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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

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