />

Adjustment of prior years' taxes -71 -10 54 1 -27<br />

TOTAL tax expense -52 16 62 35 61<br />

Millions of euros<br />

2010<br />

Spain United Kingdom USA Other countries Total<br />

Tax expense for the year -133 27 -4 100 -10<br />

Deferred tax expense -122 11 5 17 -89<br />

Current tax expense -10 15 -9 82 78<br />

Adjustment of prior years' taxes 85 33 16 96 231<br />

TOTAL tax expense -47 60 12 195 220<br />

23.3 Changes in deferred tax assets and liabilities at December 2011:<br />

Millions of euros<br />

Balance at<br />

01/01/11<br />

Exclusion<br />

from the<br />

scope of<br />

consolidation<br />

of BAA<br />

Adjustments<br />

and other<br />

Charge/Credit<br />

to income<br />

statement<br />

Charge/Cred<br />

it to equity<br />

Exchange<br />

rate<br />

effect<br />

Total<br />

Balance at<br />

31/12/11<br />

Transfers<br />

Deferred tax assets<br />

Tax assets 1,127 -213 -2 -93 -17 0 5 807<br />

Temporary differences<br />

(tax/accounting<br />

496 -112 29 25 2 1 -2 439<br />

recognition methods)<br />

Deferred tax assets<br />

arising from business<br />

93 -93 0 0 0 0 0 0<br />

combinations<br />

Deferred tax assets<br />

arising from valuation<br />

751 -153 -99 -4 -15 129 16 626<br />

adjustments<br />

Other 59 113 -32 -28 48 0 -9 151<br />

Total 2,526 -458 -104 -100 18 131 10 2,022<br />

Millions of euros<br />

Deferred tax liabilities<br />

Deferred tax liabilities<br />

arising from business<br />

combinations<br />

Temporary differences<br />

(tax/accounting<br />

recognition methods)<br />

Deferred tax liabilities<br />

arising from valuation<br />

adjustments<br />

Industrial building<br />

Balance at<br />

01/01/11<br />

Exclusion<br />

from the<br />

scope of<br />

consolidation<br />

of BAA<br />

Transfers<br />

Adjustments<br />

and other<br />

Charge/Credit<br />

to income<br />

statement<br />

Charge/Cred<br />

it to equity<br />

Exchange<br />

rate<br />

effect<br />

Balance at<br />

31/12/11<br />

1,003 -777 0 -74 12 0 7 171<br />

989 -649 12 -3 17 0 4 370<br />

130 0 -69 0 0 -20 -3 37<br />

1,392 -1,392 0 0 0 0 0 0<br />

allowance<br />

Other 895 -58 -61 -82 29 -3 1 722<br />

Total 4,409 -2,876 -118 -158 57 -23 8 1,299<br />

The deferred tax assets recognised at 31 December 2011 arose mainly from:<br />

a) Tax assets<br />

These relate to accrued tax assets which have not been deducted by the Group companies. This item does not include all the tax<br />

assets accrued, but rather only those that, based on company projections, are expected to be used before they expire.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 75


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Section 23.4 of this Note provides further detail on these tax assets, which relate to the tax loss carryforwards (EUR 804 million), the<br />

most relevant of which relate to the Toll Roads Division (EUR 402 million), the Corporate Division (EUR 382 million) and to<br />

reinvestment and dividend double taxation tax credits (EUR 3 million).<br />

b) Assets and liabilities arising from timing differences between the accounting and tax income and expense<br />

recognition methods<br />

This item relates to the tax impact resulting from the fact that the timing of recognition of certain expenses or depreciation and<br />

amortisation charges is different for accounting and tax purposes. The recognition of a tax asset in this connection means that certain<br />

expenses have been recognised for accounting purposes before their recognition for tax purposes and, therefore, the Company will<br />

recover these expenses for tax purposes in future years. Conversely, a liability represents an expense that is recognised for tax<br />

purposes before its recognition for accounting purposes. Most notably "Deferred Tax Assets" includes the provisions amounting to EUR<br />

266 million recognised for accounting purposes, which do not have any effect for tax purposes until they are used, and finance costs of<br />

EUR 126 million. Deferred tax liabilities relate mainly to accelerated depreciation for tax purposes, amounting to EUR 271 million.<br />

c) Deferred taxes from the revaluation of derivative instruments, pension funds and translation differences (valuation<br />

adjustments)<br />

This reflects the cumulative tax impact resulting from valuation adjustments recognised in reserves. This impact appears as an asset or<br />

liability since there is no tax payable or refundable until this amount in reserves is transferred to profit or loss. The asset balance<br />

relates to accumulated losses in reserves that will result in tax income when it is recognised in profit or loss. The liability balance<br />

relates to gains not yet recognised for tax purposes. Noteworthy is the deferred tax asset relating to financial derivatives, amounting to<br />

EUR 485 million.<br />

d) Other:<br />

The other deferred tax liabilities include most notably the tax provision for the shareholdings in the BAA Group (EUR 328 million) and<br />

in Cintra USA (EUR 125 million). The detail of the changes in the deferred tax assets and deferred tax liabilities in 2010 is as follows:<br />

Millions of euros<br />

Balance at<br />

01/01/10<br />

Transfers<br />

Adjustments<br />

and other<br />

Charge/Credit<br />

to income<br />

statement<br />

Assets<br />

held for<br />

sale<br />

Charge/Credit<br />

to equity<br />

Exchange<br />

rate<br />

effect<br />

Balance<br />

at<br />

31/12/10<br />

Deferred tax<br />

assets<br />

Tax assets 972 228 -111 83 -53 0 8 1,127<br />

Temporary dif.<br />

(tax/accounting<br />

recognition<br />

351 88 -5 104 -51 0 9 496<br />

methods)<br />

Deferred tax assets<br />

arising from<br />

business<br />

133 -25 -6 -14 0 0 5 93<br />

combinations<br />

Deferred tax assets<br />

arising from<br />

599 -3 44 38 -6 61 18 751<br />

valuation adj.<br />

Other 135 -105 25 6 -9 0 8 59<br />

Total 2,190 184 -53 217 -121 61 48 2,526<br />

Millions of euros<br />

Balance at<br />

01/01/10<br />

Transfers<br />

Adjustments<br />

and other<br />

Charge/Credit<br />

to income<br />

statement<br />

Assets<br />

held for<br />

sale<br />

Charge/Credit<br />

to equity<br />

Exchange<br />

rate<br />

effect<br />

Balance<br />

at<br />

12/31/10<br />

Deferred tax<br />

liabilities<br />

Deferred tax<br />

liabilities arising<br />

from business<br />

1,086 -13 59 -159 -8 0 39 1,003<br />

combinations<br />

Temporary dif.<br />

(tax/accounting<br />

recognition<br />

868 214 15 -53 -39 0 26 1,032<br />

methods)<br />

Deferred tax assets<br />

arising from<br />

23 0 67 -5 0 40 5 130<br />

valuation adj.<br />

Industrial Building<br />

Allowance<br />

1,539 -73 0 -130 0 0 56 1,392<br />

Other 521 56 124 155 -8 0 3 852<br />

Total 4,037 184 266 -192 -56 40 129 4,409<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 76


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

23.4 Tax assets:<br />

At 31 December 2011, the <strong>Ferrovial</strong> Group companies had tax loss carryforwards totalling EUR 3,435 million, giving a tax asset of EUR<br />

1,080 million calculated at the tax rate applicable in each country.<br />

The detail of the tax loss carryforwards and of the related tax assets calculated at the tax rate applicable in each country is as follows:<br />

2011 (Millions of euros)<br />

Tax<br />

Last year Maximum tax Tax asset<br />

Country<br />

losses<br />

for offset<br />

asset recognised<br />

Spain 2,244 2019-2029 673 656<br />

United States 1,103 2026-2030 386 140<br />

UK 47 No lapsing date 12 3<br />

Poland 15 2011-2016 3 2<br />

Ireland 10 No lapsing date 1 1<br />

Portugal 10 2011-2015 3 1<br />

Holland 1 2015-2020 0 0<br />

Chile, construction 6 No lapsing date 2 1<br />

Total 3,435 1,080 804<br />

Additionally, <strong>Ferrovial</strong> had unused reinvestment and other tax credits of EUR 166 million at 31 December 2011 (EUR 198 million in<br />

2010), of which EUR 3 million had been recognised at 31 December 2011.<br />

23.5 Years open to tax audit<br />

<strong>Ferrovial</strong> S.A., <strong>Ferrovial</strong> Servicios S.A., <strong>Ferrovial</strong> Agromán S.A., Norvarem S.A., <strong>Ferrovial</strong> Aeropuertos S.A., <strong>Ferrovial</strong> Infraestructuras<br />

S.A. and Amey UK Plc. are currently being audited by the tax authorities for income tax for 2006. In addition to 2008, the last four<br />

years are open for review by the tax authorities for all the taxes applicable to the Group.<br />

Contingent tax liabilities may arise from the criteria that tax authorities may adopt in relation to the years open for review which cannot<br />

be objectively quantified. However, the directors of the Parent consider that such liabilities as might arise from a possible assessment<br />

by the tax authorities other than those for which a provision has already been recognised would not be significant.<br />

24. Contingent liabilities, contingent assets and obligations<br />

a) Contingent liabilities<br />

The Group has contingent liabilities for of litigation arising in the ordinary course of business from which no significant liabilities are<br />

expected to arise other than those for which provisions have already been recognised. In this connection, the most significant litigation<br />

relating to contingent liabilities is as follows:<br />

Litigation and risk in relation to Spanish toll roads<br />

R-4 toll road<br />

The contingent liabilities in the toll road division relate to the cost of expropriations, mainly in connection with the valuation of land<br />

subject to expropriation required to build toll roads, since several claims have been filed in this regard. Therefore, a provision of EUR<br />

421 million (see Note 19) was recognised, which relates mainly to the R-4 toll road in which <strong>Ferrovial</strong> has an ownership interest of<br />

55%. However, this risk has been reduced by Additional Provision Forty-One of State Budget Law 26/2009 for 2010, which provides<br />

that toll-road concession operators may obtain a participating loan for expropriation cost overruns provided certain requirements are<br />

met, which is the case of the R-4 toll road concession operator.<br />

In addition to the problems relating to expropriations, the R-4 toll road was affected by significant reductions in vehicle numbers in<br />

recent years. Also, Additional Provision Eight of Law 43/2010, which attempted to mitigate the imbalance arising as a result of these<br />

reductions, introduced a measure consisting of the possibility of receiving from the concession grantor compensation equal to the<br />

difference between the toll revenue that would have been earned had 80% of the traffic projected in the tender specifications been<br />

reached and the toll revenue arising from actual traffic. This compensation will only be available for a period of three years and is<br />

subject to certain budget restrictions and maximum volume limits.<br />

Despite the aforementioned measures, the trend in expropriation processes and the ongoing fall in traffic in this project made it<br />

impossible to refinance the borrowings relating thereto (see Note 20), the original maturity date of which was January 2011 but was<br />

subsequently extended to July 2011. Subsequent agreements were entered into relating to the final maturity of the borrowings, which<br />

was extended initially to November 2011 and, subsequently, to 27 February <strong>2012</strong>.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 77


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

As a result of the maturity date, the feasibility of the project is currently dependant on a possible agreement between all the parties<br />

involved which will make it possible to restore its economic and financial equilibrium. At 31 December 2011, <strong>Ferrovial</strong> had recognised a<br />

provision in full for the investment in the aforementioned project.<br />

As regards the M-203 toll road, operated by Sociedad Concesionaria de la Comunidad de Madrid, construction of which has been put<br />

on hold for several years, and which is also exposed to the risk of expropriation cost overruns, the Madrid Department of Transport<br />

and Infrastructure, through a Resolution of the Directorate-General of Roads of 9 July 2010, initiated proceedings to modify the<br />

concession arrangement and restore its economic and financial equilibrium. To this end, on 26 October 2010 the concession operator<br />

submitted a rebalancing application to the Department containing the technical design for the modification of the route required by the<br />

grantor. The Procurement Division of the Madrid Autonomous Community Government approved the change to the project and the<br />

restoration of the economic and financial balance of the concession on 25 October 2011. The change to the concession arrangement<br />

was formally executed on 16 December 2011. The construction work that will link the M-203 road to the R-3 road is not due to<br />

commence until the agreement with the Spanish Ministry of Public Works (currently in progress) is entered into.<br />

Claims of Promociones Habitat, S.A. in connection with the agreement for the purchase of <strong>Ferrovial</strong> Inmobiliaria, S.A.<br />

Certain claims have been filed by Promociones Habitat, S.A. in relation to the guarantees provided under the agreement for the<br />

purchase of <strong>Ferrovial</strong> Inmobiliaria, S.A., pending resolution or payment, a provision for which has been duly recognised in the financial<br />

statements.<br />

BAA<br />

In 2011 BAA Limited ("BAA") was notified of the decision handed down by the UK Competition Commission dated 19 July 2011,<br />

whereby it dismissed the arguments of the former relating to the substantial change in circumstances since the publication of the<br />

Commission's decision in March 2009 and obliged BAA to sell Stansted Airport and either Glasgow Airport or Edinburgh Airport.<br />

In February <strong>2012</strong>, as discussed in Note 38 on events after the reporting period, the UK Competition Appeal Tribunal rejected the latest<br />

appeal filed by BAA in relation to the request by the Competition Commission to sell Stansted Airport. BAA is currently analysing other<br />

possible alternatives.<br />

Other litigation<br />

In addition to the above-mentioned litigation, various Group companies are involved in a number of lawsuits in the ordinary course of<br />

business, as listed below:<br />

- Claims relating to defects in construction projects performed or services rendered.<br />

- Claims for third-party liability in connection with the use of the Group’s assets or the actions of the Group’s employees, the most<br />

significant of which relate to road accidents on the toll roads managed by the Group.<br />

- Employment-related claims.<br />

- Environmental claims.<br />

- Tax claims.<br />

Certain of the above-mentioned risks are covered by insurance policies (third-party liability, construction defects, etc.), and based on<br />

the estimates of the Group's legal advisers, no contingent liabilities will arise which might have a significant impact on the consolidated<br />

financial statements.<br />

b) Bank guarantees<br />

At 31 December 2011, the Group companies had provided guarantees totalling EUR 4,240 million (EUR 4,334 million in 2010).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 78


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The following table contains a breakdown of guarantees by business area. The most significant item relates to the Construction<br />

Division (EUR 3,226 million), consisting basically of guarantees covering the liability of construction companies for the performance and<br />

completion of construction work required during the bidding processes:<br />

Financing guarantees<br />

Millions of euros 2011 2010<br />

Construction 3,226 3,174<br />

Toll roads and car parks 328 436<br />

Services 543 625<br />

Airports 7 7<br />

Other 136 91<br />

Total 4,240 4,334<br />

The guarantees that <strong>Ferrovial</strong> and its subsidiaries provided in relation to the financing of certain projects in which it has ownership<br />

interests are listed below:<br />

- Norte Litoral.- Guarantee limited to the expropriation cost overruns during the expropriation period.<br />

- R-4 Madrid Sur.- There is a guarantee that covers EUR 13 million in the event the concession is terminated or any ratio<br />

is not achieved at the date of its expiry.<br />

- Ausol.- Guarantee limited to EUR 30 million for debt service and recognition of a debt service reserve fund in the event of<br />

a cash shortfall on the project.<br />

- Azores.- Guarantee limited to EUR 10 million until 2017 as required by Article 35 of the Portuguese Companies Law.<br />

- SH130.- Guarantee limited to USD 23 million for the expropriation cost overruns during the expropriation period and a<br />

guarantee limited to USD 20 million for debt service during the first five years of operations.<br />

- Serrano Park. Guarantee for the recalculation of the base case for a maximum amount of EUR 5 million, with a sublimit<br />

for debt service of EUR 1 million from 2011 to 2014.<br />

- Triconitex, S.A.- Guarantee for the payment of a finance lease relating to this company, limited to the principal of EUR 1<br />

million at 31 December 2011.<br />

- Ecoparc del Mediterrani, S.A.- Guarantee from the shareholders in proportion to their shareholdings, limited to the<br />

amount of this company’s credit facility (EUR 2 million at 31 December 2011).<br />

- Inagra.- Guarantee limited to the amount of this company’s credit facility (EUR 12 million at 31 December 2011).<br />

- UTE Reciclados Daimiel.- Guarantee for the payment of the company's finance lease limited to the principal (EUR 0.14<br />

million at 31 December 2011).<br />

- La Selva, Nora.- Guarantee from the shareholders in proportion to their shareholdings, limited to several of this<br />

company’s loans (EUR 3 million at 31 December 2011).<br />

- Ayora Biogás - Guarantee limited to the amount of this company's credit facility (EUR 0.2 million at 31 December 2011).<br />

- Ecocat.- Guarantee from the shareholders in proportion to their shareholdings, limited to several of this company's credit<br />

facilities (EUR 5 million drawn down at 31 December 2011).<br />

Note: the amounts relating to the guarantees correspond to the <strong>Ferrovial</strong> Group’s percentage interest in the various projects.<br />

Additionally, in some projects and construction work, there are technical guarantees applicable up to the start-up of operations of<br />

the project or construction work, which are the standard guarantees demanded from shareholders in the framework of the<br />

financing transactions.<br />

In the ordinary course of the Group’s activities certain other technical guarantees have been provided, as is standard practice in<br />

this market.<br />

In the case of the Services Division, Amey has arranged guarantees and letters of credit totalling EUR 13 million for the investment<br />

and subordinated debt relating to its infrastructure projects.<br />

Contingent assets<br />

The Group had not received any significant guarantees from third parties at 31 December 2011 or 2010.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 79


