consolidated statement · 2020-05-08 · consolidated statement of cash flows at december 31 of...

Consolidated statement

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Sacyr 2012

01 Consolidated statement 6

Consolidated statement of financial position at December 31. 8

Separate consolidated income statement for the years ended December 31. 10

Consolidated statement of comprehensive income at December 31. 11

Consolidated statement of cash flows at December 31. 12

Consolidated statement of changes in equity at December 31 of 2011 and 2012. 13

1. Activities of Sacyr Vallehermoso. 14

2. Scope of consolidation and subsidiaries. 15

3. Basis of presentation and consolidation. 23

4. Non-current assets held for sale and discontinued operations. 49

5. Property, plant and equipment. 53

6. Concession projects. 55

7. Investment properties. 64

8. Other intangible assets. 68

9. Goodwill 71

10. Investments accounted for using the equity method. 74

11. Contribution by proportionately consolidated companies. 83

12. Receivables from concessions. 86

13. Non-current and current financial assets. 89

14. Tax situation. 91

15. Other non-current assets. 97

16. Inventory. 98

17. Trade and other receivables. 99

18. Cash and cash equivalents. 101

19. Equity. 101

20. Deferred income. 107

21. Provisions and contingent liabilities. 108

22. Interest-bearing loans and borrowings. 117

23. Non-current trade and other payables. 125

24. Derivative financial instruments. 126

25. Trade creditors and others accounts payable. 131

26. Risk management policy. 132

27. Net Turnover. 145

28. Supplies. 148

29. Other operating costs. 149

30. Gain (loss) on disposal of assets. 150

31. Finance income and costs. 150

32. Earnings per share. 151

33. Backlog by business. 153

34. Board of Directors remuneration and other benefits. 155

35. Related party transactions. 163

36. Events after the reporting date. 172

37. Environmental issues. 174

38. Audit fees. 174

39. Personnel 174

40. Segment information. 176

41. Disclosures by geographic location 190

Appendix I to the consolidated financial statements scope of consolidation 2011 192

Appendix I scope of consolidation 2012 212

Appendix II to the annual consolidated financial statements 2011 230

Appendix II to the annual consolidated financial statements 2012 231

Consolidated management report for the year ended December 31 2012 232

Index

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01

7

ANNUAL ACCOUNTS

Consolidated Financial Statements and Management Report for the year ended 31 December 2012

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Sacyr 201201Consolidated

Statement

Thousands of euros

ASSETS NOTE 2012 2011

A. NON-CURRENT ASSETS 9,787,236 10,795,321

I. Property, plant and equipment 5 552,712 604,369

II. Concession projects 6 1,384,558 1,594,395

III. Investment properties 7 2,494,075 2,623,606

IV. Other intangible assets 8 11,614 14,982

V. Goodwill 9 143,128 144,190

VI. Investments recognised using the equity method 10 2,606,506 3,616,678

VII. Receivables from concessions 12 950,506 1,024,177

VIII. Non-current financial assets 13 316,879 279,180

IX. Financial derivative instruments 24 39 0

X. Assets for deferred tax 14 1,325,174 880,527

XI. Other non-current assets 15 2,045 13,217

B. CURRENT ASSETS 5,174,013 5,915,025

I. Non-current assets held for sale 4 199,668 319,793

II. Stock 16 1,996,548 2,322,000

III. Trade debtors and other accounts receivable 17 2,084,760 2,352,995

- Trade receivables for sales and services 486,783 532,828

- Construction contract receivables 1,385,683 1,389,542

- Personal 1,453 1,310

- Receivable from public entities 86,370 107,872

- Other accounts receivable 124,471 321,443

IV. Receivables from concessions 12 120,589 100,049

V. Current financial investments 13 104,805 164,974

VI. Financial derivative instruments 24 2,373 77

VII. Cash and cash equivalents 18 625,337 584,420

VIII. Other current assets 39,933 70,717

TOTAL ASSETS 14,961,249 16,710,346

Consolidated statement of financial position at December 31

Notes 1 to 41 and Appendices I and II form an integral part of this consolidated statement of financial position.

Thousands of euros

LIABILITIES Nota 2012 2011

A. NET EQUITY 19 1,476,156 2,548,281

NET EQUITY OF THE PARENT COMPANY 1,427,762 2,500,929

I. Subscribed capital 443,728 422,598

II. Issue premium 537,666 537,666

III. Reserves 1,679,503 3,363,180

IV. Profit (loss) attributable to the parent company (977,536) (1,604,131)

V. Interim dividends for the year 0 (40,843)

VI. Treasury shares (47,559) (59,026)

VII. Available-for-sale financial assets 19,719 99,672

VIII. Hedging instruments (174,458) (184,607)

IX. Translation differences (54,813) (33,580)

X. Unrealised gains (losses) reserve 1,512 0

NON-CONTROLLING INTERESTS 48,394 47,352

B. NON-CURRENT LIABILITIES 7,723,907 8,295,615

I. Deferred income 20 81,060 73,028

II. Provisions for contingencies and expenses 21.1 198,429 156,791

III. Amounts owed to credit institutions 22 6,634,815 7,265,169

IV. Non-current trade and other payables 23 488,025 440,062

V. Financial derivative instruments 24 216,756 241,295

VI. Deferred tax liabilities 14 103,267 117,697

VII. Non-current debts with associates 1,555 1,573

C. CURRENT LIABILITIES 5,761,186 5,866,450

I. Amounts owed to credit institutions 22 2,738,783 2,314,971

II. Trade creditors and other accounts payable 25 2,676,280 3,304,954

- Suppliers 2,350,924 2,810,872

- Personal 29,867 26,040

- Deferred tax liabilities (1,654) 7,375

- Public entities payables 118,990 178,934

- Other payables 178,153 281,733

III. Current debts with associates 21,999 26,432

IV. Financial derivative instruments 24 23,077 17,086

V. Trade provisions 21.2 301,047 203,007

TOTAL LIABILITIES 14,961,249 16,710,346

Consolidated statement of financial position at December 31

Notes 1 to 41 and Appendices I and II form an integral part of this consolidated statement of financial position.

