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Download - Ferrovial - Annual Report 2012

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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

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