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Investment commitments<br />

As described in Note 1, the infrastructure projects carried out by the Group are performed through long-term contracts where the<br />

concession operator is a company in which the Group has interests, either alone or together with other partners, and it is the project<br />

itself to which the borrowings necessary for financing are allocated, without recourse to the shareholder, under the terms set forth in<br />

Note 20. From the management viewpoint, <strong>Ferrovial</strong> takes into account only the investments obligations in the equity of the projects,<br />

since the investment in the assets is financed by the borrowings of the projects themselves.<br />

The investment obligations of the Group in relation to the capital of its projects are as follows:<br />

Maturities<br />

Millions of Euros <strong>2012</strong> 2013 2014 2015 2016 2017 and<br />

subsequent<br />

years<br />

TOTAL<br />

Investments in infrastructure projects 108 87 85 68 2 1 351<br />

Toll roads 94 87 85 68 2 1 337<br />

Services 14 0 0 0 0 0 14<br />

Investments in infrastructure projects accounted<br />

for using the equity method<br />

21 32 2 29 0 0 84<br />

Toll roads 21 30 2 4 0 0 57<br />

Services 0 2 0 25 0 0 27<br />

TOTAL INVESTMENTS IN INFRASTRUCTURE<br />

PROJECTS<br />

129 119 87 97 2 1 435<br />

Obligations under operating and finance leases<br />

The expense recognised in relation to operating leases in the income statement for 2011 totals EUR 191 million.<br />

The future total minimum lease payments for non-cancellable operating leases are shown below:<br />

2011<br />

CORPORATE CONSTRUCTION TOLL ROADS SERVICES AIRPORTS TOTAL<br />

Less than one year 2 28 4 39 0 73<br />

Between one and five years 10 20 5 80 0 115<br />

More than five years (*) 37 4 0 16 0 57<br />

LESSEE 49 52 9 135 0 246<br />

2010<br />

CORPORATE CONSTRUCTION TOLL ROADS SERVICES AIRPORTS TOTAL<br />

Less than one year 2 26 4 33 0 65<br />

Between one and five years 10 15 5 66 0 96<br />

More than five years 40 3 0 18 0 61<br />

LESSEE 52 44 9 118 0 223<br />

The Group has no significant obligations as lessor under the operating leases.<br />

The detail at 31 December 2010 is as follows:<br />

2010<br />

CORPORATE CONSTRUCTION TOLL ROADS SERVICES AIRPORTS TOTAL<br />

Less than one year 1 0 70 72<br />

Between one and five years 1 1 287 289<br />

More than five years 0 1,018 1,018<br />

PROJECTS 0 0 3 1 1,375 1,379<br />

Less than one year 2 26 3 33 64<br />

Between one and five years 10 15 4 65 94<br />

More than five years 40 3 18 61<br />

OTHER COMPANIES 52 44 7 116 0 219<br />

LESSEE 52 44 9 117 1,375 1,598<br />

Less than one year 101 101<br />

Between one and five years 336 336<br />

More than five years 2,131 2,131<br />

LESSOR 0 0 0 0 2,568 2,568<br />

Environmental obligations<br />

Any operation designed mainly to prevent, reduce or repair damage to the environment is treated as an environmental activity.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 80


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Investments in environmental activities are measured at acquisition cost and are capitalised to the cost of non-current assets in the<br />

year in which they are made, applying the methods described in Note 3 on “Accounting Policies”.<br />

Costs incurred to protect and improve the environment are taken to the income statement when incurred, irrespective of when the<br />

related monetary or financial flow takes place.<br />

Provisions for probable or certain environmental liability, litigation in progress and indemnities or other outstanding obligations of<br />

undetermined amount not covered by insurance policies are recorded when the liability or obligation giving rise to the indemnity or<br />

payment arises.<br />

25. Fair value adjustments<br />

The “Fair Value Adjustments” column relates to gains and losses arising as result of changes in the fair value of derivatives, other<br />

financial assets and liabilities and impairment losses on assets and liabilities. Specifically, in 2011 there were three items with a<br />

significant impact: the remeasurement at fair value of the interest retained in BAA (see Notes 1.2 and 2), the impairment losses<br />

recognised on certain assets (see Note 26), and the impact of the revaluation of derivatives that are not considered effective the<br />

changes of the value of which are recognised in the income statement (see Notes 12 and 29).<br />

26. Impairment and disposals of non-current assets and Other Non-recurring effects<br />

In addition to the revaluations and impairment losses included in the fair value adjustments, this line item includes the gains and losses<br />

on disposals recognised and other non-recurring effects.<br />

The detail of the main gains and losses relating to impairment and disposals is as follows:<br />

Gains and losses recognised in 2011:<br />

Millions of euros<br />

Before fair<br />

value<br />

adjustments<br />

Impact on profit or<br />

loss before tax<br />

Fair<br />

value<br />

adjustments<br />

2011 Total<br />

Impact<br />

on net<br />

profit or<br />

loss<br />

Gains from disposals:<br />

Swissport 195 0 195 200<br />

Total services 195 0 195 200<br />

Gains from disposals:<br />

Trados 45 41 0 41 27<br />

Chilean toll roads -6 0 -6 -6<br />

Impairment losses 0 -87 -87 -66<br />

Total Cintra 34 -87 -52 -45<br />

Impairment and gains and losses on disposals of non-current assets<br />

and Other Non-recurring effects<br />

229 -87 142 154<br />

Gains<br />

On 17 February <strong>Ferrovial</strong> Servicios sold the ownership interest it held in Swissport, which was classified as held for sale in the<br />

consolidated financial statements for 2010. This transaction gave rise to the recognition of a gain of EUR 195 million (EUR 200 million<br />

in the net profit attributable to the Parent).<br />

In addition, on 20 January, Cintra completed the process to sell its ownership interest of 50% in Autopista Trados 45 to FINAVIAS, an<br />

investment vehicle for the infrastructure funds of AXA Private Equity. The gain on this transaction amounted to EUR 41 million (EUR 27<br />

million in profit attributable to the Parent).<br />

Also in the Toll Roads Division, on 16 November it was agreed with the Colombian company ISA to sell the remaining 40% held by<br />

Cintra in Cintra Chile following the transaction to sell 60% in 2010. The loss incurred in 2011 amounted to EUR 6 million and relates<br />

mainly to translation differences arising on the ownership interest held until the date of the sale.<br />

Impairment<br />

An impairment loss of EUR 87 million was recognised within the Toll Roads Division (EUR -66 million effect on net profit) in relation to<br />

the portfolio of European toll roads due to the negative evolution thereof in 2011 and the updated long-term assumptions relating to<br />

these toll roads based on the methodology described in Note 6. These impairment losses were recognised under various headings in<br />

the balance sheet. A balancing item of EUR -55 million was recognised under "Provisions" (see Note 19), EUR -25 million was<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 81


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

recognised under "Financial Assets" (see Note 11) and, lastly, EUR -7 million was recognised as a reduction of non-current assets in<br />

infrastructure projects (see Note 8).<br />

Gains and losses recognised in 2010:<br />

The breakdown of the main gains and losses recognised in 2010 in relation to sales and impairment of significant assets and of their<br />

impact on the net profit or loss recognised is as follows:<br />

Impact on profit or<br />

loss before tax<br />

Before fair Fair<br />

value value Total 2010<br />

adjustments adjustments<br />

Impact on<br />

net profit or<br />

loss<br />

2010<br />

Gains from disposals:<br />

APP 18 0 18 12<br />

US Retail 7 0 7 1<br />

Naples Airport 11 0 11 5<br />

Other disposals 21 0 21 12<br />

Impairment losses 0 -734 -734 -366<br />

Total BAA 56 -734 -678 -336<br />

Gains from disposals:<br />

10% ETR 407 474 2,015 2,489 2,471<br />

Chilean toll roads 206 148 354 274<br />

Impairment losses 0 -277 -277 -193<br />

Total Cintra 680 1,886 2,567 2,552<br />

Gains relating to Tubelines 2 0 2 2<br />

Other gains on disposals 2 0 2 2<br />

Other impairment losses 0 -13 -13 -10<br />

Impairment and gains and losses on disposals of non-current assets<br />

and Other Non-recurring effects<br />

Gains<br />

740 1,139 1,879 2,210<br />

On 5 October 2010, Cintra Infraestructuras reached an agreement to sell 10% of its interest in the share capital of the 407 ETR toll<br />

road concession operator in Toronto, Canada for CAD 894 million (EUR 634 million). The transaction gave rise to a pre-tax gain of EUR<br />

2,489 million (EUR 2,471 million effect on net profit), which is distributed between the gain itself on the sale of the 10% interest (EUR<br />

474 million effect on profit before tax and EUR 467 million effect on net profit), and the remeasurement at fair value of the interest<br />

retained, representing 43.23% of the share capital of that company (EUR 2,015 million effect on profit before tax and EUR 2,005<br />

million effect on net profit), and the latter amount was recognised as a fair value adjustment in the Group’s consolidated income<br />

statement.<br />

Additionally, on 15 September 2010 Cintra Infraestructuras completed the sale of 60% of its equity interest in Cintra Chile, a company<br />

that operates five stretches of Chilean toll roads, for CLF 7 million (approximately EUR 220 million). Furthermore, the buyer and seller<br />

established cross call and put options on the remaining 40% of the shares. The transaction gave rise to a pre-tax gain of EUR 354<br />

million (EUR 274 million effect on net profit), of which EUR 206 million relate to the gain on the 60% ownership interest sold (EUR 158<br />

million net) and EUR 148 million (before tax) relate to the remeasurement at fair value of the interest retained and the latter amount<br />

was recognised as a fair value adjustment in the Group’s consolidated income statement (EUR 116 million net).<br />

The total effect of gains recognised on net profit was EUR 2,779 million.<br />

Impairment<br />

In 2010, the BAA Group reviewed the fair value of its assets and recognised an impairment loss of EUR 734 million before tax (EUR<br />

369 million effect on net profit). Additionally, net impairment losses of EUR 3 million were reversed at companies accounted for using<br />

the equity method within the BAA Group.<br />

In the Toll Roads Division, an impairment loss of EUR 277 million (with an impact on net profit of EUR 200 million) was recognised in<br />

relation to the portfolio of Spanish toll roads and other European toll roads, due to the negative evolution of traffic during 2010 and to<br />

the update of the long-term assumptions made for these toll roads. Additionally, net impairment losses of EUR 7 million were reversed<br />

at companies accounted for using the equity method in the Toll Roads Division.<br />

Lastly, impairment losses were recognised in the other divisions with a net impact of EUR 10 million and, therefore, the total impact of<br />

net impairment losses on the net profit for the year amounted to EUR -569 million.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 82


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

27. Operating Revenue<br />

The detail of the Group's operating income at 31 December 2011 is as follows:<br />

Millions of euros<br />

2011 2010<br />

Revenue 7,446 9,384<br />

Sales 7,186 9,109<br />

Other operating income 260 275<br />

Other income 15 17<br />

Total operating revenue 7,461 9,401<br />

Income recognised in 2011 includes most notably the collections received as a result of the traffic-shortfall compensation account<br />

received as a result of the fall in traffic on the R-4 road and the Madrid-Levante toll road described in Note 24 to the accompanying<br />

consolidated financial statements. Pursuant to Spanish legislation, these traffic-shortfall compensation accounts are non-refundable<br />

provided that the traffic does not exceed the levels projected in the Economic and Financial Plan. Since this condition has been fulfilled<br />

based on the Company's projections, these collections were recognised as income in 2011.<br />

28. Staff costs<br />

The detail of the staff costs is as follows:<br />

Millions of euros<br />

2011 2010<br />

Wages and salaries 1,648 2,377<br />

Social security costs 351 434<br />

Pension plan contributions -10 -34<br />

Share option plans 7 12<br />

Other employee benefit costs 22 27<br />

Total 2,018 2,815<br />

At 31 December 2011, the detail of the number of employees, by professional category and gender, is as follows:<br />

2011 2010<br />

Men Women Total Men Women Total<br />

Change<br />

Directors 11 1 12 11 1 12 0.00%<br />

Senior executives 11 1 12 11 0 11 9.09%<br />

Executives 378 56 434 1,346 342 1,688 -74.30%<br />

University and further education college<br />

5,904 2,046 7,950 7,033 2,498 9,531 -16.59%<br />

graduates<br />

Clerical staff 1,091 2,322 3,413 2,853 3,596 6,449 -47.07%<br />

Manual workers and unqualified technicians 32,974 13,402 46,376 57,243 26,493 83,736 -44.62%<br />

Total 40,369 17,828 58,197 68,497 32,930 101,427 -42.62%<br />

At 31 December 2011, this table does not include the BAA employees as a result of the sale of 5.88% of the ownership interest in<br />

October, as described in Note 2. However these employees are included in 2010 for comparison purposes.<br />

However, for the purposes of the calculation of the average headcount for the year, the BAA employees were taken into account until<br />

the related sale in October.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 83


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The average number of employees, by business division, is as follows:<br />

2011 2010<br />

Men Women Total Men Women Total<br />

Construction 10,843 1,649 12,492 11,108 1,544 12,652<br />

Corporate 186 135 321 204 145 349<br />

Real estate 30 54 85 36 75 111<br />

Services 30,322 16,956 47,278 49,164 26,201 75,365<br />

Concessions 733 423 1,156 1,275 974 2,249<br />

Airports 5,259 3,399 8,658 6,251 4,019 10,269<br />

Total 47,374 22,616 69,990 68,038 32,957 100,995<br />

The change in the Services Division is a result mainly of the sale of all its ownership interest in Swissport whilst in the Concession<br />

Division the decrease in the number of employees is a result of the sale of the concessions in Chile (sale of Cintra Chile), Spain<br />

(divestment of Trados 45) and Canada (sale of its ownership interest in ETR-407).<br />

29. Financial Result<br />

The changes in finance costs and finance income were as follows:<br />

Millions of euros<br />

2011 2010 Change %<br />

Borrowing costs -367 -605 -39%<br />

Other finance costs 71 46 53%<br />

Finance costs of infrastructure projects -296 -558 -47%<br />

Interest income on financial assets 4 6 -21%<br />

Other finance income 15 13 12%<br />

Finance income of infrastructure projects 19 19 2%<br />

Financial loss/profit from fair value adjustments -3 3 -183%<br />

Total financial result of infrastructure projects -279 -537 -48%<br />

Borrowing costs -116 -150 -22%<br />

Other finance costs -129 -139 -7%<br />

Finance expense of other companies -246 -289 -15%<br />

Interest income on financial assets 33 21 56%<br />

Other finance income 130 132 -2%<br />

Finance income of other companies 162 153 6%<br />

Financial result from fair value adjustments 60 -31 -295%<br />

Total financial result of other companies -24 -167 -86%<br />

Financial Result -303 -704 -57%<br />

"Finance Costs of Infrastructure Projects" includes mainly the effect of the amounts recognised in construction projects, as shown in<br />

the detail below. Finance costs and income that do not relate in full to financing at the other companies include mainly the effect of the<br />

exchange rate differences, the interest cost relating to provisions for pensions and the return on the assets of these pension plans.<br />

The biggest effect on the change in the financial loss is due basically to the fact that in 2011 the Group did not assume any effect from<br />

407 ETR and Cintra Chile as a result of the sale of a portion of the ownership interests recognised in 2010. The financial portion<br />

incurred to date on the sale amounted to EUR 172 million and EUR 103 million, respectively.<br />

The gains and losses presented in the table above relating to the changes in fair value arising mainly as a result of derivatives relate to<br />

those that were not considered to be effective. The effective portion of this amount is recognised in profit or loss based on the<br />

recognition of the hedged item of the same nature as that recognised in the detail included under Note 12 relating to derivative<br />

financial instruments measured at fair value. The items included under "Financial result from fair value adjustments" relating to<br />

derivative financial instruments measured at fair value gave rise to an impact of EUR 57 million on profit before tax.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 84


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The breakdown, by project, of the financial result of infrastructure projects is shown below. The table indicates the portion of the<br />

borrowing costs that is capitalised to investments in infrastructure projects under construction:<br />

Financial profit (loss) of<br />

infrastructure projects<br />

Millions of euros<br />

Millions of euros<br />

2011 2010<br />

Borrowing costs Accrued finance<br />

recognised in costs and<br />

profit or loss income<br />

Borrowing<br />

costs<br />

capitalised<br />

during<br />

construction<br />

period<br />

Borrowing<br />

costs<br />

capitalised<br />

during<br />

construction<br />

period<br />

Borrowing<br />

costs<br />

recognised in<br />

profit or loss<br />

Accrued<br />

finance costs<br />

and income<br />

407 ETR International 0 0 0 0 -171 -171<br />

US toll roads 82 -163 -81 61 -146 -85<br />

Spanish toll roads 0 -118 -118 0 -102 -102<br />

Other toll roads (Ireland and<br />

14 -61 -47 12 -169 -157<br />

Portugal)<br />

Services 0 -11 -11 0 -9 -9<br />

Construction 0 -10 -10 0 -6 -6<br />

Total 96 -362 -266 73 -603 -530<br />

30. Net profit or loss from discontinued operations<br />

At 31 December 2011, profit from discontinued operations amounted to EUR 844 million, the detail being as follows:<br />