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(Thousands of euros)

Separate Income Statement Note 2012 2011 (Restated)*

Revenues 3,613,733 3,820,246

Work undertaken by the company on fixed assets 17,626 22,513

Other operating income 175,495 260,896

Recognition of capital grants 6,118 15,038

Gain(loss)on disposal of real estate 14,178 0

TOTAL OPERATING INCOME 3,827,150 4,118,693

Variation in stock (356,239) (161,329)

Supplies (1,541,099) (1,817,490)

Personnel costs (753,686) (738,493)

Gain(loss)on disposal of real estate (2,493) (80)

Provisions for amortisations of real estate (187,442) (185,460)

Impairment of goodwill on consolidation 0 (18,230)

Variation in trade provisions (260,341) (107,769)

Variations in provisions tangible and intangible fixed assets and portfolio (103,990) 2,751

Other operating expenses (667,547) (877,740)

TOTAL OPERATING EXPENSES (3,872,837) (3,903,840)

OPERATING INCOME (45,687) 214,853

INCOME FROM ASSOCIATES 10 (869,356) (671,931)

PROFIT(LOSS)ON DISPOSAL OF ASSETS 30 (120) (1,124,955)

Income for other marketable securities and fixed asset loans 13,881 19,998

Other interest and similar income 28,016 26,980

Exchange differences 479 508

TOTAL FINANCIAL INCOME 42,376 47,486

Financial costs and similar expenses (454,209) (596,071)

Variation in financial investment provisions (36,676) (25,962)

Net financial expenses recognised in investment 7,745 9,864

Variation in the value of financial instruments at fair value (9,661) 232


TOTAL FINANCIAL EXPENSES (492,801) (611,937)

FINANCIAL RESULT 31 (450,425) (564,451)

CONSOLIDATED PRE-TAX PROFIT (1,365,588) (2,146,484)

Corporation tax 18 385,767 539,591

PROFIT(LOSS)FROM CONTINUING OPERATIONS (979,821) (1,606,893)

PROFIT(LOSS)FROM DISCONTINUED OPERATIONS 4 3,069 4,766

CONSOLIDATED PROFIT(LOSS) FOR THE YEAR (976,752) (1,602,127)

NON-CONTROLLING INTERESTS (784) (2,004)

PARENT COMPANY (977,536) (1,604,131)

Basic earnings per share (euros) 32 (2.22) (3.90)

Diluted earnings per share (euros) 32 (2.09) (3.71)

Basic earnings per share discontinued operations(euros) 32 0.00 0.01

Diluted earnings per share discontinued operations(euros) 32 0.00 0.01

Separate consolidated income statement for the years ended December 31 of 2012 and 2011

(*) As indicated in Note 3, the separate consolidated income statement at December 31 2011 has been restated.Notes 1 to 41 and Appendices I and II form an integral part of this Separate Consolidated Income Statement.

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(Thousands of euros)

2012 2011

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR (976,752) (1,602,127)

INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY

For valuation of financial instruments (79,953) (1,075)

Available-for-sale financial assets (114,219) (1,536)

Tax effect 34,266 461

For Cash flow hedges 9,613 (111,171)

Full and proportionate 24,514 (135,398)

Equity method (10,781) (23,418)

Tax effect (4,120) 47,645

Translation differences (36,282) 77,325

Entities accounted for used the equity method. (41,971) 209,243

Other income and expenses recognised directly in net equity 1,512 3

TOTAL INCOME AND EXPENSES RECOGNISED DIRECTLY IN EXPENSES (147,081) 174,325

Transfers to the separate income statement

For Cash flow hedges 26,497 112,128

Full and proportionate 33,837 144,775

Equity method 4,016 15,408

Tax effect (11,356) (48,055)

For actuarial gains and losses and other adjustments 56,832 (79,978)

Entities accounted for used the equity method.

TOTAL TRANSFERS TO THE SEPARATE INCOME STATEMENT 83,329 32,150

TOTAL COMPREHENSIVE INCOME (1,040,504) (1,395,652)

Attributed to the parent company (1,067,061) (1,378,271)

Attributed to minority shareholders 26,557 (17,381)

Consolidated statement of comprehensive income at December 31 of 2012 and 2011

Notes 1 to 41 and Appendices I and II form an integral part of this consolidated statement of comprehensive income.

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Statement

Thousands of euros

Note 2012 2011 (Restated)*

Pre-tax profit (loss) from continuing and discontinued activities (1,362,519) (2,141,718)

Pre-tax profit (loss) from continuing activities (1,365,588) (2,146,484)

Pre-tax profit (loss) from discontinued activities 4 3,069 4,766

Amortisation 5, 6, 7 and 8 187,442 185,460

Impairment of goodwill 0 18,230

Provisions 364,331 105,018

Recognition of grants (6,118) (15,038)

Profit (loss) from companies recognised with the equity method 10 869,356 671,931

Financial result 31 450,424 564,451

Profit (loss) on disposal of assets 120 1,124,955

Funds from Operations 503,036 513,289

Stock 325,452 189,239

Working capital (515,812) (273,527)

Variation in Net Working Capital (190,360) (84,288)

Net Cash Flows from Operating Activities 312,676 429,001

Investments in property, plant and equipment and intangible assets (94,042) (103,635)

Investments in real estate projects (11,557) (13,621)

Investments in real concession projects (78,751) (339,174)

Investments in receivables from concessions (217,887) (230,758)

Investments in financial fixed assets (65,371) (161,487)

Disinvestments in property, plant and equipment and intangible assets 41,287 38,524

Disinvestments in real estate project 63,424 482

Disinvestments in concession projects 242,568 237,842

Disinvestments in receivables from concessions 281,396 161,246

Disinvestments in financial fixed assets 25,125 2,657,829

Interest received 42,376 47,549

Dividends received 137,174 256,510

Net Cash Flows from Investment Activities 365,742 2,551,307

Increase in financial debt 572,578 522,302

Reduction in financial debt (817,135) (3,108,894)

Interest paid (454,784) (674,308)

Variation in Financial Debt (699,341) (3,260,900)

Capital increase 19 0 96,101

Dividends paid (170) (40,843)

Acquisition/Disposal of treasury shares 620 (3,257)

Variation in own financing 450 52,001

Other Sources of Financing 61,390 29,296


Net Cash Flows from Financing Activities (637,501) (3,179,603)

VARIATION IN CASH AND CASH EQUIVALENTS 40,917 (199,295)

Balance at the beginning of the period 18 584,420 783,715

Balance at the end of the period 18 625,337 584,420

Consolidated statement of cash flows at December 31 of 2012 and 2011

(*) As indicated in Note 3, the separate consolidated income statement at December 31 2011 has been restated.Notes 1 to 41 and Appendices I and II form an integral part of this consolidated statement of cash flows.

Consolidated statement of changes in equity at December 31 of 2011 and 2012

Net equity attributed to the parent company Non-contro-lling interest

Totalnet equity

Equity

Unrealised gains

(losses) reserveThousands of euros Capital

Issue premium Reserves

Own shares and equity

instruments

Profit(loss)for the year

attributed to parent company

Other net equity

instruments

FINAL BALANCE AT 31-DEC10 394,152 457,582 3,054,397 (55,769) 204,414 0 (344,372) 80,749 3,791,153

ADjUSTED INITIAL BALANCE 394,152 457,582 3,054,397 (55,769) 204,414 0 (344,372) 80,749 3,791,153

Total income/ (expenses) recognised 0 0 0 0 (1,604,131) 0 225,860 (17,381) (1,395,652)

Operations with shareholders or owners 28,446 80,084 (12,570) (3,257) 0 (40,843) 0 0 51,860

Capital Increases /(Reductions) 28,446 80,084 (12,429) 0 0 0 0 0 96,101

Distribution of dividends 0 0 (141) 0 0 (40,843) 0 0 (40,984)

Transactions with own shares and equity instruments (net) 0 0 0 (3,257) 0 0 0 0 (3,257)

Other variations in net equity 0 0 321,353 0 (204,414) 0 (3) (16,016) 100,920

Transfers between items of net equity 0 0 204,414 0 (204,414) 0 0 0 0

Other variations 0 0 116,939 0 0 0 (3) (16,016) 100,920

FINAL BALANCE AT 31-DEC11 422,598 537,666 3,363,180 (59,026) (1,604,131) (40,843) (118,515) 47,352 2,548,281

Net equity attributed to the parent company Non-contro-lling interest

Totalnet equity

Equity

Unrealised gains

(losses) reserveThousands of euros Capital

Issue premium Reserves

Own shares and equity

instruments

Profit(loss)for the year

attributed to parent company

Other net equity

instruments

FINAL BALANCE AT 31-DEC11 422,598 537,666 3,363,180 (59,026) (1,604,131) (40,843) (118,515) 47,352 2,548,281

ADjUSTED INITIAL BALANCE 422,598 537,666 3,363,180 (59,026) (1,604,131) (40,843) (118,515) 47,352 2,548,281

Total income/ (expenses) recognised 0 0 0 0 (977,536) 0 (89,525) 26,557 (1,040,504)

Operations with shareholders or owners 21,130 0 (32,597) 11,467 0 0 0 0 0

Capital Increases /(Reductions) 21,130 0 (21,130) 0 0 0 0 0 0

Transactions with own shares and equity instruments (net) 0 0 (11,467) 11,467 0 0 0 0 0

Other variations in net equity 0 0 (1,651,080) 0 1,604,131 40,843 0 (25,515) (31,621)

Transfers between items of net equity 0 0 (1,644,974) 0 1,604,131 40,843 0 0 0

OTHER VARIATIONS 0 0 (6,106) 0 0 0 0 (25,515) (31,621)

FINAL BALANCE AT 31-DEC12 443,728 537,666 1,679,503 (47,559) (977,536) 0 (208,040) 48,394 1,476,156

Notes 1 to 41 and Appendices I and II form an integral part of this consolidated statement of changes in equity.

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Statement

Consolidated Statements Financial year 2012

1 Activities of Sacyr Vallehermoso

The Sacyr Vallehermoso Group comprises the Parent company Sacyr Vallehermoso S.A. and its subsidiaries and associates, listed in Appendix I. Sacyr Vallehermoso, S.A. (a Spanish company) arose from the merger by absorption of Sacyr Group, S.A. into Vallehermoso, S.A. in 2003, as de-tailed in the 2003 financial statements.

The registered office of the Parent company is Paseo de la Castellana, 83-85. The Parent company is entered in the Madrid Mercantile Register volume 1884, folio 165, sheet M-33841, entry 677, and its tax identification number is A-28013811.

The corporate purpose of the parent company, Sacyr Vallehermoso S.A., is:

a. The acquisition and construction of urban property for rent or disposal.

b. The renovation of buildings for subsequent rent or sale.

c. The purchase and sale of land, building rights and urban development lots, as well as mana-gement of planning administration, land transformation, development of urban infrastructure, division into lots, subdivision, compensation, etc., and, in some cases, subsequent construc-tion of buildings, with involvement in the entire urban development process through to cons-truction.

d. The administration, conservation, maintenance and, in general, all activities related to the pro-vision of urban facilities and services and the associated land, infrastructure, civil engineering works and other urban facilities provided for by local planning stipulations, either on the Com-pany’s own behalf or for third parties, and the provision of architecture, engineering and urban development services relating to the urban lots or their ownership.

e. The provision and sale of all types of services and supplies relating to communications, IT and power distribution networks, as well as collaboration in the marketing and brokerage of insurance, security services and transport services, either on the Company’s own behalf or for third parties.

f. The management and administration of shopping centres, senior citizen homes and centres, hotels and tourist and student accommodation.

g. The contracting, management and execution of all kinds of construction work in the broadest sense, both public and private, including roads, water supply projects, railways, port facilities, buildings, environmental projects and in general all activities related to construction.

h. The purchase, administration, management, development, operation through rental or any other method, as well as the construction, purchase and sale of all types of properties, and consultancy in any of the above activities.

i. The development of all types of engineering and architectural projects, as well as the manage-ment, oversight and advisory services on the execution of all types of construction work.

j. The acquisition, holding, exploitation, administration and sale of all kinds of securities on the Company’s own behalf, except for those activities reserved by law, and specifically by the Spanish Securities Market Act, to other types of entities.

k. The management of public water supply, sewer systems and sewage works.

l. The management of all types of concessions, subsidies and administrative permits for projects, services and endeavours awarded to the Company by the central, regional, provincial and local governments, and investment in the capital of companies responsible for such concessions.

m. The operation of mines and quarries and the sale of the products extracted.

n. The manufacture, purchase, sale, import, export and distribution of equipment, and the insta-llation of construction equipment and materials or other items for use in construction.

o. The acquisition, exploitation in any form, sale, transfer and disposal of all types of intellectual property and patents, and other kinds of industrial property.

p. The manufacture and sale of prefabricated and other products related to construction.

q. The management of Spanish and foreign subsidiaries and holdings in companies, by means of participation in the governing bodies. The strategic and administrative management of subsi-diaries in Spain and abroad, together with consultancy on legal, financial, accounting, labour, budgetary, financial, fiscal, commercial and computer-related issues of these companies.

The Company may carry out any of the activities comprised in its corporate purpose directly or indirectly through equity investments in other entities or companies sharing similar or identical corporate purposes.

Appendix I provides a list of the subsidiaries that compose the Sacyr Vallehermoso Group, their activities and registered addresses, and the percentage interest held by the Group.

2 Scope of consolidation and subsidiaries

For the purposes of preparing the consolidated financial statements, the companies that compo-se the Group are classified as follows:

a) Subsidiaries: legally independent companies that form a single economic unit with a unified management strategy and over which the Group exercises effective direct or indirect control.

b) Joint ventures: companies that are managed in conjunction with one or more non-Group investors.

c) Associates: companies over which one or more Group companies have significant manage-ment influence.

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Statement

a Consolidated companies

Subsidiaries have been fully consolidated, such that all the assets, rights and liabilities of subsi-diaries are included in the consolidated statement of financial position of Sacyr Vallehermoso, S.A. and all the income and expenses used to determine the subsidiaries’ results are included in the separate consolidated income statement.

Joint ventures have been proportionately consolidated, such that all the assets, rights and liabi-lities of joint ventures are included in the consolidated statement of financial position of Sacyr Vallehermoso, S.A. and all the income and expenses used to determine the joint venture’s results are included in the separate consolidated income statement, both in proportion to the Group’s interest in the specific joint venture.