Income statement<br />

Before fair<br />

value<br />

adjustments<br />

2011 2010<br />

Before fair<br />

2011 Total value<br />

adjustments<br />

Fair value<br />

adjustments<br />

Fair value<br />

adjustments Total 2010<br />

Disposal Gain - BAA 142 706 847 0 0 0<br />

Profit/loss - BAA 23 -26 -3 -77 -390 -467<br />

Net profit/loss from discontinued operations 165 680 844 -77 -390 -467<br />

"Net Profit or Loss from Discontinued Operations" includes mainly the disposal gain from the sale of 5.88% of the ownership interest in<br />

BAA (see Note 2) held by the Group at 31 December 2010, which then stood at 49.99% at 31 December 2011. Of the total EUR 847<br />

million, EUR 142 million relate to the net amount of the gain arising on this sale while EUR 706 million relate to the gain arising from<br />

the adjusted fair value of the investment held. This gain is not subject to tax since it relates to the reversal of an impairment loss<br />

recognised in prior years. No gain exists on the historical tax base of the Group's ownership interest in this subsidiary.<br />

In addition, it includes BAA's loss of EUR 3 million during the first ten months of the year (see Notes 2 and 10).<br />

31. Earnings per share<br />

A. Basic earnings per share<br />

Basic earnings per share are calculated by dividing the net profit or loss attributable to the Group by the weighted average number of<br />

ordinary shares outstanding during the year, excluding the average number of treasury shares held in the year.<br />

The calculation of basic earnings per share attributable to the Parent is as follows:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 85


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Basic earnings per share attributable to the Parent:<br />

2011 2010<br />

Net profit attributable to the Parent 1,269 2,163<br />

Weighted average number of shares outstanding (thousands of shares) 733,510 733,510<br />

Less average number of treasury shares (thousands of shares) 0 0<br />

Average number of shares to calculate basic earnings per<br />

share<br />

733,510 733,510<br />

Basic earnings per share (euros) 1.73 2.95<br />

B. Diluted earnings per share<br />

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding in order to reflect<br />

the conversion of all dilutive potential ordinary shares. For these purposes, it is considered that the shares are converted at the<br />

beginning of the year or at the date of issue of the potential ordinary shares, if the latter were issued during the current period.<br />

At 31 December 2011 and 2010, the Group did not have any dilutive potential ordinary shares, since no convertible shares were issued<br />

and the share-based or stock option remuneration plans discussed in Note 34 will not give rise to any capital increases at the Group,<br />

as explained in that Note. Consequently, no dilutive impact is envisaged when employee rights under the plans are exercised.<br />

32. Cash flow<br />

The consolidated statement of cash flows was prepared in accordance with IAS 7. This Note provides additional disclosures thereon.<br />

This breakdown is based on internal criteria established by the Company for business purposes, which in certain cases differ from the<br />

provisions of IAS 7. The main criteria applied are as follows:<br />

- In order to provide a clearer explanation of cash generated, the Group separates cash flows into “Cash Flows Excluding Infrastructure<br />

Projects” where infrastructure project concession holders are treated as financial assets and the investments in the capital of these<br />

companies are therefore included in cash flows from investing activities, and yields on the investments (dividends and cash<br />

reimbursements) are included in cash flows from operating activities, and “Cash Flows of Infrastructure Projects”, consisting of cash<br />

flows from operating and financing activities of infrastructure project concession holders (Note 1 contains a detailed definition of<br />

infrastructure projects).<br />

- The treatment given to interest received on cash and cash equivalents differs from that of the cash flow statement under IAS 7, since<br />

this interest is included in cash flows from financing activities with a reduction in the amount recognised under “Net Interest Paid”.<br />

- Lastly, these flows endeavour to present the changes in the net cash position as defined in Note 20, as the net amount of<br />

borrowings, cash and cash equivalents and restricted cash. This method also departs from IAS 7, which explains the changes in cash<br />

and cash equivalents.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 86


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

December 2011<br />

Cash flow<br />

excluding<br />

infrastructure<br />

projects<br />

December 2011 (figures in millions of euros)<br />

Cash flow of<br />

infrastructure<br />

projects<br />

CONSOLIDATED<br />

CASH FLOW<br />

Eliminations<br />

Gross profit from operations 463 356 0 819<br />

Dividends received 182 0 -25 157<br />

Income tax paid -67 -25 0 -92<br />

Changes in receivables, payables and other -68 -103 0 -171<br />

Cash flows from operating activities 510 228 -25 713<br />

Investment -328 -780 135 -973<br />

Divestment 1,264 0 0 1,264<br />

Cash flows from investing activities 936 -780 135 291<br />

Cash flows from operating and financing activities 1,446 -552 109 1,004<br />

Net interest paid -114 -293 0 -407<br />

Proceeds from capital and non-controlling interests -1 263 -136 126<br />

Payment of dividends to shareholders of the Parent -367 0 0 -367<br />

Payment of dividends to non-controlling interests of<br />

investees -9 -32 25 -15<br />

Change in exchange rate -27 -97 0 -124<br />

Exclusion - net debt of held-for-sale assets/companies<br />

accounted for using the equity method 0 14,529 0 14,529<br />

Other changes in borrowings (no cash flows) -53 -85 11 -127<br />

Cash flows from financing activities -571 14,286 -100 13,614<br />

Change in net cash position 875 13,733 9 14,618<br />

Opening position 31 -19,836 16 -19,789<br />

Closing position 907 -6,102 25 -5,171<br />

December 2010<br />

Cash flow<br />

excluding<br />

infrastructure<br />

projects<br />

December 2010 (figures in millions of euros)<br />

Cash flow of<br />

infrastructure<br />

projects<br />

CONSOLIDATED<br />

CASH FLOW<br />

Eliminations<br />

Gross profit from operations 573 659 0 1,232<br />

Dividends received 178 0 -134 44<br />

Income tax paid -60 -23 0 -83<br />

Changes in receivables, payables and other 120 -68 0 52<br />

Cash flows from operating activities 811 568 -134 1,245<br />

Investment -420 -915 141 -1,194<br />

Divestment 1,124 0 0 1,124<br />

Cash flows from investing activities 704 -915 141 -70<br />

Cash flows from operating and investing activities 1,515 -347 7 1,175<br />

Net interest paid -138 -469 0 -608<br />

Proceeds from capital and non-controlling interests 0 207 -138 69<br />

Payment of dividends to shareholders of the Parent -315 0 0 -315<br />

Payment of dividends to non-controlling interests of<br />

investees -5 -215 134 -86<br />

Change in exchange rate -6 -285 0 -291<br />

Exclusion - net debt of held-for-sale assets/companies<br />

accounted for using the equity method 180 2,438 0 2,618<br />

Other changes in borrowings (no cash flows) -27 -54 2 -79<br />

Cash flows from financing activities -312 1,622 -2 1,308<br />

Change in net cash position 1,203 1,275 5 2,483<br />

Opening position -1,172 -21,110 11 -22,271<br />

Closing position 31 -19,836 16 -19,789<br />

The directors’ report includes detailed disclosures on the changes in cash flows for 2011.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 87


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

33. Remuneration of the Board of Directors<br />

33.1.- Directors’ remuneration<br />

The Board of Directors of <strong>Ferrovial</strong> S.A. intends to prepare and make available to shareholders an “<strong>Annual</strong> <strong>Report</strong> on Remuneration of<br />

Directors” for 2011 required by Article 61 ter. of the Spanish Securities Market Law.<br />

This report describes the matters relating to the Company's remuneration policy for 2011, the policy planned for future years, an<br />

overview of how the remuneration policy was applied in 2011 and a detail of the individual remuneration earned by each of the<br />

directors. In particular,<br />

- the general principles, policies and bases of <strong>Ferrovial</strong>'s remuneration policy.<br />

- Changes in the remuneration policies.<br />

- Principle of materiality of items of variable remuneration with respect to the items of fixed remuneration and policies followed<br />

to calculate the various components of the directors' remuneration package.<br />

- Preparatory work and decision-making process of the Remuneration and Nomination Committee and the control bodies.<br />

- Amount and nature of fixed components.<br />

- Amount and nature of variable components.<br />

- Long-term saving schemes.<br />

- Agreed-upon or paid benefits.<br />

- Contractual conditions.<br />

- Additional remuneration.<br />

- Advances, loans and guarantees.<br />

- Other items of remuneration.<br />

- Items of deferred remuneration.<br />

- Relationship between remuneration obtained and profit/loss of the Company.<br />

This report will be submitted to a consultative vote by the shareholders at the <strong>Annual</strong> General Meeting as a separate item on the<br />

agenda.<br />

33.2.- Remuneration system for the Board of Directors for 2011. Total and overall remuneration.<br />

Under the Company’s current remuneration scheme, regulated by Article 57 of its bylaws, the shareholders at the <strong>Annual</strong> General<br />

Meeting determine the total, fixed annual remuneration for all the members of the Board of Directors.<br />

The shareholders at the <strong>Annual</strong> General Meeting held on 22 October 2009 1 set annual fixed remuneration for the Board of Directors as<br />

a whole at EUR 1,772.7 thousand as consideration for the number of Directors at the date of approval (thirteen). As per the<br />

resolutions of that same <strong>Annual</strong> General Meeting, if the number of Board members were to increase or decrease, the fixed and overall<br />

annual amount is to be adjusted accordingly based on the period of Board membership of the incoming or outgoing members.<br />

Likewise, the shareholders at the <strong>Annual</strong> General Meeting also decided that, for financial years after 2009, this amount would be<br />

automatically reviewed in accordance with the changes in the Consumer Price Index.<br />

In accordance with these resolutions ( 2 ) the fixed annual amount for 2011 totalled EUR 1,698.9 thousand for the twelve members of<br />

the Board of Directors.<br />

33.3.- Board of Directors remuneration items<br />

Pursuant to Article 57 of the bylaws, each year the Board of Directors must distribute among its members the overall annual amount<br />

set by the <strong>Annual</strong> General Meeting, comprising the following items:<br />

(i) A fixed emolument, set at a gross annual amount of EUR 420 thousand for the twelve members of the Board of Directors at<br />

the end of 2011. This total did not change with respect to 2010.<br />

(ii) Fees for actual attendance at meetings of the Board of Directors and its committees or advisory bodies.<br />

Attendance fees for 2011 amounted to EUR 618 thousand.<br />

1 "Under the name of Cintra Concesiones de Infraestructuras de Transporte, S.A."<br />

2 "The year-on-year increase in the Consumer Price Index (CPI) in December 2010 was 3%, the percentage that was applied to the automatic revision<br />

of the remuneration of the Board of Directors."<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 88


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

(iii) And the lower of the following amounts: (a) the amount remaining, after deducting the preceding two items, to reach the<br />

overall total amount determined by the shareholders at the <strong>Annual</strong> General Meeting; and (b) a sum equal to 0.5% of the<br />

consolidated profit for the year attributable to the Company.<br />

For 2011, since the figure of 0.5% of consolidated profit for the year attributable to the Company was higher, the remainder<br />

described in letter (a), i.e., the gross sum of EUR 660.9 thousand is to be distributed. The resulting amount is distributed by<br />

dividing it into 14, applying the following factors in the allocation of individual amounts to the ratio: Chairman of the Board: *2;<br />

First Deputy-Chairman: *1.75; Second Deputy-Chairman: *1.25 and the other Board members: *1.<br />

Pursuant to the resolutions of the Board of Directors, the amount earned for this third item must be invested in shares of the<br />

Company. The acquisition of shares, in a single transaction, shall take place at the first trading session following the deadline set<br />

by the Spanish National Securities Market Commission (CNMV) to send the periodic financial information once the <strong>Annual</strong> General<br />

Meeting approving these financial statements for the year has been held. The shares acquired can only be divested by the<br />

interested party once three full years have elapsed after the year of acquisition.<br />

33.4.- Individual bylaw-stipulated emoluments of the members of the Board of Directors<br />

The table below shows the itemised bylaw-stipulated emoluments of the members of the Board of Directors earned in 2011.<br />

DIRECTOR (a)<br />

Fixed<br />

remuneration<br />

Attendance<br />

fees<br />

(b)<br />

(Amounts in thousands of euros)<br />

2011 2010<br />

Remainder/<br />

variable<br />

Attendance<br />

remuneration<br />

Fixed fees<br />

(c) Total remuneration (b)<br />

Remainder/<br />

variable<br />

remuneration<br />

(c)<br />

Total<br />

Rafael del Pino y Calvo-Sotelo 35.0 98.0 94.4 227.4 35.0 106.0 87.6 228.6<br />

Santiago Bergareche Busquet 35.0 48.5 82.6 166.1 35.0 57.0 76.7 168.7<br />

Joaquín Ayuso García 35.0 53.0 59.0 147.0 35.0 53.0 54.8 142.8<br />

Iñigo Meirás Amusco 35.0 49.0 47.2 131.2 35.0 53.0 43.8 131.8<br />

Jaime Carvajal Urquijo 35.0 49.5 47.2 131.7 35.0 65.0 43.8 143.8<br />

Portman Baela, S.L. 35.0 39.0 47.2 121.2 35.0 35.0<br />

43.8<br />

113.8<br />

Juan Arena de la Mora 35.0 44.5 47.2 126.7 35.0 44.0<br />

43.8<br />

122.8<br />

Gabriele Burgio 35.0 52.5 47.2 134.7 35.0 39.5<br />

43.8<br />

118.3<br />

María del Pino y Calvo-Sotelo 35.0 51.0 47.2 133.2 35.0 51.0<br />

43.8<br />

129.8<br />

Santiago Fernández Valbuena 35.0 51.0 47.2 133.2 35.0 51.0<br />

43.8<br />

129.8<br />

José Fernando Sánchez-Junco Mans 35.0 49.0 47.2 131.2 35.0 37.0<br />

43.8<br />

115.8<br />

Karlovy S.L. (since 25/03/10) 35.0 33.0 47.2 115.2 26.9 24.0<br />

33.9<br />

84.8<br />

Santiago Eguidazu Mayor (until<br />

30/09/10) (-) (-) (-) (-) 26.2 31.0<br />

32.8<br />

90.0<br />

TOTAL 420.0 618.0 660.9 1,698.9 438.2 646.5 636.3 1,721.0<br />

(a) Period in office. Full year, unless otherwise stated.<br />

(b) The amounts per meeting are the same in 2011 and 2010: Board of Directors: EUR 3,000/meeting; Executive Committee: EUR<br />

2,000/meeting; Audit and Control Committee: EUR 2,000/meeting; Nomination and Remuneration Committee: EUR 1,500/meeting.<br />

The amount of the attendance fees earned by the chairman of all these bodies are twice the sums indicated.<br />

(c) Pursuant to the resolutions of the Board of Directors, this amount must be invested in the Company's shares.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 89


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

33.5.- Individual remuneration of the Executive Directors<br />

The executive directors, of whom there were three in 2011, earned the following remuneration, irrespective of attendance fees and<br />

bylaw-stipulated emoluments payable to them as directors:<br />

(Thousands of euros)<br />

2011 2010<br />

Fixed remuneration 3,000 2,900<br />

Variable remuneration 3,925 3,875<br />

Exercise of share options and/or other financial instruments<br />

[see description]<br />

285.7 (-)<br />

EXECUTIVE DIRECTORS<br />

2011 (*)<br />

Thousands of euros<br />

Fixed<br />

remuneration<br />

Variable<br />

remuneration<br />

Relating to<br />

boards of<br />

other<br />

subsidiaries<br />

Exercise of<br />

share<br />

options<br />

Total<br />

Rafael del Pino y Calvo-Sotelo 1,150.00 1,679.02 0.00 0.00 2,829.02<br />

Joaquín Ayuso García 900.00 702.05 51.98 285.67 1,939.70<br />

Iñigo Meirás Amusco 950.00 1,543.82 0.00 0.00 2,493.82<br />

TOTAL 3,000.00 3,924.89 51.98 285.67 7,262.54<br />

(*) amounts in thousands of euros<br />

COMPENSATION IN KIND<br />

(Thousands of euros)<br />

2011 Life<br />

insurance<br />

premiums<br />

Rafael del Pino y Calvo-Sotelo 4.06<br />

Joaquín Ayuso García 5.32<br />

Iñigo Meirás Amusco 2.58<br />

TOTAL 11.96<br />

LONG-TERM INCENTIVES<br />

Situation of share option plans at 31/12/11<br />

Share options<br />

No. of<br />

equivalent<br />

shares<br />

Exercise price<br />

(euros)<br />

% of share<br />

capital<br />

Rafael del Pino y Calvo-Sotelo 2004 Plan 1,200,000 1,200,000 8.41 0.164<br />

2006 Plan 786,400 786,400 16.48 0.107<br />

2008 Plan 1,179,600 1,179,600 12.12 0.161<br />

Joaquín Ayuso García 2004 Plan 740,000 740,000 8.41 0.101<br />

2006 Plan 786,400 786,400 16.48 0.107<br />

2008 Plan 1,179,600 1,179,600 12.12 0.161<br />

Íñigo Meirás Amusco 2004 Plan 480,000 480,000 8.41 0.065<br />

2006 Plan 400,000 400,000 16.48 0.055<br />

2008 Plan 660,000 660,000 12.12 0.09<br />

The general features of the share option plans are detailed in Note 34 on the Share Option Remuneration Plan.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 90


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

2010 PERFORMANCE-RELATED<br />

SHARE OPTION PLAN<br />

Rafael del Pino y Calvo-Sotelo<br />

Joaquín Ayuso García<br />

Íñigo Meirás Amusco<br />

Units<br />

No. of voting<br />

rights<br />

% of voting<br />

power<br />

2010<br />

Allocation 150,000 150,000 0.020%<br />

2011<br />

Allocation 132,000 132,000 0.018%<br />

2010<br />

Allocation 50,000 50,000 0.007%<br />

2011<br />

Allocation (-) (-) (-)<br />

2010<br />

Allocation 150,000 150,000 0.020%<br />

2011<br />

Allocation 132,000 132,000 0.018%<br />

The main features of the performance-based share plan which resulted in the allocation of the units indicated to the<br />

Executive Directors are described in Note 34.<br />

33.6.- Remuneration of the members of the Board of Directors due to membership of other managing bodies of Group<br />

companies or associates<br />

The executive and non-executive directors of <strong>Ferrovial</strong> S.A., who are in turn members of the managing bodies of other Group<br />

companies or associates, earned EUR 52.0 thousand in this respect in 2011 (EUR 51.5 thousand in 2010).<br />

33.7.- Pension funds and plans or life insurance premiums<br />

As in 2010, no contributions were made in 2011 to pension plans or funds for former or current members of the Company’s Board of<br />

Directors. No such obligations were incurred during the year.<br />

As regards life insurance premiums, the Company has insurance policies covering death, for which premiums totalled EUR 12.0<br />

thousand in 2011 (EUR 14.8 thousand in 2010), of which the executive members are beneficiaries.<br />

No contributions were made and no obligations were incurred in respect of pension funds or plans for the directors of <strong>Ferrovial</strong>, S.A.<br />

who are members of other boards of directors and/or senior executives of Group companies or associates. No life insurance premiums<br />

were paid in this regard. The situation has not changed since 2010.<br />

33.8.- Advances and loans<br />

At 31 December 2011, no advances or loans had been granted by the Company to the directors of the Company or to the members of<br />

other boards of directors and/or senior executives of Group companies or associates.<br />

33.9.- Remuneration of senior executives<br />

The joint remuneration earned by the Company’s senior executives in 2011 was as follows:<br />

(Thousands of Euros)<br />

2011 2010<br />

Fixed remuneration 4,305.6 3,917.8<br />

Variable remuneration 4,508.3 4,087.6<br />

Exercise of share options and/or other<br />

financial instruments (Note 34)<br />

573.7 (-)<br />

Remuneration as members of managing<br />

bodies of other Group companies, jointly<br />

controlled entities or associates<br />

Contributions to pension funds or plans, or<br />

similar obligations<br />

18.8 1<br />

(-) (-)<br />

Insurance premiums 15.0 20.9<br />

No loans were granted to the senior executives.<br />

The aforementioned remuneration corresponds to the following posts:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 91


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

General Secretary<br />

Chief Financial Officer<br />

General Director of HR<br />

General Director of Construction<br />

General Director of Real Estate<br />

General Director of Services<br />

General Director of Airports<br />

General Director of Toll Roads<br />

Director General of Information Systems<br />

Director of Internal Audit<br />

Director of Communications and Corporate Responsibility<br />

Director of Corporate Strategy (since 01/04/11)<br />

This does not include remuneration for senior executives who were also executive directors, which was addressed previously.<br />

33.10.- Relationship between remuneration obtained and profit/loss of the Company<br />

Based on the best remuneration practices of the directors and senior executives, a portion of the <strong>Ferrovial</strong> directors' remuneration is<br />

linked to the consolidated profit attributable to the Company for 2011. Similarly, the variable remuneration of the executive directors<br />

and senior executives of the Company is linked to various profit- and return-metrics in the corporate and business divisions.<br />

<strong>Ferrovial</strong>'s variable remuneration scheme is therefore linked closely to the Company's performance metrics.<br />

As a result of the consolidated profit attributable to the Company of EUR 1,268,965.7 thousand earned in 2011, the members of the<br />

Board of Directors received variable remuneration of EUR 661.0 thousand.<br />

Having achieved the objectives for profit and return established at the beginning of 2011, the members of the Board of Directors<br />

received total variable remuneration of EUR 3,924.89 thousand for the performance of their executive duties.<br />

33.11.- Other disclosures on remuneration<br />

The agreements between the Company and senior executives, including two executive directors, specifically provide for the right to<br />

receive the indemnities referred to in Article 56 of the Workers’ Statute in the event of unjustified dismissal.<br />

In addition, in order to encourage loyalty and long-service, deferred remuneration was recognised for eleven senior executives,<br />

including two executive directors. The deferred remuneration consists of extraordinary remuneration that will only be paid when<br />

certain of the following circumstances occur:<br />

- Removal of the senior executive by mutual agreement or upon reaching a certain age.<br />

- Unjustified dismissal or abandonment of the company at the discretion of the latter without any justification for dismissal,<br />

prior to the senior executive reaching the age initially agreed upon, if the aforementioned amount exceeded that resulting<br />

from applying the Workers' Statute.<br />

- The death or disability of the senior executive.<br />

To cover this incentive, each year, the Company contributes to a group savings insurance policy, of which the Company is both policyholder<br />

and beneficiary. These contributions are quantified on the basis of a certain percentage of the total monetary remuneration of<br />

each senior executive. The amount of the contributions made in 2011 was EUR 2,653.7 thousand (2010: EUR 2,528.2 thousand).<br />

In addition, it should be noted that individuals are occasionally hired to hold executive positions, mainly abroad, in areas unrelated to<br />

senior management. The contracts of these individuals included certain clauses that provide for unjustified dismissal.<br />

Lastly, it should be noted that the contracts of two senior executives stipulate additional rights in their favour, including prior-notice<br />

obligations incumbent upon the Company in the event of unjustified dismissal.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 92


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

34. Share Based Payment<br />

A) SHARE OPTION PLANS<br />

The features of the <strong>Ferrovial</strong> share option plans at the date of preparation of these consolidated financial statements are as follows:<br />

No. of<br />

shares<br />

granted<br />

Exercise<br />

price<br />

(euros)<br />

Share options plan<br />

Senior executives, <strong>Ferrovial</strong> /April 2004 6.332.000 8.413<br />

Directors, Amey-Cespa /June 2004 520.000 8.510<br />

Directors, <strong>Ferrovial</strong> /October 2005 6.425.440 15.885<br />

Directors, Cintra /October 2005 374.560 15.885<br />

Directors, Cintra /October 2005 940.625 8.980<br />

Senior executives, <strong>Ferrovial</strong> / May 2006 3.592.000 16.480<br />

Senior executives, Cintra /November 2006 67.720 10.540<br />

Senior executives, Cintra /July 2007 94.178 10.9-11.9<br />

Directors, <strong>Ferrovial</strong> /November 2007 8.000.000 14.990<br />

Directors, Cintra /November 2007 871.175 10.720<br />

Senior executives, <strong>Ferrovial</strong> /April 2008 6.091.200 12.585<br />

Senior executives, Cintra /April 2008 256.562 9.090<br />

Increases in plans to <strong>Ferrovial</strong> directors 1.207.200 7.240-18.383<br />

All share option plans have a three-year vesting period as from the grant date followed by a three- to five-year exercise period,<br />

provided certain minimum returns on consolidated equity are obtained by the <strong>Ferrovial</strong> Group.<br />

The detail of the changes in the Company's share option plans in 2011 and 2010 is as follows:<br />

No new plans were granted in 2011.<br />

2011 2010<br />

Number of options at beginning of the year 30,496,105 32,669,791<br />

Plans granted - -<br />

Options surrendered -1,276,762 -1,638,190<br />

Options exercised -3,685,380 -535,496<br />

Number of options at end of the year 25,533,963 30,496,105<br />

Equity swaps were arranged by <strong>Ferrovial</strong> at the grant date in order to hedge against possible losses resulting from the exercise of share<br />

options. These swaps ensure that <strong>Ferrovial</strong> will collect an amount equal to the rise in the share price when the options are executed by<br />

employees.<br />

Under the equity swap, the bank undertakes to pay <strong>Ferrovial</strong> cash amounts equal to the return on <strong>Ferrovial</strong>’s shares, in return for a<br />

payment by <strong>Ferrovial</strong>. The main features of the equity swaps are as follows:<br />

<br />

<br />

<br />

<br />

The number of shares used to calculate the returns is equal to the number of options granted under each plan.<br />

The share price used to calculate returns coincides with the exercise price employed to calculate the increase in the share’s value.<br />

<strong>Ferrovial</strong> will pay a return to the bank calculated by applying EURIBOR plus a margin to the result of multiplying the number of<br />

shares by the exercise price.<br />

The bank will pay <strong>Ferrovial</strong> an amount equal to all the dividends generated by those shares.<br />

<strong>Ferrovial</strong> may opt to partially or totally terminate the swap, in which case:<br />

a. If the share price is below the exercise price at which the swap was granted, <strong>Ferrovial</strong> must pay the difference to the<br />

bank.<br />

b. If the share price is above the exercise price, <strong>Ferrovial</strong> will receive the difference between the two amounts.<br />

The aforementioned swaps, which are considered to be derivatives for accounting purposes, are recognised using the general<br />

recognition criteria for this type of financial product. In 2011 a gain was recognised on these swaps as explained in Note 12.<br />

Amounts received in the form of dividends generated by the shares and paid in the form of returns to the bank in question, under the<br />

equity swaps described above totalled EUR 15 million (EUR 14 million in 2010) and EUR 9 million (EUR 7 million in 2010), respectively.<br />

The staff costs recognised at <strong>Ferrovial</strong> relating to these remuneration schemes amounted to EUR 1 million due to the derecognition of<br />

staff costs incurred in prior years for options that were surrendered by the beneficiaries (EUR 11 million in 2010).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 93


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

B) Performance-based share option plan<br />

On 17 December 2009, the Board of Directors approved a remuneration plan consisting of deliveries of shares of <strong>Ferrovial</strong>, S.A. The<br />

total number of shares that may be granted annually under this plan may not exceed 2,420,000 or 0.33% of <strong>Ferrovial</strong>, S.A.’s share<br />

capital.<br />

The plan consists of the allocation to beneficiaries of a number of units that will serve as a basis in order to determine the final number<br />

of shares that they will be able to receive as a result of their participation in the plan.<br />

The plan duration is three years and units will be assigned on an annual basis in 2010, 2011 and <strong>2012</strong>. The shares will be delivered, as<br />

the case may be, in the year of the third anniversary of the allocation of the corresponding units.<br />

Delivery is conditional upon at least three years’ service at the Company (barring special circumstances), subject to the achievement<br />

during this period of ratios based partly on activity cash flows and partly on EBITDA as a percentage of net productive assets.<br />

The plan is aimed at managers, members of the Board of Directors of <strong>Ferrovial</strong>, S.A. who discharge executive duties and senior<br />

executives reporting directly to the Board or its delegated bodies. The application of this programme to senior executives was<br />

authorised by the <strong>Annual</strong> General Meeting held on 29 June 2010.<br />

The changes in the aforementioned remuneration schemes in 2011 and 2010 are summarised as follows:<br />

2011 2010<br />

Number of shares at beginning of the year 2,302,300 0<br />

Plans granted 2,050,478 2,302,300<br />

Options surrendered -168,134 -<br />

Options exercised -67,044 -<br />

Number of shares at end of the year 4,117,600 2,302,300<br />

This plan has a duration of three years and awards will be made on an annual basis under this plan. The main requirements<br />

established for delivery of shares to the employees under the plan include the following:<br />

<br />

<br />

<br />

Service at the Company for three years from the date of execution barring certain exceptional causes.<br />

Achievement of ratios based on cash flows from operating activities and the ratio between EBITDA and net productive assets<br />

during that period.<br />

Every year a calculation is made of the levels that those ratios must reach during the award period for beneficiaries to be<br />

entitled to delivery of all of the shares or a proportional amount thereof.<br />

The staff costs at <strong>Ferrovial</strong> for these remuneration schemes amounted to EUR 8 million in 2011 (EUR 3 million in 2010).<br />

35. Information on transactions with related parties<br />

Approval of transactions<br />

In accordance with the Board of Directors Regulations, all professional or commercial transactions involving <strong>Ferrovial</strong>, S.A. or its<br />

subsidiaries and the persons referred to below require the authorisation of the Board of Directors, subject to a report from the Audit<br />

and Control Committee. In the case of ordinary transactions involving <strong>Ferrovial</strong>, S.A. the general approval of the Board of Directors will<br />

suffice. This authorisation is not necessary, however, for transactions that simultaneously fulfil the following three conditions:<br />

1. Performed under contracts containing standard terms and conditions and applied en masse to numerous customers.<br />

2. Effected at prices or rates established on a general basis by the party acting as the supplier of the good or service in question.<br />

3. Amount does not exceed 1% of the Company’s annual income.<br />

The following persons are subject to these rules:<br />

- Directors of <strong>Ferrovial</strong>, S.A. The person requesting authorisation must vacate the meeting room while the Board deliberates<br />

and votes and may not exercise or delegate his or her voting rights.<br />

- Controlling shareholders.<br />

- Natural persons representing directors that are legal persons.<br />

- Senior executives.<br />

- Other managers designated individually by the Board of Directors.<br />

- Persons related to the persons listed above, as defined in the Board of Directors Regulations.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 94


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Related party transactions<br />

The most significant arm’s length transactions with related parties carried out in 2011 in the ordinary course of the Company’s and the<br />

Group’s business are analysed below.<br />

The Company provides this information in compliance with the definitions and criteria set forth in Ministry of Economy and Finance<br />

Order EHA/3050/2004 of 15 September, and in CNMV Circular 1/2008, of 30 January.<br />

Where the profit or loss from a transaction cannot be stated, as it pertains to the entity or individual supplying the related good or<br />

service, the transaction has been marked with an asterisk (*).<br />

Significant shareholders<br />

The following table contains a breakdown of the most significant transactions carried out in 2011 with significant shareholders, with<br />

members of the “controlling family group” (except for the natural persons who are in turn the Company's directors, included in the<br />

following section) or entities related through shareholdings to persons from the “controlling family group” (1):<br />

Name/<br />

Company<br />

name<br />

Members of<br />

“controlling<br />

family group” /<br />

their related<br />

entities<br />

<strong>Ferrovial</strong><br />

Group<br />

company<br />

<strong>Ferrovial</strong><br />

Agromán, S.A.<br />

/ subsidiaries<br />

Nature of<br />

transaction<br />

Type of transaction<br />

Amount<br />

2011 2010<br />

Profit<br />

or<br />

Loss<br />

Balance<br />

Amount<br />

Profit<br />

or<br />

Loss<br />

Balance<br />

Commercial Construction work 423 38 0 1,998 167 0<br />

<strong>Ferrovial</strong><br />

Servicios, S.A.<br />

/ subsidiaries<br />

<strong>Ferrovial</strong><br />

Conservación,<br />

S.A.<br />

<strong>Ferrovial</strong><br />

Servicios, S.A.<br />

/ subsidiaries<br />

Commercial<br />

Commercial<br />

Commercial<br />

Integrated management of<br />

services at Madrid offices<br />

Lease to <strong>Ferrovial</strong> of offices in<br />

Madrid owned by<br />

shareholders<br />

Integrated management of<br />

services at Madrid offices<br />

434 127 145 423 106 114<br />

136 (*) 0 186 (*) 11<br />

84 2 0 152 20 0<br />

(1) In accordance with the “Notification of Voting Rights" form submitted to the Spanish National Securities Market Commission<br />

(CNMV) and the Company on 1 July 2011, the "concerted family group" formed by María, Rafael, Joaquín, Leopoldo and Fernando del<br />

Pino y Calvo-Sotelo indirectly controls, through Karlovy, S.L., the majority of the share capital of Portman Baela, S.L., which owned at<br />

the date a 44.269% of <strong>Ferrovial</strong>, S.A. Based on this notification, the sum of the direct and indirect ownership interests of all the<br />

members of the official group, i.e., María, Rafael, Joaquín, Leopoldo and Fernando del Pino y Calvo-Sotelo, and Karlovy, S.L. and<br />

Portman Baela, S.L. amounted to 334,302,007 shares, representing 45.576% of the share capital of <strong>Ferrovial</strong>.<br />

(*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service.<br />

Transactions with directors and senior executives<br />

The transactions performed with the Company’s directors, representatives of directors and senior executives in 2011 are described<br />

below. Also shown are transactions performed with Banesto, NH Hoteles, Ericsson, Asea Brown Bovery, Cepsa, Aviva, Almirall,<br />

Universidad de Deusto, ESADE, Holcim, Telefónica, Meliá Hotels, Maxam and Bimarán in accordance with Section Two of Ministry of<br />

Economy and Finance Order EHA/3050/2004, as certain of the Company's directors are or were at some time in 2011 directors or<br />

senior executives of those companies:<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 95


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Name/<br />

Company<br />

name<br />

Rafael del Pino y<br />

Calvo-Sotelo<br />

Ericsson<br />

Almirall<br />

Laboratorios<br />

Universidad de<br />

Deusto<br />

Aviva<br />

Maxam Europe<br />

and Group<br />

companies<br />

Banesto<br />

NH Hoteles and<br />

subsidiaries<br />

Cepsa<br />

<strong>Ferrovial</strong><br />

Group<br />

company<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Agromán /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Agromán /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