Associates have been accounted for using the equity method. Under this method, an investment in an associate is initially recognised at cost and its carrying amount is then increased or de-creased to reflect the Group’s s share in the profit or loss of the associate for the year, since the acquisition date. In the event of changes recognised directly in the associate’s equity, the Group recognises its share of these changes directly in its own equity.

a1 2011

Auditors’ reports for the following companies, even though they had been audited by an auditor other than the statutory auditor, were unavailable at the date these consolidated financial state-ments were prepared: M-Capital, S.A., Aplicaçao Urbana, S.A., Eurolink, S.C.P.A., Autopista Madrid Sur, S.A., Autopistas de Levante, S.L., Boremer, S.A., Metrofangs, S.L., Suardiaz Servicios Marítimos de Barcelona, S.L., Gesfontesta, S.A., Erantos, S.A., Sofetral, S.A., Prosacyr Ocio, S.L., Prinur, S.A.U., Obras y Servicios de Galicia, S.A., Bardiomar, S.L., Camarate Golf, S.A., Build 2 Edifica, S.A., Hospi-tal de Majadahonda, S.A., Hospital Majadahonda Explotaciones, S.L., Tenemetro, S.L., SyV Mexico Holding, S.A., SyV Servicios Mexico, S.A., Accesos de Madrid, S.A., Autopistas del Valle, S.A., Au-topista del Sol, S.A., Sacyr Concessions Ireland Ltd, N6 Operations Ltd, N6 Concessions Holding, Ltd, N6 Concessions Ltd, M50 Concessions Holding, Ltd, M50 Concessions Ltd, Constructora San José-Caldera, S.A., Valdemingómez 2000, S.A., Biorreciclaje de Cádiz, S.A., Parque Eólico La Soto-nera, S.L., Itinere Infraestructuras, S.A., Metro de Sevilla, S.A., Aeropuerto de la Región de Murcia, S.A., Tecnológica Lena, S.L., Nodo di Palermo, S.P.A., SIS, S.P.A. and Superestrada Pedemontana Veneta, S.R.L.

The companies: Constructora del Magdalena Medio, S.A., Dareling, S.A., Echezarreta, AIE, Comer-cializadora de Oficinas en Pozuelo, S.A., Castellana Norte, S.A., Proixample, S.A., Biothys, S.L., S.A., Agroconcer, S.A., Emmasa Servicio al Cliente, S.L.U., Emmasa Operaciones, S.L.U., Emmasa Ingenie-ría y Consultoría, S.L.U., Servicio de Estacionamiento Regulado, S.L., Tecnologías Medioambienta-les Asturianas, S.L., Sílices Turolenses, S.A. were excluded from the scope of consolidation as the overall impact of their consolidation was insignificant.

Items on the consolidated statement of financial position and separate consolidated income sta-tement of the most significant consolidated foreign companies have been translated into euros at the following exchange rates:

a2 2012

Companies included within the scope of consolidation for these financial statements are listed in Appendix I, along with details of the ownership interest held by the Group, the consolidation method used, their classification group, activity, registered office and other information.

Auditors’ reports for the following companies, even though they had been audited by an auditor other than the statutory auditor, were unavailable at the date these consolidated financial sta-tements were prepared: Prinur, S.A., Obras y Servicios de Galicia y Asturias, S.A., SIS, S.c.p.A., NdP, S.c.p.A., Eurolink, S.c.p.A., N6 Construction Ltd, M50 D & C Ltd, Constructora San José – Caldera CSJC, S.A., Grupo Unido por el Canal, S.A., M-Capital, S.A., Aplicaçao Urbana, S.A., Camarate Golf, S.A., Somague Inmobiliaria, S.A., SyV Mexico Holding, S.A. de C.V., SyV Servicios Mexico, S.A. de C.V., Tenemetro, S.L., Sacyr Concessions Ltd, N6 Concession Holding Ltd, Sercanarias, S.A., Biorre-ciclaje de Cádiz, S.A., Parque Eólico La Sotonera, S.L., Valdemingómez 2000, S.A., Metrofang, S.L. and Suardíaz Servicios Marítimos de Barcelona, S.L.

The companies: Echezarreta, AIE, Comercializadora de Oficinas en Pozuelo, S.A., Castellana Norte, S.A., Biothys, S.L., S.A., Agroconcer, S.A., Servicio de Estacionamiento Regulado, S.L., Tecnologías Medioambientales Asturianas, S.L., Sílices Turolenses, S.A. were excluded from the scope of con-solidation as the overall impact of their consolidation was insignificant.

Items on the consolidated statement of financial position and separate consolidated income sta-tement of the most significant consolidated foreign companies have been translated into euros at the following exchange rates:

2011

Exchange rate Mean Close

US Dollar / euro 1.3924 1.2960

Australian Dollar / euro 1.3483 1.2636

Chilean peso / euro 672.68 673.28

Libyan dinar / euro 1.7026 1.6287

Mexican peso / euro 18.0519 16.5092

Brazilian Real / euro 2.3276 2.4195

Mozambican new metical / euro 40.380.21 35.162.16

Angolan Kwanza / euro 130.4925 122.8190

Algerian dinar / euro 101.4441 97.6518

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Statement

2012

Exchange rate Mean Close

US Dollar / euro 1.2859 1.3197

Australian Dollar / euro 1.2418 1.2710

Chilean peso / euro 625.19 631.80

Libyan dinar / euro 1.6155 1.6658

Mexican peso / euro 16.9075 17.0588

Brazilian Real / euro 2.5113 2.7074

Mozambican new metical / euro 36.321.38 39.203.56

Angolan Kwanza / euro 122.6060 126.4810

Algerian dinar / euro 100.0400 104.0102

Peruvian new sol / euro 3.3912 3.3671

Colombian peso / euro 2.310.49 2.331.96

Bolivian bolivar / euro 8.9616 9.19

Indian rupee / euro 68.6729 72.5400

Riyal Qatari / euro 4.6806 4.8080

b Changes in the scope of consolidation

The Group files all relevant notices when its interest in any of its subsidiaries exceeds 10% and on any subsequent acquisitions of more than 5%.

b1 2011

b.1. Business combinations and other acquisitions or increases in interests in subsi-diaries, joint ventures and/or associates

- On 25 January 2011, the Chilean company Sacyr Chile, S.A.U. established Sacyr Agua Santa, S.A., whose corporate purpose is to build the main road to and dumpsites in Rajo Sur; it holds a 50% stake and made an investment of 36,901.46 euros.

- On 3 February 2011, the Spanish company Claudia Zahara 22, S.L. carried out a capital increase as a result of which Vallehermoso División Promoción, S.A.U. increased its ownership interest by 4.22%. Indirectly, it also increased its interest in Cortijo del Moro, S.A. by the same percentage. At December 31 2011, its ownership interest was 49.59%, and its final investment stood at 10,730,312 euros.

- On 24 February 2011, Hidroandaluza, S.A. established Waste Resources, S.L., a Spanish company, with the corporate purpose of performing managerial, maintenance and cleaning work related to all kinds of projects; it holds a 100% stake and its investment stands at 3,000 euros.