Nature of<br />

transaction Type of transaction Amount<br />

Commercial<br />

”<br />

Commercial<br />

Commercial<br />

”<br />

Commercial<br />

”<br />

Maintenance and cleaning<br />

services<br />

Provision of integrated<br />

service management<br />

Provision of waste<br />

collection services<br />

Provision of maintenance<br />

services<br />

Arrangement of insurance<br />

policies<br />

Receipt of supplies of<br />

explosives and detonators<br />

Payment of bank<br />

commissions and fees and<br />

settlements arising from<br />

derivative instrument<br />

transactions<br />

(Thousands of Euros)<br />

2011 2010<br />

Profit or<br />

Loss Balance Amount<br />

Profit or<br />

Loss<br />

Balance<br />

61 7 1 28 6 0<br />

104 30 38 126 34 45<br />

122 10 20 (-) (-) (-)<br />

168 31 56 (-) (-) (-)<br />

2,653 (*) 0 2,528 (*) 0<br />

104 (*) -100 96 (*) 0<br />

11,254 (*) 0 5,593 (*) 0<br />

“ Payment of interest 2,171 2,171 0 1,600 1,600 0<br />

“ Payment of interest 12,179 (*) 0 12,701 (*) 0<br />

“<br />

“<br />

“<br />

“<br />

Commercial<br />

Balance drawn down<br />

against guarantee<br />

facilities<br />

Balance drawn down<br />

against reverse factoring<br />

and documentary credit<br />

facilities<br />

Balance drawn down<br />

against credit facilities<br />

Payment for cleaning and<br />

maintenance services<br />

Hotel services provided by<br />

NH Hoteles and its group<br />

companies<br />

256,400 (*) -256,400 256,800 (*) -256,800<br />

28,400 (*) -28,400 45,200 (*) -45,200<br />

302,900 (*) 302,900<br />

341,900<br />

(*) -341,900<br />

0 (*) 70 23 1 77<br />

1 (*) 0 2 (*) -2<br />

Commercial Construction work 227 15 20 1,443 58 501<br />

Commercial Receipt of fuel supplies 16,160 (*) -1,525 9,102 (*) -689<br />

Commercial<br />

Provision of maintenance<br />

services<br />

53 6 8 29 5 29<br />

(*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 96


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Name/<br />

Company<br />

name<br />

Everis and group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

company<br />

(Thousands of euros)<br />

2011 2010<br />

Nature of<br />

transaction Type of transaction Amount<br />

Profit or<br />

Loss Balance Amount<br />

Profit or<br />

Loss Balance<br />

ESADE Corporate Commercial<br />

Receipt of training<br />

services<br />

222 (*) 0 (-) (-) (-)<br />

Cintra Commercial<br />

Receipt of advertising<br />

services<br />

5 (*) 0 329 (*) -53<br />

Asea Brown<br />

Bovery<br />

Telefónica<br />

Meliá Hotels and<br />

group<br />

companies<br />

Bimarán and<br />

group<br />

companies<br />

Empark and<br />

group<br />

companies<br />

Corporate<br />

<strong>Ferrovial</strong><br />

Agromán,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Agromán,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

<strong>Ferrovial</strong><br />

Agromán /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

Cintra<br />

<strong>Ferrovial</strong><br />

Agromán,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Agromán,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Agromán,<br />

S.A. /<br />

subsidiaries<br />

Commercial<br />

Commercial<br />

Commercial<br />

Commercial<br />

Commercial<br />

Commercial<br />

Receipt of IT-project<br />

services<br />

Receipt of equipment<br />

repair and maintenance<br />

services<br />

Receipt of waste<br />

collection services<br />

Receipt of<br />

telecommunications<br />

services<br />

Receipt of hotel and<br />

catering services<br />

Provision of maintenance<br />

services<br />

198 (*) -80 (-) (-) (-)<br />

8 (*) 0 127 (*) -3<br />

19 2 8 33 3 19<br />

12,309 (*) 1,733 8,060 (*) 361<br />

43 (*) -1 50 (*) 9<br />

9 0 9 (-) (-) (-)<br />

Commercial Construction work 1,439 89 0 10,537 420 495<br />

Commercial<br />

Commercial<br />

Commercial<br />

Commercial<br />

Provision of waste<br />

collection services<br />

Receipt of parking-space<br />

rental services<br />

Provision of maintenance<br />

services<br />

Rebilling of expenses,<br />

trade receivable balances<br />

and inventories yet to be<br />

sold<br />

21 2 5 11 1 3<br />

19 (*) -106 315 (*) -130<br />

21 4 21 89 14 60<br />

17 (*) 3,094<br />

Commercial Provision of services 108<br />

Commercial Construction work 847 55 336<br />

Commercial Collection of withholdings (-) (-) (-) 413 0 0<br />

(*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 97


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

Name/<br />

Company<br />

name<br />

Acerinox<br />

Dornier<br />

Holcim<br />

Banco Pastor<br />

<strong>Ferrovial</strong><br />

Group<br />

company<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Servicios,<br />

S.A. /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Agromán /<br />

subsidiaries<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

<strong>Ferrovial</strong><br />

Group<br />

companies<br />

Nature of<br />

transaction Type of transaction Amount<br />

Commercial<br />

Commercial<br />

Commercial<br />

Provision of waste<br />

collection services<br />

Provision of maintenance<br />

services<br />

Provision of maintenance<br />

services<br />

(Thousands of Euros)<br />

2011 2010<br />

Profit or<br />

Loss Balance Amount<br />

Profit or<br />

Loss<br />

Balance<br />

7 1 1 (-) (-) (-)<br />

41 0 2 (-) (-) (-)<br />

4 2 2 (-) (-) (-)<br />

Commercial Purchase of cement 1 (*) 0 (-) (-) (-)<br />

Commercial<br />

Commercial<br />

Balance drawn down<br />

against credit facilities<br />

Financing agreements<br />

Guarantee<br />

16,300 (*) -16,300 6,800 (*) -6,800<br />

350 (*) -350 (-) (-) (-)<br />

Commercial Payment of interest 30 30 0 (-) (-) (-)<br />

Commercial Payment of interest 163 (*) 0 105 (*) 0<br />

Commercial<br />

Commercial<br />

Balance drawn down<br />

against guarantee<br />

facilities<br />

Payment of bank<br />

commissions and fees<br />

400 (*) -400 400 (*) -400<br />

167 (*) 0 11 (*) 0<br />

(*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service.<br />

Lastly, in addition to the aforementioned transactions, nine arm’s length transactions were performed in 2011 with members of the<br />

controlling family group or entities related to them, directors and senior executives, directly or through related persons, for an overall<br />

total of EUR 44 thousand (EUR 21 thousand in 2010), comprising collections for/performance of minor construction work in private<br />

residences or corporate headquarters; provision of fitting, repair and maintenance services at facilities; provision of waste collection<br />

and integrated management services; and sundry services received, all for a limited duration and amount. Where companies of<br />

<strong>Ferrovial</strong> acted as service providers, the profit obtained totalled EUR 3 thousand (EUR 1 thousand in 2010) and the balance was EUR<br />

17 thousand (EUR 0 in 2010).<br />

The information on remuneration and loans relating to directors and senior executives may be consulted in the section “Remuneration<br />

of Directors and Senior Executives".<br />

Intra-Group transactions<br />

Set out below is information on transactions between <strong>Ferrovial</strong> companies which, since they form part of their ordinary businesses as<br />

regards purpose and conditions, were not eliminated on consolidation for the following reason:<br />

As explained in detail in Note 3.2-d., the balances and transactions relating to construction work performed by the Construction<br />

Division for infrastructure concession operators are not eliminated on consolidation since, at consolidated level, contracts of this type<br />

are classed as construction contracts in which, during the performance of the contract, the work is deemed to be performed for third<br />

parties, as the ultimate owner of the work is the grantor both from a financial and legal viewpoint.<br />

In 2011 <strong>Ferrovial</strong>’s Construction Division billed those companies for EUR 668,368 thousand (EUR 711,800 thousand in 2010) for work<br />

performed and related advance payments and, in this respect, recognised sales totalling EUR 664,820 thousand (EUR 581,600<br />

thousand in 2010).<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 98


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

In 2011 the profit from these transactions attributable to <strong>Ferrovial</strong>’s holdings in the concession operators in question and not<br />

eliminated on consolidation, net of taxes and non-controlling interests, was EUR 32,148 thousand in 2011 (EUR 25,064 thousand in<br />

2010).<br />

36. Directors’ ownership interests in and positions or functions at companies engaging in an activity that is identical,<br />

similar or complementary to the company object of <strong>Ferrovial</strong><br />

Article 229 of the Spanish Limited Liability Companies Law requires the directors to notify the Company of the following information:<br />

- Conflicts of interest that they may have with the Company.<br />

- Any ownership interests they may have in the share capital of a company engaging in any activity that is identical, similar or<br />

complementary to the Company’s object.<br />

- Positions held or functions discharged at such companies.<br />

In accordance with paragraph 3 of the aforementioned Article 229, this information is to be included in the notes to the financial<br />

statements. Furthermore, Article 230 establishes that directors may not engage, as independent professionals or as employees, in<br />

activities that are identical, similar or complementary to the activity that constitutes the Company’s object, except in the event of<br />

receiving express authorisation to do so from the Company, through a resolution by the <strong>Annual</strong> General Meeting, which shall require<br />

notice to be given as required under Article 229.<br />

The following information was provided to the Company by the members of the Board of <strong>Ferrovial</strong> S.A. in 2011:<br />

Conflicts of interest:<br />

No conflicts of interest have been disclosed.<br />

Ownership interests in the share capital:<br />

The directors do not have any ownership interests in the share capital as provided for in Article 229 of the Spanish Limited Liability<br />

Companies Law.<br />

Positions or functions:<br />

For information purpose, the directorships held at the Group's subsidiaries are as follows:<br />

<br />

<br />

Joaquín Ayuso García: Chairman of <strong>Ferrovial</strong> Agroman, S.A., Autopista Alcalá O’Donell, S.A., Autopista del Sol, S.A.,<br />

Autopista Madrid Levante Concesionaria Española, S.A. and Inversora de Autopistas de Levante, S.L., and director of<br />

Inversora de Autopistas del Sur, S.L. and Autopista Madrid Sur Concesionaria Española, S.A.<br />

Iñigo Meirás Amusco: Chairman of <strong>Ferrovial</strong> Aeropuertos S.A., Cintra Infraestructuras S.A., <strong>Ferrovial</strong> Servicios S.A. and<br />

<strong>Ferrovial</strong> Fisa S.L., and Chairman and CEO of Finecofer S.L., and director of <strong>Ferrovial</strong> Agromán S.A. and <strong>Ferrovial</strong> Qatar<br />

LLC.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 99


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

37. Auditor´s Fees<br />

Pursuant to Spanish Audit Law 12/2010, of 30 June, all fees for the audit of the 2011 and 2010 financial statements by the auditors of<br />

<strong>Ferrovial</strong> S.A. and all its subsidiaries, both in Spain and abroad, are disclosed herein. These fees include those for statutory audit<br />

services, audit-related services and other attest engagements that must be performed by the Company's auditor and relate mainly to<br />

tax services. A breakdown of the fees billed for those years to all <strong>Ferrovial</strong>’s subsidiaries for services other than audit services is also<br />

provided. The 2010 fees for audit and other non-audit services were restated, excluding those relating to the BAA Group, since its loss<br />

was classified under discontinued operations in the income statement.<br />

Millions of euros<br />

2011 2010<br />

Fees for audit services 3.2 4.1<br />

Principal auditor 2.6 3.2<br />

Audit services 2.2 2.6<br />

Audit-related services 0.2 0.2<br />

Other attest services 0.2 0.3<br />

Other auditors 0.6 0.9<br />

Audit services 0.6 0.9<br />

Audit-related services 0.0 0.0<br />

Other attest services 0.0 0.0<br />

Other services 1.0 0.8<br />

Principal auditor 1.0 0.8<br />

Other auditors 0.0 0.0<br />

38. Events after the reporting period<br />

On 18 January, the maturity date of the financing of EUR 548 million granted to Inversora de Autopistas del Sur, S.L. for the R-4 toll<br />

road discussed in Note 20 was extended to 27 February <strong>2012</strong>. At present, this company is in the process of refinancing the<br />

aforementioned financing with the lending banks. This financing originally matured in January 2011, following which the maturity date<br />

was extended throughout 2011, firstly to July 2011 and, subsequently, to 18 January and 27 February <strong>2012</strong> in order to find a solution<br />

to the problems relating to the imbalance, as mentioned in the contingent liabilities section of Note 24.<br />

As a result of the evolution of the expropriation processes and the ongoing fall in traffic in this project, it was not possible to refinance<br />

the debt for this project (see Note 24), having reached successive agreements on the maturity date of the debt, which was firstly<br />

extended to November 2011 and, subsequently, to 27 February <strong>2012</strong>.<br />

On 30 January <strong>2012</strong>, the Company's directors approved a plan whereby the participants of the variable remuneration scheme for 2011<br />

were paid a portion thereof through the delivery of shares of <strong>Ferrovial</strong>, S.A. This plan has been used as variable remuneration under<br />

virtually the same terms since 2004. The CNMV was officially notified of the approval of the subsequent plans on 4 February 2005, 27<br />

January 2006, 30 January 2007, 1 February 2008, 28 January 2009, 28 January 2010 and 31 January 2011.<br />

In February <strong>2012</strong> the UK Competition Appeal Tribunal dismissed the latest appeal filed by BAA against the UK Competition<br />

Commission's request to sell Stansted. BAA is currently analysing other possible alternatives.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 100


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

39. Commentaries on Appendices<br />

Appendix I<br />

Appendix I contains a list of Group companies, making a distinction between fully consolidated companies and companies accounted for using the equity method.<br />

1. Subsidiaries: fully consolidated companies<br />

Subsidiaries are presented by business segment, indicating their Parent, their auditor, the percentage of ownership held, the net cost of the ownership interest and the registered office.<br />

CORPORATE<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

<strong>Ferrovial</strong>, S.A. (a) Deloitte Spain Principe de Vergara, 135, 28002, Madrid<br />

Can-Am, S.A. (Sole-Shareholder Company) (a) <strong>Ferrovial</strong>, S.A. 100.0% 2 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

<strong>Ferrovial</strong> Inversiones, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 100.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

<strong>Ferrovial</strong> Financiera A.I.E. <strong>Ferrovial</strong>, S.A. (iii) 67.0% 903 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Betonial, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 31 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Burety, S.L. (a) <strong>Ferrovial</strong>, S.A. (i) 99.1% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Frin Gold, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Inversiones Trenza, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Promotora Ibérica de Negocios, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Remtecolex, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Sotaverd, S.A. <strong>Ferrovial</strong>, S.A. (ii) 49.0% 0 Spain Calvet, 30, 08021, Barcelona<br />

Triconitex, S.L. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 8 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

Finecofer (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 3,026 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

<strong>Ferrovial</strong> Emisiones, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

<strong>Ferrovial</strong> Corporación, S.L. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 27 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

<strong>Ferrovial</strong> Telecomunicaciones, S.A. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

UNITED KINGDOM<br />

Edmund Halley Road, Oxford OX4 4DQ<br />

Ferrocorp UK BDO <strong>Ferrovial</strong>, S.A. 100.0% 0 United Kingdom<br />

IRELAND<br />

13-17 Dawson Street, Dublin 2<br />

Alkes Reinsurance Limited Deloitte <strong>Ferrovial</strong>, S.A. 100.0% 3 Ireland<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 101


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

REAL ESTATE<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of ownership<br />

interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

Grimalinvest, S.L. (a) <strong>Ferrovial</strong>, S.A. (i) 99.5% 13 Spain Naritaweg 165, 1043 BW, Amsterdam<br />

<strong>Ferrovial</strong> FISA, S.L. (a) <strong>Ferrovial</strong>, S.A. (i) 99.0% 0 Spain Príncipe de Vergara, 135, 28002, Madrid<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of ownership<br />

interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

FERROVIAL SERVICIOS, S.A.(i) Deloitte <strong>Ferrovial</strong>, S.A. 99.9% 0 Spain Príncipe de Vergara, 135. Madrid<br />

EUROLIMP, S.A. (i) Deloitte <strong>Ferrovial</strong> Servicios, S.A. 99.0% 10 Spain Príncipe de Vergara, 135. Madrid<br />

Ferroser Infraestrutruas, S.A. (i) Deloitte <strong>Ferrovial</strong> Servicios, S.A. 100.0% 18 Spain Príncipe de Vergara, 135. Madrid<br />

Viales de Castilla y León S.A. Deloitte Ferroser Infraestructuras, S.A. 100.0% 0 Spain Polígono Industrial Hervencias, Fase 4, Parcela 2, Ávila<br />

Andaluza de Señalizaciones S.A. Deloitte Ferroser Infraestructuras, S.A. 100.0% 1 Spain San Cristóbal, 16, Antequera (Málaga)<br />

Autovía de Aragón, Sociedad Concesionaria, S.A. Deloitte Ferroser Infraestructuras, S.A. 60.0% 8 Spain Príncipe de Vergara, 135. Madrid<br />

<strong>Ferrovial</strong> Financiera A.I.E. Deloitte <strong>Ferrovial</strong> Servicios, S.A. 5.0% 15 Spain Príncipe de Vergara, 135. Madrid<br />

<strong>Ferrovial</strong> Financiera A.I.E. Deloitte<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 0.1% 0 Spain Príncipe de Vergara, 135. Madrid<br />

Compañía Española de Servicios Públicos Auxiliares,<br />

S.A.(i) Deloitte <strong>Ferrovial</strong> Servicios, S.A. 100.0% 561 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Cespa Conten, S.A. Deloitte<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 100.0% 13 Spain Henao, 20. Bilbao (Basque Country)<br />

Oñeder, S.A. Deloitte Cespa Conten, S.A. 51.6% -1 Spain Egino Berri s/n. Azkoitia (Gipuzkoa)<br />

Cespa Gestión Residuos S.A. Deloitte<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 100.0% 75 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Contenedores Reus S.A. Deloitte Cespa Gestión Residuos S.A. 75.5% 0 Spain Camí Mas de Can Blasi s/n, Partida Mas Calbó. Reus (Tarragona)<br />

Cespa Gestión Tratamientos de Residuos, S.A. Deloitte Cespa Gestión Residuos S.A. 100.0% 21 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Econenergía Can Mata AIE Deloitte Cespa Gestión Residuos S.A. 70.0% 0 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Econenergía Can Mata, A.I.E. Deloitte Cespa, S.A. 30.0% 0 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Tratamientos, Residuos y Energías Valencianas, S.A. Not auditable Cespa Gestión Residuos S.A. 55.0% 2 Spain Antonio Suarez, 48 Escalera 1, Entresuelo - Valencia<br />

Albaida Residuos, S.L. Deloitte Cespa Gestión Residuos S.A. 100.0% 2 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Técnicas Medioambientales Avanzadas, S.L. Not auditable Albaida Residuos S.L. 55.0% 0 Spain Playa de las Almadrabillas, 17 Edificio Presidente, Fase B - Almería<br />

Tratamiento de Residuos Medioambientales, S.L. Not auditable Albaida Residuos S.L. 54.9% 0 Spain Playa de las Almadrabillas, 17 Edificio Presidente, Fase B - Almería<br />

Cespa Inversiones Ambientales, S.A. Not auditable<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 60.0% 4 Spain Henao, 20. Bilbao (Basque Country)<br />

Cespa Inversiones Ambientales, S.A. Not auditable Cespa Conten, S.A. 40.0% 2 Spain Henao, 20. Bilbao (Basque Country)<br />

Cespa Jardinería, S.A. Deloitte<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 100.0% 7 Spain Henao, 20. Bilbao (Basque Country)<br />

Sitkol, S.A.(i) Not auditable<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 99.0% 5 Spain Príncipe de Vergara, 135. Madrid<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 102


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of ownership<br />

interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Emp.Mixta Almendralejo, S.A. Not auditable<br />

Ingenieria Ambiental Granadina, S.A. Deloitte<br />

Gestión Medioambiental de Toledo, S.A. Deloitte<br />

Ayora Gestión Biogas, S.L. Deloitte<br />

Ecoparc de Can Mata, S.L. Deloitte<br />

Cespa Servicios Urbanos de Murcia, S.A. Deloitte<br />

PORTUGAL<br />

Cespa Portugal, S.A.<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 51.0% 0 Spain Mérida, 4. Almendralejo (Badajoz)<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 80.0% 3 Spain Plaza de los Campos, 4 - 1ª planta 18009. Granada<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 60.0% 6 Spain Plaza de la Merced, 4. Toledo<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 80.0% 0 Spain Rosario, 6 planta 4ª Albacete<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 100.0% 11 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Compañía Española de Servicios<br />

Públicos Auxiliares, S.A. 100.0% 0 Spain Avda. Catedral 6-8. 08002-Barcelona<br />

Compañía Española de<br />

Servicios Públicos Auxiliares S.A 100.0% 12 Portugal Avda. Severiano Falçao, Lote 2. Edificio Ambiente. Prior Velho (Loures). Portugal<br />

Citrup Lda Cespa Portugal, S.A.<br />

100.0% 0 Portugal Lugar do Sendal, Freguesia de Moreira. Maia (Portugal)<br />

<strong>Ferrovial</strong> Construcoes Gestao e Manutencao, S.A. Deloitte <strong>Ferrovial</strong> Servicios, S.A. 97.5% 0 Portugal Av. 24 de Julho. 102-E Lisboa<br />

Novipav Invesstimentos SGES, S.A. Deloitte Ferroser Infraestructuras, S.A. 100.0% 1 Portugal Rua Gil Vicente, Lote 33. Quinta do Serpa. (Vialonga)<br />

Sopovico Soc. Port. Vías de Com- Cons. Infraestructuras Deloitte<br />

Novipav Invesstimentos SGES,<br />

S.A. 100.0% 19 Portugal Rua Gil Vicente, lote 33. Quinta do Serpa.<br />

UNITED KINGDOM<br />

TPI Holdings, Limited<br />

BDO LLP Amey OW, Limited 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Transportation Planning International, Limited<br />

BDO LLP TPI Holdings, Limited 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey 1321, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Airports, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Building, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Community, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Construction, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Datel Group, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Datel, Ltd. BDO LLP Amey OW Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Datel Security And Communications Ltd. BDO LLP Amey Datel Group, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Datel Technology, Ltd. BDO LLP Amey Datel Group, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Facilities Partners, Ltd. BDO LLP Comax Holdings Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Fleet Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Group Information Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Group Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Highways, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Holdings, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Information Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Insurance Company PCC, Ltd. BDO Guernsey Amey Plc. 100% 0 United Kingdom St Martin's House Le Bordage St Peter Port Guernsey GY1 4AU<br />

Amey Investments, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 103


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of ownership<br />

interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Amey IT Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey LG, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey LUL 2, Ltd. BDO LLP Amey Tube, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey LUL, Ltd. Dormant Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Mechanical & Electrical Services, Ltd. BDO LLP Amey Property, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey OW Group, Ltd. BDO LLP Amey UK Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey OW, Ltd. BDO LLP Amey OW Group, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey OWR, Ltd. BDO LLP Amey OW Group, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Plc. (c.3) BDO LLP Amey UK Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Procurement Solutions, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Programme Management, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Properties, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Property, Ltd. Dormant Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Rail, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Railtech, Ltd. Dormant Amey OW Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Railways Holding, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Roads (North Lanarkshire), Ltd. BDO LLP Amey LG Ltd. 66.667% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Technology Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Tramlink, Ltd. BDO LLP Treasurepark, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Tube, Ltd. BDO LLP JNP Ventures, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey UK Plc. BDO LLP <strong>Ferrovial</strong> Servicios, S.A. (i) 100.0% 311 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Ventures Asset Holdings, Ltd. BDO LLP Amey Investments, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Ventures, Ltd BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Ventures Management Services, Ltd. BDO LLP Amey Investments, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Wye Valley, Ltd. BDO LLP Amey LG, Ltd. 80% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Bushclose, Ltd. BDO LLP Treasurepark, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Comax Holdings, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

JNP Ventures 2, Ltd. BDO LLP Amey Tube, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

JNP Ventures, Ltd. BDO LLP Amey Ventures, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

R T James & Partners, Ltd. Dormant Amey OW Group, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Sherard Secretariat Services, Ltd. BDO LLP Amey Plc. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Treasurepark, Ltd. BDO LLP Amey Technololgy Services, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Wimco, Ltd. BDO LLP Amey Railways Holding, Ltd. 100% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Amey Public Services, LLP BDO LLP Amey LG, Ltd. 66.667% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 104


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of ownership<br />

interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Cespa UK, Ltd. BDO LLP Cespa, S.A. 100.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford<br />

Cespa Ventures, Ltd. BDO LLP Cespa UK, S.A. 100.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford<br />

Amey Cespa, Ltd. BDO LLP Cespa UK, S.A. 50.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford<br />

Amey Cespa, Ltd. BDO LLP Amey LG, Ltd. 50.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

Donarbon Holdings, Ltd. BDO LLP Amey Cespa, Ltd. 100.0% 54 United Kingdom Anson Court La Route des Camps St Martin GUERNSEY GY4 6AD<br />

AmeyCespa Holdings, Ltd. BDO LLP Amey Cespa, Ltd. 84.2% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

AmeyCespa Holdings, Ltd. BDO LLP Amey Cespa, Ltd. 15.8% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

AmeyCespa, Ltd. BDO LLP AmeyCespa Holdings, Ltd. 100.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

AmeyCespa Services, Ltd. BDO LLP AmeyCespa, Ltd. 100.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

AmeyCespa WM, Ltd. BDO LLP AmeyCespa Services, Ltd. 100.0% 0 United Kingdom Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

IRELAND<br />

Landmille, Ltd. Deloitte <strong>Ferrovial</strong> Servicios, S.A. 100.0% 69 Ireland Eurolink Motorway Toll Plaza, Cappagh, Nicholastown, Kilcock, Co. Kildare<br />

CHILE<br />

Grupisa Chile, S.A. Dormant Ferroser Infraestructuras, S.A. 66.0% 0 Chile Andrés Bello 2711 P18 Las Condes<br />

AIRPORTS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

<strong>Ferrovial</strong> Aeropuertos, S.A. (a) Deloitte <strong>Ferrovial</strong>, S.A. 100.0% 166 Madrid Príncipe de Vergara, 135, 28002, Madrid<br />

CHILE<br />

Aeropuerto Cerro Moreno Sociedad Concesionaria, S.A.<br />

(Concession operator)<br />

Price<br />

Waterhouse<br />

Coopers <strong>Ferrovial</strong> Aeropuertos, S.A. 99.9999% 2 Chile Avda. Andrés Bello 2711, Las Condes, Santiago<br />

TOLL ROADS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

Cintra Infraestructuras, S.A.(a)<br />

Autopista del Sol, C.E.S.A. (a)<br />

Autopista Terrasa Manresa, S.A. (a)<br />

Deloitte <strong>Ferrovial</strong>, S.A. 100.0% 1,781 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou ,28020, Madrid<br />

Deloitte Cintra Infraestructuras, S.A. 80.0% 199 Spain Área de Peaje San Pedro - Ctra. del Pantano Roto, s/n, 29670, San Pedro de Alcántara (Málaga)<br />

Inversora Autopistas de<br />

Deloitte Cataluña, S.A. 76.3% 444 Spain Autopista C - 16 Km. 41 Castellbell i El Vilar, 08296, Barcelona<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 105


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

TOLL ROADS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Cintra Inversiones, S.L. (a)<br />

Cintra Servicios , S.L. (a)<br />

Inversora de Autopistas del Sur, S.L.<br />

Autopista Madrid Sur C.E.S.A.<br />

Inversora de Autopistas del Levante, S.L.<br />

Autopista Madrid Levante, C.E.S.A.<br />

Laertida, S.L. (a)<br />

Cintra Autopistas Integradas, S.A. (a)<br />

M-203 Alcalá-O'Donnell (a)<br />

Cintra Inversora Autopistas de Cataluña, S.A. (a)<br />

Inversora Autopistas de Cataluña, S.A. (a)<br />

PORTUGAL<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 320 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou, 28020, Madrid<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 19 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou ,28020, Madrid<br />

Deloitte Cintra Infraestructuras, S.A. 55.0% 0 Spain Salida 4 Parla-Pinto Edificio de Oficinas, 28320, Pinto (Madrid)<br />

Inversora de Autopistas del Sur,<br />

Deloitte S.L. 100.0% 664 Spain Salida 4 Parla-Pinto Edificio de Oficinas, 28320, Pinto (Madrid)<br />

Autopista Radial 4, Salida 4 Parla-Pinto, Edificio de Oficinas, Apartado de Correos nº 50, 28320,Pinto<br />

Deloitte Cintra Infraestructuras, S.A. 51.8% 0 Spain (Madrid)<br />

Inversora de Autopistas del<br />

Autopista Radial 4, Salida 4 Parla-Pinto, Edificio de Oficinas, Apartado de Correos nº 50, 28320, Pinto<br />

Deloitte Levante, S.L. 100.0% 513 Spain (Madrid)<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 296 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou ,28020, Madrid<br />

Deloitte<br />

Cintra Infraestructuras, S.A. 100.0% 0 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou ,28020, Madrid<br />

Cintra Autopistas Integradas,<br />

Autopista Radial 4, Salida 4 Parla-Pinto, Edificio de Oficinas, Apartado de Correos nº 50, 28320 Pinto<br />

S.A. 100.0% 65 Spain (Madrid)<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 0 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou ,28020, Madrid<br />

Cintra Inversora Autopistas de<br />

Deloitte Cataluña, S.A. 100.0% 0 Spain Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou, 28020, Madrid<br />

Euroscut Norte Litoral, S.A.<br />

Deloitte Cintra Infraestructuras, S.A. 75.5% 57 Portugal Rua de Agra Nova 704, 4485 - 040 Aveleda - Vila do Conde<br />

Euroscut -Sociedade Concessionaria da Scut do Algarve,<br />

S.A. Deloitte Cintra Infraestructuras, S.A. 77.0% 20 Portugal Sítio da Franqueada, Apartado 1087, P8101-1904 Loulé<br />

Euroscut Azores, S.A.<br />

Via Livre, S.A.<br />

NETHERLANDS<br />

Deloitte Cintra Infraestructuras, S.A. 89.0% 6 Portugal Rua Hintze Ribeiro, 39, 1º andar, 9500-049 Ponta Delgada, Açores<br />

Deloitte Cintra Infraestructuras, S.A. 84.0% 0 Portugal Rua de Agra Nova 704 ,4485 - 040 Aveleda - Vila do Conde<br />

Algarve International B.V.<br />

407 Toronto Highway B.V.<br />

POLAND<br />

Autostrada Poludnie, S.A.<br />

Deloitte Cintra Infraestructuras, S.A. 77.0% 0 Netherlands Naritaweg 165, 1043 BW Amsterdam<br />

Cintra Infraestructuras, S.A. 100.0% 369 Netherlands Naritaweg 165, 1043 BW Amsterdam<br />

Deloitte Cintra Infraestructuras, S.A. 93.7% 0 Poland Stawki 40, 01-040 Warsaw<br />

CANADA<br />

Cintra Canada Inc.<br />

IRELAND<br />

Eurolink Motorway Operation (M4-M6), Ltd.<br />

Financinfrastructures<br />

Cinsac, Ltd.<br />

Eurolink Motorway Operation (M3), Ltd.<br />

UNITED STATES<br />

Cintra Zachry, LP<br />

Cintra Zachry, GP<br />

Deloitte 407 Toronto Highway B.V. 100.0% 0 Canada Operation Center 6300 Steels Avenue West Woodbridge, ON L4H 151<br />

Deloitte Cintra Infraestructuras, S.A. 66.0% 3 Ireland Toll Plaza Cappagh Nicholastown, Co. Kildare<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 60 Ireland Toll Plaza Cappagh Nicholastown, Co. Kildare<br />

Deloitte Cintra Infraestructuras, S.A. 100.0% 0 Ireland Administration Building Blackbull Toll Plaza, Quarryland, Dunboyne Co. Meath<br />

Deloitte Cinsac, Ltd. 95.0% 0 Ireland Administration Building Blackbull Toll Plaza, Quarryland, Dunboyne Co. Meath<br />

Cintra Texas Corp 84.2% 2 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Cintra Texas Corp 85.0% 0 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 106


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

TOLL ROADS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Cintra Texas Corp.<br />

Cintra US, LLC<br />

Cintra Skyway LLC<br />

Cintra Holding US Corp<br />

SCC Holdings LLC<br />

Skyway Concession Co. LLC<br />

Cintra ITR LLC<br />

Cintra Texas 56, LLC<br />

SH-130 Concession Company, LLC<br />

Cintra NTE, LLC<br />

Cintra LBJ, LLC<br />

LBJ Infraestructure Group Holding LLC<br />

LBJ Infraestructure Group<br />

NTE Mobility Partners Holding, LLC<br />

NTE Mobility Partners, LLC<br />

NTE Mobility Partners Segment 2 - 4 LLC<br />

Tex Toll Services, LLC<br />

Cintra Holding US Corp 100.0% 3 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Cintra Texas Corp 100.0% 0 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Cintra Holding US Corp 100.0% 195 US 233 North Michigan Avenue, Suite 1980, Chicago, Illinois 60601<br />

Laertida 100.0% 447 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Deloitte Cintra Skyway LLC 55.0% 195 US 233 North Michigan Avenue, Suite 1980, Chicago, Illinois 60601<br />

Deloitte SCC Holding LLC 100.0% 432 US 233 North Michigan Avenue, Suite 1980, Chicago, Illinois 60601<br />

Cintra Holding US Corp/Cintra<br />

Texas Corp 68%/1% 186 US 52551 Ash Road, Granger, Indiana 46530<br />

Cintra Holding US Corp 100.0% 97 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Deloitte Cintra Texas 56, LLC 65.0% 97 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Deloitte<br />

Cintra Holding US Corp 100.0% 70 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Cintra Holding US Corp 100.0% 77 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

Cintra LBJ, LLC 100.0% 77 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

LBJ Infraestructure Group<br />

Holding, LLC 51.0% 149 US 4100 McEwen Road Suite 500, 75244 Dallas, Texas<br />

Deloitte Cintra NTE, LLC 56.7% 70 US Chevy Chase One, 7700 Chevy Chase Drive, Suite 500, 78752 Austin, Texas<br />