- On 11 March 2011, Sacyr Industrial, S.L. (formerly Valoriza Energía S.L.) established Biobal Ener-gía, S.L., the corporate purpose of which is to generate electricity through biomass combustion; at December 31 2011 it held a 51% stake and had made an investment of 1,582 euros.

- On 21 March 2011, Waste Resources, S.L. purchased 17.56% of Ecotrading 360, S.L. for 528 euros. The corporate purpose of the latter is to buy and sell waste for recycling; at December 31 2011, the company’s total shareholding is 62% and it has made an investment of 1,864 euros.

- On 23 March 2011, Sacyr Concesiones, S.L.U. established Hospitales Concesionados, S.L.U., a Spanish company whose corporate purpose is to construct, perform maintenance on and opera-te hospital infrastructure. At December 31 2011, Sacyr Concesiones held a 100% stake and its investment stood at 18,000 euros.

- On 27 April 2011, Valoriza Servicios Medioambientales, S.A. increased its ownership interest in Surge Ambiental, S.L.U. by 50%, with an investment of 68,466 euros, and at December 31 2011 it raised its interest to 100%.

- On 13 June 2011, the Testa Inmuebles en Renta, S.A. real estate company, through a tender offer for shares submitted to the Autorité des Marchés Financiers (Financial Market Authority; AMF), acquired 295,485 shares of the French company Tesfran, S.A., raising its ownership interest to 0.886%, with an investment of 6,207,592 euros. Its final percentage at December 31 2011 was 99.992%.

- On 29 June 2011, Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. carried out three capital increases through which Sacyr Concesiones, S.L.U., increased its ownership interest by 0.665% and its investment by 1,660,870 euros. Its interest at December 31 2011 stood at 60.665%.

- On 21 June 2011, the concessionaires Itínere Infraestructuras, S.A. carried out a capital reduction through a redemption of shares. Sacyr Vallehermoso, S.A. thus raised its ownership interest in the company by 0.024%, giving it a final ownership percentage at December 31 2011 of 15.479%.

- On 19 September 2011, there was a merger between Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.) (absorbing company) and Aurentia, S.A.U. and Sacyr Vallehermoso Participaciones, S.L.U. (absorbed companies).

- On 28 September 2011, Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.) and Cavosa, S.A. esta-blished Sacyr India Infra Projects Private Limited, the corporate purpose of which is to execute and perform maintenance on all types of works and construction. They hold ownership interests of 99.98% and 0.02%, and their investment stands at 360,555 euros and 72 euros, respectively.

- On 28 September 2011, Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.)and Cavosa, S.A. esta-blished Sacyr Peru, S.A.C., the corporate purpose of which is to execute and perform maintenan-ce, on all types of works and construction. They hold ownership interests of 99.99% and 0.01%, and their investment stands at 43,181 euros and 4 euros, respectively.

- On 14 October 2011, Sacyr Concesiones Chile, S.A. and Sacyr Chile, S.A.U. established Socie-dad Concesionaria Valles del Bio Bio, S.A., the corporate purpose of which is to build and con-duct maintenance on the Concepción – Cabrero motorway, a public works project. They hold ownership interests of 94.367% and 5.633%, and their investments stand at 48,304,999 and 2,883,880 euros, respectively.

- On 14 October 2011, Sacyr Concesiones Chile, S.A. and Sacyr Chile, S.A.U. established Sociedad Concesionaria Rutas del Desierto, S.A., the corporate purpose of which is to build and conduct maintenance on the alternatives road to Iquique, a public works project. They hold ownership interests of 90.667% and 9.333% and their investments stand at 27,396,865 and 2,883,880 euros, respectively.

- On 15 December 2011, there was a merger between Claudia Zahara 22, S.L. (absorbing com-pany) and Cortijo del Moro, S.A. (absorbed company).

20 21


Statement

- On 20 December 2011, there was a merger between Vallehermoso División Promoción, S.A.U. (absorbing company) and Habitat Baix, S.L. (absorbed company).

- On 3 December 2011, the construction company, Sacyr Colombia, S.A., was included in the sco-pe of consolidation. Its corporate purpose is to handle contracting for, manage, and execute all types of projects and construction work. Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.), the Parent, holds a 100% stake and its investment stands at 2,747,144 euros.

b.2. Decrease in interests in subsidiaries, joint ventures and/or associates, and other similar transactions.

- On 3 February 2011, Autopista del Guadalmedina Concesionaria Española, S.A., whose corpo-rate purpose is the construction and operation of the Alto de las Pedrizas-Málaga stretch of the AP-46, carried out a capital increase which was not subscribed by Sacyr Vallehermoso, S.A., whose interest consequently fell from 100% to 70%.

On the same date, 30% of Autopista del Guadalmedina Concesionaria Española, S.A., was sold for 16,719,285 euros. At December 31 2011 its ownership interest stood at 40%.

- On 21 March 2011, the wholly owned Compañía Energética Barragua, S.L. was sold for 25,671 euros. The Group had held a 100% interest in the same.

- On 27 April 2011, the development company Nova Benicalap, S.A. was dissolved. The Group had held a 22.50% interest in the same.

- On 23 May 2011, the wholly owned development company Navinca, S.A. was dissolved. The Group had held a 100% interest in the same.

- On 13 July 2011, Cavosa Agecomet, S.A., a construction company, was dissolved. The Group had held a 60% interest in the same.

- On 28 July 2011, Aparcamiento Recadero, A.I.E. was sold for 1,100,000 euros. The Group had held a 50% interest in the same.

- On 5 December 2011, 49% of Sociedad Concesionaria Rutas del Desierto, S.A. was sold. Sacyr Chile, S.A.U. sold all of its shares and Sacyr Concesiones Chile, S.A. sold 39.667% of its shares, for a total sum of 14,837,565 euros. On December 31 2011 Sacyr Concesiones Chile, S.A. held a 51% ownership interest in Sociedad Concesionaria Rutas del Desierto, S.A.

- On 5 December 2011, 49% of Sociedad Concesionaria Valles del Bio Bio, S.A. was sold. Sacyr Chile, S.A.U. sold all of its shares and Sacyr Concesiones Chile, S.A. sold 43.366% of its shares for a total amount of 25,082,551 euros. At December 31 Sacyr Concesiones Chile, S.A. held a 51% ownership interest.

- On 20 December 2011, the wholly owned construction company Sacyr Italia S.P.A. was dissol-ved. The Group had held a 100% interest in the same.

- On 20 December 2011, 10% of Repsol, S.A. was sold for 2,571,871 thousand euros. At Decem-ber 31 2011 the Group held a 10.01% interest.

b2 2012

b.1. Business combinations and other acquisitions or increases in interests in subsi-diaries, joint ventures and/or associates

- On 2 January 2012, Valoriza Agua, S.L. established Valoriza Chile, S.P.A., the corporate purpose of which is the construction, maintenance and operation of all manner of energy, waste and wastewater treatment plants. It holds a 100% stake and its investment stands at 67,770 euros.

- 20 March 2012 , Sacyr Industrial, S.L. established Iberese Bolivia, S.R.L., whose corporate pur-pose is to construct, perform maintenance on and operate mechanical, hydraulic, oil and gas pipleline installations. It holds a 100% stake and its investment stands at 16,255 euros.