NTE Mobility Partners Holding,<br />

Deloitte LLC 100.0% 123 US 9001 Airport Freeway Suite 600 North Richland Hills, 76180 Texas<br />

Cintra NTE, LLC 75.0% 0 US Chase Park Building 1, 7700 Chevy Chase Dr, Suite 500, Austin (Texas)<br />

Cintra Holding US Corp 100.0% 0 US Chase Park Building 1, 7700 Chevy Chase Dr, Suite 500, Austin (Texas)<br />

CONSTRUCTION<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

SPAIN<br />

<strong>Ferrovial</strong> Agromán, S.A. (a) Deloitte Finecofer, S.L. 100.0% 3,090 Spain Ribera del Loira 42, 28042, Madrid<br />

Aplicación Recursos Naturales, S.A. (a) <strong>Ferrovial</strong> Agromán, S.A. (i) 100.0% 0 Spain Ribera del Loira 42, 28042, Madrid<br />

Cadagua, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 100.0% 119 Spain Gran Vía 45, 48011 Bilbao/Bizkaia<br />

Compañía de Obras Castillejos (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 100.0% 6 Spain Ribera del Loira 42, 28042, Madrid<br />

Encofrados Deslizantes y Técnicas Especiales, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 99.1% 2 Spain Ribera del Loira 42, 28042, Madrid<br />

Ditecpresa, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 100.0% 1 Spain Ribera del Loira 42, 28042, Madrid<br />

<strong>Ferrovial</strong> Conservación, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 99.0% 15 Spain Ribera del Loira 42, 28042, Madrid<br />

Urbaoeste, S.A. (a) <strong>Ferrovial</strong> Agromán, S.A. (i) 99.0% 1 Spain Ribera del Loira 42, 28042, Madrid<br />

<strong>Ferrovial</strong> Medio Ambiente y Energía, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 99.0% 1 Spain Ribera del Loira 42, 28042, Madrid<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 107


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

CONSTRUCTION<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

Discota XXI, S.L., (Sole-Shareholder Company) (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. 100.0% 98 Spain Principe de Vergara 135, 28002 Madrid<br />

Norvarem, S.A.U. (a) BDO <strong>Ferrovial</strong> Agromán, S.A. 100.0% 4 Spain Principe de Vergara 135, 28002 Madrid<br />

Técnicas del Pretensado y Servicios Auxiliares, S.L. (a) Deloitte Edytesa, S.A. (i) (a) 100.0% 3 Spain Ribera del Loira 42, 28042, Madrid<br />

Concesionaria de Prisiones Lledoners, S.A. (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. 100.0% 16 Spain Santaló 10, 08021 Barcelona<br />

Concesionaria de Prisones Figueres (a) Deloitte <strong>Ferrovial</strong> Agromán, S.A. (i) 100.0% 11 Spain Provenza 392, 08025 Barcelona<br />

<strong>Ferrovial</strong> Railway, S.A. (a) <strong>Ferrovial</strong> Agromán, S.A. (ii) 98.8% 0 Spain Ribera del Loira 42, 28042, Madrid<br />

MEXICO<br />

Cadagua Ferr. Indust. Mexico <strong>Ferrovial</strong> Medio Ambiente, S.A. 24.9% 0 Mexico Cataratas 3, 1 Jardín Del Pedreg, 01900, Mexico City<br />

Cadagua Ferr. Indust. Mexico Cadagua, S.A. (a) 75.1% 0 Mexico Cataratas 3, 1 Jardín Del Pedreg, 01900, Mexico City<br />

INDIA<br />

Cadagua <strong>Ferrovial</strong> India Pr Ltd. Ferovial Medio Ambiente, S.A. 5.0% 0 India 214, Vigyapan Lok Apartments, 110091, New Delhi<br />

Cadagua <strong>Ferrovial</strong> India Pr Ltd. Cadagua, S.A. (a) 95.0% 0 India 214, Vigyapan Lok Apartments, 110091, New Delhi<br />

PUERTO RICO<br />

COCSA Puerto Rico<br />

Deloitte<br />

Compañía de Obras<br />

Castillejos, S.A. 100.0% 0<br />

Puerto<br />

Rico Ponce De Leon Ave, 711<br />

POLAND<br />

Budimex, S.A.<br />

Budimex Danwood, Sp. Z.o.o.<br />

Budimex Sygnity, S.j.<br />

Mostostal Kraków, S.A.<br />

Budimex Nieruchomości Sp. Z.o.o. (IP)<br />

Budimex S.A.<strong>Ferrovial</strong> Agroman S.A. Sp.j.<br />

Budimex S.A.<strong>Ferrovial</strong> Agroman S.A. Sp.j.<br />

Przedsiebiorstwo napraw Infrstruktury Sp. Z.o.o.<br />

Tecpresa-Techniki Sprezan<br />

Deloitte Audit<br />

Sp. Z.o.o. Valivala Holdings B.V. 59.1% 98 Poland 01-040 Warszawa ul.Stawki 40<br />

Deloitte Audit<br />

Sp. Z.o.o. Budimex, S.A. 100.0% 7 Poland 17-100 Bielsk Podlaski ul.Brańska 132<br />

Deloitte Audit<br />

Sp. Z.o.o. Budimex, S.A. 67.0% 0 Poland 01-040 Warszawa ul.Stawki 40<br />

Deloitte Audit<br />

Sp. Z.o.o. Budimex, S.A. 100.0% 2 Poland 31-752 Kraków ul.Mrozowa 5<br />

Deloitte Audit<br />

Sp. Z.o.o. Budimex, S.A. 100.0% 161 Poland 01-040 Warszawa ul.Stawki 40<br />

Deloitte Audit<br />

Sp. z o.o. Budimex, S.A. 50.0% 0 Poland 01-040 Warszawa ul.Stawki 40<br />

Deloitte Audit<br />

Sp. Z.o.o. <strong>Ferrovial</strong> Agromán, S.A. 50.0% 0 Poland 01-040 Warszawa ul.Stawki 40<br />

Deloitte Audit<br />

Sp. Z.o.o. Budimex, S.A. 100.0% 51 Poland 03-816 Warszawa ul. Chodakowska 100<br />

Técnicas del Pretensado y<br />

Servicios Auxiliares, S.L. (a) 70.0% 0 Poland 01-040 Warszawa ul.Stawki 40<br />

Tecpresa-Techniki Sprezan Budimex, S.A. 30.0% 0 Poland 01-040 Warszawa ul.Stawki 40<br />

CHILE<br />

<strong>Ferrovial</strong> Agromán Chile, S.A. <strong>Ferrovial</strong> Agromán, S.A. 13.4% 4 Chile c/ Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

<strong>Ferrovial</strong> Agromán Empresa<br />

<strong>Ferrovial</strong> Agromán Chile, S.A.<br />

Constructora Ltda. 86.6% 10 Chile c/Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

<strong>Ferrovial</strong> Agromán Empresa Constructora Ltda. <strong>Ferrovial</strong> Agromán, S.A. 100.0% 0 Chile Avda San Andres Bello 2711<br />

Constructora Agromán <strong>Ferrovial</strong> Limitada <strong>Ferrovial</strong> Agromán, S.A. 56.9% 0 Chile Avda San Andres Bello 2711<br />

Constructora Agromán <strong>Ferrovial</strong> Limitada <strong>Ferrovial</strong> Agromán Chile, S.A. 2.8% 0 Chile Avda San Andres Bello 2711<br />

<strong>Ferrovial</strong> Agromán Empresa<br />

Constructora Agromán <strong>Ferrovial</strong> Limitada<br />

Constructora Ltda. 40.4% 0 Chile Avda San Andres Bello 2711<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 108


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

CONSTRUCTION<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Country<br />

Registered office<br />

<strong>Ferrovial</strong> Agromán Compañía Constructora Ltda. <strong>Ferrovial</strong> Agromán, S.A. 99.95% 0 Chile c/Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

<strong>Ferrovial</strong> Agromán Compañía Constructora Ltda. <strong>Ferrovial</strong> Agromán Chile, S.A. 0.05% 0 Chile c/Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

<strong>Ferrovial</strong> Agromán Latinoamérica, Ltda.<br />

<strong>Ferrovial</strong> Agromán Empresa<br />

Constructora Ltda. 50.0% 0 Chile c/Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

<strong>Ferrovial</strong> Agromán Latinoamérica, Ltda.<br />

Constructora Agromán<br />

<strong>Ferrovial</strong> Limitada 50.0% 0 Chile c/Mac Iver, 225, Dpto 20101, Santiago De Chile<br />

CANADA<br />

<strong>Ferrovial</strong> Agromán Canadá, Inc <strong>Ferrovial</strong> Agromán, S.A. 100.0% 1 Canada 100 King St West 41st Floor<br />

NETHERLANDS<br />

Valivala Holdings B.V.<br />

Discota XXI, S.L., (Sole-<br />

Shareholder Company) (a) 100.0% 99 Netherlands Naritaweg 165, 1043 BW Amsterdam<br />

UNITED STATES<br />

<strong>Ferrovial</strong> Agromán US Corp. BDO <strong>Ferrovial</strong> Agromán, S.A. 100.0% 11 US 7700 Chevy Chase Drive Suite 500<br />

<strong>Ferrovial</strong> Agromán Indiana, LLC BDO <strong>Ferrovial</strong> Agromán US Corp. 100.0% 0 US 5960, Evergreen Av<br />

<strong>Ferrovial</strong> Agromán Indiana,<br />

Indiana Toll-Roads Contractors, LLC<br />

BDO<br />

LLC 75.0% 0 US 1531 South Calumet Road, Chesterton, US<br />

<strong>Ferrovial</strong> Agromán Texas, LLC BDO <strong>Ferrovial</strong> Agromán US Corp. 100.0% 0 US 7700 Chevy Chase Drive Suite 500<br />

<strong>Ferrovial</strong> Agromán 56, LLC BDO <strong>Ferrovial</strong> Agromán Texas, LLC 100.0% 0 US 7700 Chevy Chase Drive Suite 500<br />

Central Texas Highway Constructors, LLC BDO <strong>Ferrovial</strong> Agromán 56, LLC 50.0% 0 US Lockhart, Texas 78644<br />

W.W.Webber, LLC BDO Norvarem 100.0% 49 US 14333 Chirsman Road Houston, Texas, 77039<br />

Webber Management Group, Inc. BDO Norvarem 100.0% 41 US 14333 Chirsman Road Houston, Texas, 77039<br />

Southern Crushed Cincrete, Inc. BDO Norvarem 100.0% 88 US 14333 Chirsman Road Houston, Texas, 77039<br />

Webber Barrier Services, LLC BDO Norvarem 100.0% 0 US 14333 Chirsman Road Houston, Texas, 77039<br />

Bluebonnet Contractors, LLC Deloitte <strong>Ferrovial</strong> Agromán Texas, LLC 60.0% 0 US 14333 Chirsman Road Houston, Texas, 77039<br />

Bluebonnet Contractors, LLC Deloitte DBW Construction, LLC 40.0% 0 US 14333 Chirsman Road, Houston, Texas, 77039<br />

Trinity Infrastructure, LLC Deloitte <strong>Ferrovial</strong> Agromán Texas, LLC 60.0% 0 US 14333 Chirsman Road, Houston, Texas, 77039<br />

Trinity Infrastructure, LLC Deloitte DBW Construction, LLC 40.0% 0 US 14333 Chirsman Road, Houston, Texas, 77039<br />

DBW Construction, LLC BDO W.W.Webber, LLC 100.0% 0 US 14333 Chirsman Road, Houston, Texas, 77039<br />

IRELAND<br />

<strong>Ferrovial</strong> Agromán Ireland Ltda. Deloitte <strong>Ferrovial</strong> Agromán, S.A. 100.0% 0 Ireland Monastery Road, Clondalkin<br />

NORTHERN IRELAND<br />

<strong>Ferrovial</strong> Agromán Irlanda del Norte, Ltda.<br />

Deloitte<br />

<strong>Ferrovial</strong> Agromán Ireland<br />

Ltda. 100.0% 0<br />

Northern<br />

Ireland<br />

N1 Road CarrickCarnan County Cough, Ireland<br />

UNITED KINGDOM<br />

<strong>Ferrovial</strong> Agromán UK, Ltda. Deloitte <strong>Ferrovial</strong> Agromán, S.A. 100.0% 20<br />

<strong>Ferrovial</strong> Agromán Airports UK, Ltda. Deloitte <strong>Ferrovial</strong> Agromán, S.A. 100.0% 0<br />

United<br />

Kingdom 1st Floor Raynham House, Capital Park West,<br />

United<br />

Kingdom Heathrow Building, 4<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 109


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

GERMANY<br />

Budimex Bau Budimex, S.A. 100.0% 0 Germany 50968 Koeln (Niemcy) Pferdmengesstrasse 5<br />

AUSTRALIA<br />

<strong>Ferrovial</strong> Agromán Australia Pty Ltd. <strong>Ferrovial</strong> Agromán UK, Ltda. 100.0% 2 Australia Level 12 95 Pitt Street, Sydney, NSW 2000.<br />

(i) Remaining ownership interest through Can-am, S.A.S.U.<br />

(a) Belong to tax group of <strong>Ferrovial</strong>, S.A. and subsidiaries<br />

(c) Belong to tax group of Inversora de Autopistas del Sur, S.L.<br />

(d) Belong to tax group of Inversora de Autopistas del Levante, S.L.<br />

(PC) Proportionate consolidation<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 110


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

2. Associates: companies accounted for using the equity method<br />

The detail is presented by segment, indicating their Parent, their auditor, the percentage of ownership held, the net cost of the ownership interest and the assets, liabilities, revenue,<br />

profit/loss and registered office thereof.<br />

CONSTRUCTION<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

SPAIN<br />

Urbs ludex et<br />

Causidicus, S.A. <strong>Ferrovial</strong> Agromán, S.A. 22.0% 8 Spain 364 438 33 4 c/Tarragona 161, 08014 Barcelona<br />

Clean Cenit A.I.E <strong>Ferrovial</strong> Agromán, S.A. 13.4% 0 Spain 2 2 0 0 Serrano 174, 28002 Madrid<br />

Boremer, S.A. Deloitte Cadagua, S.A. 50.0% 2 Spain 26 22 25 1 Ribera del Loira 42, 28042, Madrid<br />

Dirgenfin, S.L.<br />

Aplicación Recursos<br />

Naturales, S.A. (a) 20.0% 0 Spain 57 54 0 0 Paseo de la Castellana 103, 28046 Madrid<br />

Tecnológica Lena, Attest<br />

0 1 0 0<br />

S.L.<br />

Consulting <strong>Ferrovial</strong> Agromán, S.A. 50.0% 0 Spain<br />

c/La Vega 5, 33620 Campomanes, Asturias<br />

Sociedade<br />

Concesionaria Baio <strong>Ferrovial</strong> Agromán, S.A. 50.0% 9 Spain 4 1 0 0 Polígono Industrial Lalin 2000, PAR C 26, 36430 Pontevedra,<br />

POLAND<br />

Elektromontaż Poznań,<br />

Budimex, S.A.<br />

S.A. Deloitte<br />

30.8% 4 Poland 21 9 29 -2 60-166 Poznań ul.Wieruszowska 12/16<br />

PPHU PROMOS Sp.<br />

Budimex, S.A.<br />

Z.o.o.<br />

26.1% 0 Poland 2 1 3 0 31-750 Kraków ul.Kocmyrzowska 13A<br />

AIRPORTS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

UNITED KINGDOM<br />

FGP Topco Limited<br />

(BAA) Deloitte Hubco Netherlands 50% 2,365<br />

United<br />

Kingdom 22,403 20,090 2,904 -25 The Compass Centre, Nelson Road, Hounslow, Middlesex, TW6 2GW<br />

TOLL ROADS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

CANADA<br />

407 International Inc. (a) Deloitte Cintra Canada Inc. 43.2% 254 Canada 3,780 4,428 512 97 Operation Center 6300 Steels Avenue West Woodbridge, ON L4H 151<br />

SPAIN<br />

Serrano Park, S.A. (a) Deloitte<br />

Cintra<br />

Infraestructuras, S.A. 50.0% 0 Spain 104 92 20 -3 Plaza Manuel Gómez Moreno, 2. Edificio Alfredo Mahou, 28020, Madrid<br />

UNITED STATES<br />

Statewide Mobility<br />

Partners LLC (IP) (a) Deloitte<br />

Cintra ITR LLC /<br />

Cintra Holding US<br />

Corp 49%/1% 271 US 542 0 0 0 52551 Ash Road ,46530 Granger, Indiana<br />

ITR Concession<br />

Company Holdings (IP)<br />

(a)<br />

Deloitte<br />

Statewide Mobility<br />

Partners LLC 100.0% 542 US 542 0 0 0 52551 Ash Road ,46530 Granger, Indiana<br />

ITR Concession<br />

Company (IP) (a)<br />

Deloitte<br />

ITR Concession<br />

Company Holdings 100.0% 542 US 3,437 5,064 144 0 52551 Ash Road, 46530 Granger, Indiana<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 111


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

TOLL ROADS<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

GREECE<br />

Nea Odos, S.A. Deloitte <strong>Ferrovial</strong>, S.A. 33.3% 0 Greece 390 176 66 0 Nea Odos Themistokleous, 87, bajo dcha, 10683<br />

Central Greece<br />

Motorway Deloitte <strong>Ferrovial</strong>, S.A. 33.3% 0 Greece 563 362 9 0 1st Km Lamia, Athens<br />