- On 28 March 2012, Sacyr Chile, S.A. and Valoriza Chile, S.P.A. established Sacyr Valoriza Chile, S.A., whose corporate purpose is the administration and construction of all work required for the provision of the Mantoverde desalination plant in Chile. They hold stakes of 50% , respec-tively, and their investments stand at 39,401 euros, respectively.

- On 22 May 2012, the Chilean companies Sacyr Concesiones Chile, S.A. and Sacyr Chile, S.A. established Sociedad Concesionaria Ruta del Algarrobo, S.A., whose corporate purpose is the construction, maintenance and operation of the public work named Concesión Ruta Cinco Norte, Serena-Vallenar stretch. They hold stakes of 93.30% and 6.7%, respectively, and their investments stand at 43,800,760 euros and 3,145,392 euros, respectively.

- On 1 June 2012, Sacyr Concesiones, S.L. increased its ownership interest in Autovía del Bar-banza, Concesionaria de la Xunta de Galicia, S.A. by 10% with an investment of 1,181,576 euros.

- On 3 June 2012, Sacyr Construcción, S.A. established Sacyr Qatar, LLC, whose corporate purpo-se is the conduct of all manner of civil work in Qatar. It holds a 49% stake and its investment stands at 521,494 euros.

- On 27 December 2012, there was a merger between Sacyr Industrial, S.L. (absorbing company) and Iberese, S.A. (absorbed company).

- On 12 December 2012, there was a merger between Vallehermoso División Promoción, S.A.U. (absorbing company) and Iparan Promociones Inmobiliaria, S.L. (absorbed company).

- On 22 November 2012, Itinere Infraestructuras, S.A. carried out a capital increase as a result of which Sacyr Concesiones, S.L. increased its ownership interest by 0.028%; at December 31 its ownership interest was 15.5069%.

During 2012, the Group recorded increases in the ownership interest in various subsidiaries, even when these have not yet been acquired, on the basis of the following put options issued for minority shareholders:

22 23


Statement

- With regard to Sociedad Concesionaria del Aeropuerto de la Región de Murcia, S.A., in which the Group holds a stake of 60,665%, on 25 September 2012, the put option agreed with Inprisma was exercised, entailing the recording of an increase in the stake of 6.666% in anti-cipation of the future acquisition.

Put options have also been registered on shares representing 20% of the company in favour of the minority shareholders, Banco Mare Nostrum (6.667%), Banco CAM (6.667%), Infu Ca-pital, SCR (6,.667%). These options are exercisable six months after the year-end of the first financial year after the approval date for the commissioning of the airport.

Accordingly, at year-end 2012, the Group recorded a holding of 87.331% in this company. This

increase takes into account the possible future acquisition. - With regard to Autovía del Barbanza Concesionaria de la Xunta de Galicia, S.A., in which the

Group holds a stake of 90%, a put option has been registered on actions representing 10% of the company’s capital in favour of CXG Corporación Novacaixagalicia. This option will be exercisable from 31 May 2015 to 31 May 2016.

Accordingly, at year-end 2012, the Group recorded a 100% stake in this company. This increa-se takes into account the possible future acquisition.

b.2. Decrease in interests in subsidiaries, joint ventures and/or associates, and other similar transactions

- On 12 January 2012, Central Térmica la Torrecilla, S.A. was dissolved. The Group had held a 50% interest in the same.

- On 17 January 12, Prinur Centroamérica, S.A. was dissolved. The Group had held a 99.17% interest in the same.

- On 17 April 2012, Gicsa Zona Verde y Paisajismo, A.I.E. was dissolved. The Group had held a 31% interest in the same.

- On 29 June 2012, the 11% stake in the Italian company SIS, S.C.P.A. was sold; at December 31 the Group held a stake of 49% ; the stakes in NDP, S.C.P.A. and Pedemontana Veneta, S.R.L. also decreased indirectly; on December 31 the Group held stakes of 48.90% and 49%, respectively.

- On 1 July 2012, the Portuguese concessionaire Autoestrada Do Marao was excluded from the scope of consolidations owing to loss of control over the same; the stake held was 54%. Ex-clusion from the scope resulted from the loss of control over the same, insofar as Somague Concessoes requested the cancellation of the contract with the Portuguese administration, and from the moment at which the creditors acquired an active role in the company’s opera-tional and financial governance .

- On 4 July 2012, a 45% stake in the concessionaire Autovía del Arlanzón, S.A. was sold; at De-cember 31 the Group holds a stake of 55%.

- On 5 July 2012, the rights arising from the capital increase conducted by Repsol, S.A. were sold for 66,600 thousand euros. This transaction resulted in a decrease in the stake held, falling from 10.01% to 9.728% at December 31.

- On 18 July 2012 the development company Promociones Residenciales Sofetral, S.A. was dis-solved. The Group had held a 30% interest in the same.

- On 27 July 2012 Build2Edifica, S.A. was sold. The Group had held a 6.16% interest in the same.

3 Basis of presentation and consolidation

a Basis of presentation

The Parent company’s directors have prepared these consolidated financial statements in ac-cordance with International Financial Reporting Standards as adopted by the European Union.

a.1 Standards and interpretations adopted by the European Union applicable in 2012

The accounting policies used to prepare the consolidated financial statements for the year en-ded December 31 2012 are the same as those applied in the year ended December 31 2011, except for the following standards and interpretations, which are applicable for annual periods beginning on or after 1 January 2012, inclusive:

• Amendments to IFRS 7 “Disclosures – Transfers of financial assets” The IASB published the amendments to IFRS 7 to improve disclosure on financial assets that

have been transferred. If the transferred assets are not derecognised in their entirety in the consolidated financial statements, the company must disclose information to help users of financial statements understand the relationship between these assets, which have not been derecognised, and the associated liabilities. If the assets have been derecognised in their entirety, but the company continues to have an involvement, the disclosures must make it possible to evaluate the nature and risks associated with the entity’s continuing involvement. These amendments are applicable to annual periods beginning on or after 1 July 2011. The Group has no assets with these characteristics, due to which there was no impact on the submission of these consolidated financial statements.

a.2 Standards and interpretations adopted by the European Union but whose appli-cation is not mandatory for this year.

None of the published standards, interpretations or amendments that have yet to come into force were applied in advance by the Group.

At the date of publication of these consolidated financial statements the following standards, amendments and interpretations had been published by the IASB, and approved by the Euro-pean Union, but application was not yet mandatory:

24 25


Statement

• Amendment to IAS 1 “Presentation of Items of Other Comprehensive Income” The amendments to IAS 1 alter the grouping of the items presented in other comprehensive

income. Those items which at some moment in the future may be reclassified (or “recy-cled”) to the income statement shall be presented separately from those items which will never be reclassified. This amendment only affects presentation and has no bearing on the Group’s financial position or results. It is applicable to annual periods beginning on or after 1 July 2012.

• Revised IAS 19 “Employee Benefits” The amendments range from fundamental changes, such as the corridor approach and the

concept of expected returns on plan assets, to simple clarifications and the revision of the wording. The Group has voluntarily changed its accounting policy this year to recognise actuarial gains and losses in other comprehensive income. Nonetheless, this will affect net benefit expenses, since the expected returns on plan assets will be calculated with the same interest rate as that applied to calculate the benefit obligations. These modifications will be applicable to annual periods beginning on or after 1 January 2012. After analy-sing the impact that the application thereof would have on these financial statements, the Group estimates that it would be negligible.

• IFRS 10 “Consolidated Financial Statements” FRS 10 establishes a single control model to be applied to all entities, including those with

a special purpose. The amendments introduced by IFRS 10 require the Management to make important judgements to determine which companies are controlled and, thus, must be consolidated by the Parent Company, in comparison with those requirements which were described in IAS 27. Based on the preliminary analysis conducted, this standard is not expected to have any bearing on the Group’s current investments. IFRS 10 is applicable to annual periods beginning on or after 1 January 2014.

• IFRS 11 “Joint Arrangements” FRS 11 eliminates the option of recognising controlled companies jointly using the pro-

portionate consolidation method. Instead, jointly controlled undertakings, which comply with the definition of merged entity, must be recognised using the equity method. The application of this new regulation will have an impact on the Groups financial statement with the elimination of the proportionate consolidation of business. A list of companies consolidated by the proportionate method in 2011 and 2012 is given in note 11.

• IFRS 12 “Disclosure of Involvement with Other Entities” IFRS 12 includes all those disclosures which previously appeared in IAS 27 relating to con-

solidated financial statements, as well as all those which previously appeared in IAS 31 and IAS 28. These disclosures refer to holdings in subsidiaries, joint agreements, associates and structured entities. It also requires additional disclosures, but will have no bearing on the Group’s financial position or results. This regulation comes into force for annual periods beginning on or after 1 January 2014.

• IFRS 13 “Fair Value Measurement” IFRS 13 establishes a single guide for all fair value valuations in accordance the IFRS. IFRS

13 does not change when the use of fair value is required; rather it is a guide to determi-ning fair value in accordance with the IFRSs whenever required or permitted. The Group is currently assessing the impact this new regulation will have on the Group’s financial posi-tion and results, but based on preliminary analyses, no significant impact is expected. This standard comes into force for annual periods beginning on or after January 2013.

• Revised IFRS 28 “Investments in Associates and Joint Ventures” This standard now also describes the application of the equity method to joint ventures,

as well as to associates. It will come into force for annual periods beginning on or after January 2014.

• IFRIC 20 “Stripping costs in the production phase of a surface mine” This interpretation applies to the costs of waste (stripping) incurred during the production

phase in surface mines. The interpretation establishes the recognition of income from stri-pping activity. The interpretation comes into force for annual periods beginning on or after 1 January 2012. This new interpretation will have no bearing whatsoever on the Group.

• Amendment to IAS 32 “Offsetting financial assets and financial liabilities” These amendments clarify the meaning of “in possession of a legal right to set off”. The-

se amendments also clarify the application of offsetting criteria in cancellation systems (such as centralised cash systems) which apply offsetting mechanisms on gross amounts for items not arising simultaneously. These modifications are not expected to have any bearing of the Group’s financial position and results, and will come into force for annual periods beginning on or after 1 January 2014.

• Amendment to IFRS 7 “Disclosures - Offsetting financial assets and financial liabilities” These amendments require the disclosure of information on rights of set-off (for example,

collateral agreements). The disclosures will provide users with useful information for eva-luating the effect of recognising these agreements for net amounts in the entity’s financial statement. The new disclosures are obligatory for all those financial instruments which have been offset pursuant to IAS 32. These amendments are not expected to have any impact on the Group’s financial position and results, and they come into force for annual periods beginning on or after 1 January 2013

• Amendment to IAS 12 “Deferred tax - Recovery of underlying assets” This amendment clarifies the calculation of deferred tax on real estate investments recor-

ded at fair value, and it introduces the presumption that deferred taxes on real estate in-vestments valued using the fair value model described in IAS 40 should be determined on the basis that their book value is recovered through the sale thereof. It also introduces the requirement that deferred tax on non-depreciable assets valued using the revaluation method described in IAS 13 always be calculated on the basis of the sale of said assets. The amendment comes into effect for annual periods beginning on or after 1 January 2013, and will have not impact on the Group’s financial position, results or disclosures.

The Group intends to adopt these norms, modifications and interpretations when they come into force.

a.3 Standards and interpretations, published by the IASB and adopted by the Euro-pean Union but not yet in force

At the date of publication of these financial statements the following standards, amendments and interpretations had been published by the IASB, but application was not yet mandatory and they had not yet been approved by the European Union:

• IFRS 9 “Financial Instruments”: Applicable to annual periods beginning on or after 1 January 2015 for the IASB.

• Improvements to the IFRS: Applicable to annual periods beginning on or after 1 January 2013 for the IASB.

• Amendments to IFRS 9 and IFRS 7 “Date of mandatory application and disclosures during transition”: Applicable to annual periods beginning on or after 1 January 2015 for the IASB.

• Amendments to IFRS 10, IFRS 11 and IFRS 12 “Transition guidelines”: Applicable to annual periods beginning on or after 1 January 2013 for the IASB.

• Amendments to IFRS 10, IFRS 11 and IFRS 27 “Investment bodies”: Applicable to annual periods beginning on or after 1 January 2014 for the IASB.

26 27


Statement

The Group is currently analysing the impact that these standards, amendments and interpreta-tions will have. Based on the analyses carried out thus far, the Group estimates that their applica-tion will have no significant impact on the consolidated financial statements in the initial period of application except as indicated in these explanatory notes.

The 2012 individual financial statements of each Group company will be presented for approval at the respective General Shareholders’ Meetings within the periods established by prevailing legislation. The present consolidated financial statements for the Sacyr Vallehermoso Group for 2012 were prepared by the Parent Company’s Board of Directors on 26 March 2012. The Parent Company’s Board of Directors is expected to approve the same without modifications.

Unless stated otherwise, the figures in these consolidated financial statements are shown in thousands of euros, rounded to the nearest thousand.

b Comparative information

For comparison purposes, these consolidated financial statements include figures at the pre-vious year’s reporting date in the statement of financial position, in the separate consolidated income statement, in the consolidated statement of comprehensive income, in the consolidated statement of changes in equity and in the consolidated statement of cash flows. Notes to items on the separate consolidated income statement and consolidated statement of financial position show comparative information for the previous year’s close.

For comparison purposes this year’s information with that of 2011, the separate consolidated income statement has been homogenised as a result of applying IFRS 5 (Non-current assets held for sale).

In July 2012, Sacyr Vallehermoso sold 45% of the shares in its holding in a concessionary asset from the portfolio of Sacyr Concesiones, Autovía del Arlanzón, S.A.