CONSTRUCTION<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of Euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

SPAIN<br />

Urbs ludex et<br />

Causidicus, S.A. <strong>Ferrovial</strong> Agromán, S.A. 22.0% 8 Spain 364 438 33 4 c/Tarragona 161, 08014 Barcelona<br />

Clean Cenit A.I.E <strong>Ferrovial</strong> Agromán, S.A. 13.4% 0 Spain 2 2 0 0 Serrano 174, 28002 Madrid<br />

Boremer, S.A. Deloitte Cadagua, S.A. 50.0% 2 Spain 26 22 25 1 Ribera del Loira 42, 28042, Madrid<br />

Dirgenfin, S.L.<br />

Aplicación Recursos<br />

Naturales, S.A. (a) 20.0% 0 Spain 57 54 0 0 Paseo de la Castellana 103, 28046 Madrid<br />

Tecnológica Lena, S.L.<br />

Attest<br />

Consulting <strong>Ferrovial</strong> Agromán, S.A. 50.0% 0 Spain 0 1 0 0 c/La Vega 5, 33620 Campomanes, Asturias<br />

Sociedade Concesionaria<br />

Baio <strong>Ferrovial</strong> Agromán, S.A. 50.0% 9 Spain 4 1 0 0 Polígono Industrial Lalin 2000,PAR C 26, 36430 Pontevedra,<br />

POLAND<br />

Elektromontaż Poznań,<br />

S.A. Deloitte Budimex, S.A. 30.8% 4 Poland 21 9 29 -2 60-166 Poznań ul.Wieruszowska 12/16<br />

PPHU PROMOS Sp.<br />

Z.o.o. Budimex, S.A. 26.1% 0 Poland 2 1 3 0 31-750 Kraków ul.Kocmyrzowska 13A<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of Euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

SPAIN<br />

Empresa de<br />

Mantemimiento y<br />

Explotación M-30, S.A. Deloitte <strong>Ferrovial</strong> Servicios, S.A. 50.0% 0 Spain 240 233 27 9 c/Méndez Alvaro, 95, Madrid<br />

Concesionaria Madrid<br />

Calle 30, S.A. KPMG<br />

Empresa de Mantemimiento y<br />

Explotación M-30, S.A. 10.0% 96 Spain 623 131 132 -23 c/Mendez Alvaro, 95, Madrid<br />

Aetec, S.A. Not auditable Ferroser Infraestructuras, S.A. 9.2% 0 Spain 1 0 0 0 c/Isaac Peral, 1 Nave 44 - Leganés-28914 Madrid<br />

Ferronats Air Traffic<br />

Services, S.A. Deloitte <strong>Ferrovial</strong> Servicios, S.A. 50.0% 0 Spain 1 0 0 0 Príncipe de Vergara, 135. Madrid<br />

Valdedominguez 2000,<br />

S.A. Deloitte<br />

Ingeniería Urbana S.A. Deloitte<br />

Recollida de Residuos<br />

D´Osona S.L. Not auditable<br />

Reciclados y Compostaje<br />

Piedra Negra, S.A.<br />

Moore Stephens<br />

Ibergrup S.A.P.<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 20.0% 1 Spain 10 4 0 0 Albarracín 44 28037 Madrid<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 35.0% 4 Spain 50 6 1 1 Pol. Ind. Pla de la Vallonga, Parcela 92. 03006 Alicante<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 45.0% 0 Spain 3 -1 0 0 Historiador Ramon d'Abadal i de Vinyals, 5. Edifici Sucre. Vic (Barcelona)<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 49.0% 2 Spain 16 9 0 0<br />

Partida El Feliu. Pasaje Piedra Negra s/n. Ctra. Nacional 340, Km. 761,75. Xixona<br />

(Alicante)<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 112


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of Euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

Companya Especial de<br />

Recuperacions i<br />

Recondicionaments, S.L. Not auditable Cespa Gestión Residuos S.A. 42.1%<br />

Ecocat S.L. Deloitte<br />

-<br />

1 Spain 1 1 0 0 Avda. Catedral 6-8. 08002-Barcelona<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 50.0% 22 Spain 31 6 0 0 Camí Can Bros, 6. Martorell (Barcelona)<br />

Sogarisa, S.A. Deloitte Ecocat S.L. 50.0% 2 Spain 17 7 0 0 Parque Empresarial Somozas s/n. 15565-As Somozas (A Coruña)<br />

Ecocem, S.A. Not auditable Ecocat S.L. 51.0% 0 Spain 1 0 0 0 Camí Can Bros, 6. Martorell (Barcelona)<br />

Gestó de Residuos<br />

Especials de Catalunya,<br />

S.A. Deloitte Ecocat S.L. 33.3% -2 Spain 24 6 -1 -1 Avda. Europa s/n. Pol Ind de Constantí. 43120-Constantí (Tarragona)<br />

Novalis Medioambiente,<br />

S.A. Not auditable Cespa Gestión Residuos, S.A. 50.0% - Spain 3 3 0 0 Avda. Alfonso El Sabio, 36. Alicante<br />

MOVITEC Not auditable Ecocat, S.L. 50.0% 0 Spain 0 0 0 0 Francesc Macià, 1. Martorell (Barcelona)<br />

Ecoparc del Mediterrani,<br />

S.A. Deloitte Cespa Gestión Residuos, S.A 48.0% 3 Spain 20 7 1 1 Avda. Eduard Maristany s/n. 08930-Sant Adrià del Besós (Barcelona)<br />

Nora, S.A. Not auditable<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 40.0% 0 Spain 10 1 0 0 Passeig de Sant Salvador, 25-27. Santa Coloma de Forners (Girona)<br />

Vialnet Vic., S.L.<br />

BDO Auditores,<br />

S.L.<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 49.0% 0 Spain 1 -1 0 0 Mataró, 18. Pol Ind. Sot dels Pradals. Vic (Barcelona)<br />

Nevasa<br />

BDO Auditores,<br />

S.L. Sitkol, S.A. 49.0% 3 Spain 15 12 0 0 Plaza Mayor 1, Valladolid<br />

PORTUGAL<br />

Valorhospital, S.A. Not auditable Cespa Portugal, S.A. 35.3% 0 Portugal 1 0 0 0 Rua Quinta d'Alem, 79. Fregesia de Pedroso. Vila Nova de Gaia (Portugal)<br />

Ecobeirao<br />

Martins Pereira &<br />

Associados Cespa Portugal, S.A. 20.0% 0 Portugal 12 12 0 0 Carregal do Sal. Portugal<br />

Valor-Rib Industrial<br />

Residuos<br />

Martins Pereira &<br />

Associados<br />

Compañía Española de<br />

Servicios Públicos Auxiliares,<br />

S.A. 45.0% 1 Portugal 6 4 0 0 Avda. Carlos Bacelas, 174. Vila Nova de Famalicao. Portugal<br />

Cespa Portugal -<br />

Ecoambiente ACE Deloitte Cespa Portugal, S.A. 50.0% - Portugal 1 1 0 0 Rua Sousa Aroso, 352 1º Sala 12 4450-286 Matosinhos (Portugal)<br />

ANDORRA<br />

Centre de Tractament de<br />

Residus d´Andorra Gaudit, S.L.<br />

Cespa Gestión Residuos S.A.<br />

(a) 29.0% - Andorra 141 0 0 0 Ctra. De La Comella s/n. Andorra la Vella<br />

UNITED KINGDOM<br />

Amey Ventures<br />

Investments, Ltd. BDO Amey Investments, Ltd. 50.0% -<br />

AHL Holdings<br />

Amey Ventures Investments,<br />

(Manchester), Ltd. Deloitte<br />

Ltd. 50.0% -<br />

Amey Highways Lighting<br />

AHL Holdings (Manchester),<br />

(Manchester), Ltd. Deloitte<br />

Ltd. 100.0% -<br />

AHL Holdings<br />

Amey Ventures Investments<br />

(Wakefield), Ltd. Deloitte<br />

Ltd. 50.0% -<br />

Amey Highways Lighting<br />

(Wakefield) Ltd. Deloitte AHL Holdings (Wakefield) Ltd. 100.0% -<br />

Amey Ventures Investments,<br />

ALC (Superholdco), Ltd. KPMG<br />

Ltd. 50.0% -<br />

ALC (FMC) Ltd. KPMG ALC (Superholdco) Ltd. 100.0% -<br />

United<br />

Kingdom 26 25 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 11 11 1 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON, SW1E 5LB.<br />

United<br />

Kingdom 0 0 0 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON, SW1E 5LB.<br />

United<br />

Kingdom 7 7 1 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON, SW1E 5LB.<br />

United<br />

Kingdom 0 0 0 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON, SW1E 5LB.<br />

United<br />

Kingdom 49 42 24 4 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 113


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of Euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

ALC (Holdco), Ltd. KPMG ALC (Superholdco), Ltd. 100.0% -<br />

ALC (SPC), Ltd. KPMG ALC (Holdco), Ltd. 100.0% -<br />

Amey Belfast Schools<br />

Amey Ventures Investments,<br />

Partnership Holdco, Ltd. BDO<br />

Ltd. 100.0% -<br />

Amey Belfast Schools<br />

Amey Belfast Schools<br />

Partnership PFI Co., Ltd. BDO<br />

Partnership HoldCo., Ltd. 100.0% -<br />

Amey Birmingham<br />

Amey Ventures Asset<br />

Highways Holdings, Ltd. BDO<br />

Holdings, Ltd. 33.3% -<br />

Amey Birmingham<br />

Amey Birmingham Highways<br />

Highways, Ltd. BDO<br />

Holdings, Ltd. 100.0% -<br />

Amey FMP Belfast<br />

Strategic Partnership<br />

Amey Ventures Management<br />

Holdco., Ltd. BDO<br />

Services, Ltd. 70.0% -<br />

Amey FMP Belfast<br />

Strategic Partnership SP<br />

Amey FMP Belfast Schools<br />

Co., Ltd. BDO<br />

Partnership Holdco., Ltd. 100.0% -<br />

Amey Lagan Roads<br />

Amey Ventures Investments<br />

Holdings Ltd. BDO<br />

Ltd. 50.0% -<br />

Amey Lagan Roads<br />

Amey Lagan Roads Holdings,<br />

Financial Plc. BDO<br />

Ltd. 100.0% -<br />

Amey Lagan Roads Holdings<br />

Amey Lagan Roads Ltd. BDO<br />

Ltd. 100.0% -<br />

Amey Lighting (Norfolk)<br />

Amey Ventures Investments,<br />

Holdings, Ltd. BDO<br />

Ltd. 100.0% -<br />

Amey Lighting (Norfolk),<br />

Amey Lighting (Norfolk)<br />

Ltd. BDO<br />

Holdings, Ltd. 100.0% -<br />

Amey Ventures Investments,<br />

E4D & G Holdco, Ltd. BDO<br />

Ltd. 85.0% -<br />

E4D & G Project Co, Ltd. BDO E4D & G Holdco, Ltd. 100.0% -<br />

EduAction (Waltham<br />

Forest) Ltd. (IP) PKF (UK) Amey Plc. 50.0% -<br />

Integrated Bradford Hold<br />

Amey Ventures Investments,<br />

Co One, Ltd. KPMG<br />

Ltd. 25.2% -<br />

Integrated Bradford Hold<br />

Co One, Ltd. KPMG Integrated Bradford LEP, Ltd. 10.0% -<br />

Integrated Bradford PSP<br />

Amey Ventures Asset<br />

Ltd. (IP) KPMG<br />

Holdings, Ltd. 50.0% -<br />

Integrated Bradford Hold<br />

Amey Ventures Asset<br />

Co Two, Ltd. KPMG<br />

Holdings, Ltd. 2.0% -<br />

Integrated Bradford Hold<br />

Co Two, Ltd. KPMG Integrated Bradford LEP, Ltd. 10.0% -<br />

Integrated Bradford LEP<br />

Ltd. KPMG Integrated Bradford PSP, Ltd. 80.0% -<br />

Integrated Bradford LEP<br />

Fin Co One Ltd. KPMG Integrated Bradford LEP, Ltd. 100.0% -<br />

Integrated Bradford SPV<br />

Integrated Bradford Hold Co<br />

One Ltd. KPMG<br />

One Ltd. 100.0% -<br />

Integrated Bradford SPV<br />

Integrated Bradford Hold Co<br />

Two Ltd. KPMG<br />

Two Ltd. 100.0% -<br />

Amey Ventures Investments,<br />

RSP (Holdings) Ltd. KPMG<br />

Ltd. 35.0% -<br />

The Renfrewshire<br />

Schools Partnership Ltd. KPMG RSP (Holdings) Ltd. 100.0% -<br />

Services Support (Avon<br />

& Somerset) Holdings<br />

Amey Ventures Investments,<br />

Ltd. Deloitte<br />

Ltd. 20.0% -<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 71 76 2 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 51 60 42 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 1 1 1 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 92 92 8 0 LAGAN HOUSE, 19 CLARENDON ROAD, BELFAST, BT1 3BG<br />

United<br />

Kingdom 0 0 0 0 LAGAN HOUSE, 19 CLARENDON ROAD, BELFAST, BT1 3BG<br />

United<br />

Kingdom 0 0 0 0 LAGAN HOUSE, 19 CLARENDON ROAD, BELFAST, BT1 3BG<br />

United<br />

Kingdom 19 21 6 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 64 68 2 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 1 1 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 20 22 1 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 4 4 18 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 14 14 2 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 0 0 0 0 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

United<br />

Kingdom 25 28 2 0 CAPELLA BUILDING (TENTH FLOOR), 60 YORK STREET, GLASGOW, G2 8JX<br />

United<br />

Kingdom 0 0 0 0 CAPELLA BUILDING (TENTH FLOOR), 60 YORK STREET, GLASGOW, G2 8JX<br />

United<br />

Kingdom 8 8 0 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON. SW1E 5LB<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 114


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

SERVICES<br />

Company Auditor Parent<br />

% of<br />

ownership<br />

Net cost of<br />

ownership interest<br />

(millions of euros)<br />

Millions of Euros<br />

Registered<br />

office Assets Liabilities Revenue Profit/Loss Address<br />

Services Support (Avon<br />

& Somerset) Ltd. Deloitte<br />

Services Support (Avon &<br />

Somerset) Holdings Ltd. 100.0% -<br />

United<br />

Kingdom 0 0 0 0 ALLINGTON HOUSE 150, VICTORIA STREET, LONDON. SW1E 5LB<br />

Yarls Wood Immigration<br />

Ltd.<br />

PriceWaterhouseCo<br />

opers<br />

Amey Programme<br />

Management Ltd. 50.0% -<br />

GEO Amey PECS Limited Grant Thornton Amey Community Limited 50.0% -<br />

United<br />

Kingdom 0 0 0 0<br />

SUTTON PARK HOUSE, 15 CARSHALTON ROAD, SUTTON, SURREY, UNITED<br />

KINGDOM. SM1 4LD<br />

United<br />

Kingdom 13 15 23 -2 Sherard Building. Edmund Halley Road. Oxford, OX4 4DQ<br />

QATAR<br />

<strong>Ferrovial</strong> Qatar LLC Local auditors <strong>Ferrovial</strong> Servicios, S.A. 49.0% - 0 Qatar 1 1 0 -1 Address: PO Box 19517 Doha- Qatar<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 115


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

40. Explanation added for translation to English<br />

These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Group<br />

(see Note 3.1). Certain accounting practices applied by the Group that conform with that regulatory framework may not conform<br />

with other generally accepted accounting principles and rules.<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 116


Consolidated financial statements at 31 December 2011<br />

<strong>Ferrovial</strong> S.A. and Subsidiaries<br />

The foregoing pages, signed by the Secretary of the Board of Directors, contain the consolidated financial statements of<br />

FERROVIAL, S.A., i.e., the consolidated statement of financial position, consolidated income statement, consolidated<br />

statement of changes in equity, consolidated statement of cash flows and the notes to the consolidated financial<br />

statements for the year ended 31 December 2011, were authorised for issue by the Company's Board of Directors at the<br />

meeting held in Madrid on 23 February <strong>2012</strong>, and which, pursuant to Article 253 of the Spanish Limited Liability<br />

Companies Law, all the directors sign below.<br />

___________________________<br />

Rafael del Pino y Calvo-Sotelo<br />

Chairman<br />

__________________________<br />

Santiago Bergareche Busquet<br />

Deputy Chairman<br />

_____________________<br />

Joaquín Ayuso García<br />

Deputy Chairman<br />

____________________<br />

Íñigo Meirás Amusco<br />

CEO<br />

____________________<br />

Jaime Carvajal Urquijo<br />

Director<br />

___________________<br />

Portman Baela, S.L.<br />

On behalf of Leopoldo del Pino y Calvo-Sotelo<br />

Director<br />

___________________<br />

Juan Arena de la Mora<br />

Director<br />

______________<br />

Gabriele Burgio<br />

Director<br />

_____________________________<br />

María del Pino y Calvo-Sotelo<br />

Director<br />

___________________________<br />

Santiago Fernández Valbuena<br />

Director<br />

________________________________<br />

José Fernando Sánchez-Junco Mans<br />

Director<br />

___________<br />

Karlovy, S.L.<br />

On behalf of Joaquín del Pino y Calvo-Sotelo<br />

Director<br />

<strong>Ferrovial</strong>, S.A. Consolidated financial statements at 31 December 2011 117

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!