Net income and expenses from taxes corresponding to the concessionary assets up until loss of control are presented separately under “Profit for the year from discontinued operations “ in the separate consolidated income statement at year-ends 2011 and 2012.

To this end, and for the purposes of presenting these consolidated annual financial statements, the figures for 2011 have been consolidated to incorporate the effects of applying IFRS 5:

Thousands of euros

2011 Audited 2011 Restated♠

Revenues 3,949,430 3,820,246

Work undertaken by the company on fixed assets 22,513 22,513

Other operating income 261,232 260,896

Recognition of capital grants 15,038 15,038

TOTAL OPERATING INCOME 4,248,213 4,118,693

Variation in stock (161,329) (161,329)

Supplies (1,817,490) (1,817,490)

Personnel costs (738,912) (738,493)

Gain (loss) on disposal of real estate (80) (80)


Impairment of goodwill on consolidation (18,230) (18,230)

Variation in trade provisions (108,857) (107,769)

Variations in provisions tangible and intangible fixed assets and portfolio 2,751 2,751


TOTAL OPERATING EXPENSES (4,027,374) (3,903,840)

OPERATING INCOME 220,839 214,853

INCOME FROM ASSOCIATES (671,931) (671,931)

PROFIT (LOSS) ON DISPOSAL OF REAL ESTATE (1,124,955) (1,124,955)

Income for other marketable securities and fixed asset loans 19,998 19,998

Other interest and similar income 27,043 26,980


TOTAL FINANCIAL INCOME 47,549 47,486


Variation in financial investment provisions (25,962) (25,962)

Net financial expenses recognised in investment 11,179 9,864

Variation in the value of financial instruments at fair value 232 232

TOTAL FINANCIAL COSTS (613,054) (611,937)

FINANCIAL RESULT (565,505) (564,451)

PROFIT BEFORE TAX (2,141,552) (2,146,484)

CORPORATE TAXES 539,425 539,591

PROFIT (LOSS) FROM CONTINUING OPERATIONS (1,602,127) (1,606,893)

PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 0 4,766

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR (1,602,127) (1,602,127)

NON-CONTROLLING INTERESTS (2,004) (2,004)

PARENT COMPANY (1,604,131) (1,604,131)

Basic earnings per share (euros) (3.90) (3.90)

Diluted earnings per share (euros) (3.71) (3.71)

Consolidated financial statements audited on December 31 2011:

28 29


Statement

Also shown is the comparison of the consolidated case flow statement, re-expressed included into the present consolidated financial statements along with the figures from the consolidated financial statements audited on December 31 2011:

Thousands of euros

2011 Audited 2011 Restated

Pre-tax profit (loss) from continuing and discontinued activities (2,141,552) (2,141,718)

Pre-tax profit (loss) from continuing activities (2,141,552) (2,146,484)

Pre-tax profit (loss) from discontinued activities 0 4,766

Amortisation 188,255 185,460

Impairment of goodwill 18,230 18,230

Provisions 106,105 105,018

Recognition of grants (15,038) (15,038)

Profit (loss) from companies recognised with the equity method 671,931 671,931

Financial Result 565,505 564,451

Profit (loss) on disposal of assets 1,124,955 1,124,955

Funds from Operations 518,391 513,289

Stock 189,239 189,239

Working capital (278,629) (273,527)

Variation in Net Working Capital (89,390) (84,288)

Net Cash Flows from Operating Activities 429,001 429,001

Investments in property, plant and equipment and intangible assets (103,635) (103,635)

Investments in real estate projects (13,621) (13,621)

Investments in real concession projects (339,174) (339,174)

Investments in receivables from concessions (230,758) (230,758)

Investments in financial fixed assets (161,487) (161,487)

Disinvestments in property, plant and equipment and intangible assets 38,524 38,524

Disinvestments in real estate Project 482 482

Disinvestments in concession projects 237,842 237,842

Disinvestments in receivables from concessions 161,246 161,246

Disinvestments in financial fixed assets 2,657,829 2,657,829

Interest received 47,549 47,549

Dividends received 256,510 256,510

Net Cash Flows from Investment Activities 2,551,307 2,551,307

Increase in financial debt 522,302 522,302

Reduction in financial debt (3,108,894) (3,108,894)

Interest paid (674,308) (674,308)

Variation in Financial Debt (3,260,900) (3,260,900)

Capital increase 96,101 96,101

Dividends paid (40,843) (40,843)

Acquisition/Disposal of treasury shares (3,257) (3,257)

Variation in own financing 52,001 52,001



Net Cash Flows from Financing Activities (3,179,603) (3,179,603)

VARIATION IN CASH AND CASH EQUIVALENTS (199,295) (199,295)

Saldo al inicio del periodo 783,715 783,715

Balance at the end of the period 584,420 584,420

c Accounting policy

The accompanying consolidated annual financial statements were prepared in accordance with IFRS and comprise the consolidated statement of financial position, separate consolidated in-come statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity, and the accompanying notes, which form an integral part of the consolidated annual financial statements. These consolidated annual statements have been prepared on a historical cost basis, except for financial instruments held for trading, available-for-sale financial assets and derivative financial instruments, which have been measured at fair value. In 2012 and 2011, non-current assets held for sale, which included the Group’s interest in Itínere Infraestructuras S.A., were measured at fair value, in accordance with IAS 27 and IAS 39, without deduction of any costs to sell.

Even though the Group had obtained negative results in the previous two years, at December 31 2012 it prepared the present Consolidated Financial Statements on a going concern basis, owing to the mitigating aspects indicated in note 26.2

The accounting policies were applied uniformly to all Group companies.

The most significant accounting policies applied by the Sacyr Vallehermoso Group in preparing the consolidated financial statements under IFRS are as follows:

c.1 Use of judgments and estimates

In preparing the accompanying consolidated financial statements the Group’s directors have used estimates to measure certain items. These estimates are based on past experience and va-rious other factors believed to be reasonable under the circumstances. These estimates refer to:

• The assessment of potential impairment losses on certain assets (see Notes 5, 6, 7, 8, 9 and 10).• The useful life of property, plant and equipment and intangible assets (see Notes 5, 6, 8 and 9).• The recoverability of deferred tax assets (see Note 14).• Estimates for the consumption of concession assets (see Note 6).• Provisions against liabilities (see Note 21).

The Group continuously revises its estimates. However, given the inherent uncertainty of such estimates, there is a substantial risk of significant changes in the future value of both assets and liabilities if the assumptions, facts or circumstances on which these estimates were based should change significantly. The key assumptions about the future and other significant data regarding the estimation of uncertainty at the reporting date that carry a significant risk of causing material changes in the value of assets or liabilities in the coming year are as follows:

• Impairment of non-financial non-current assets The Group assesses non-financial assets annually for indications of impairment, based on

appropriate impairment tests where circumstances make it advisable to do so.

• Deferred tax assets Deferred tax assets are recognised based on the Group’s estimate of their future recovera-

bility in light of projected future taxable profit.

• Provisions The Group recognises provisions against liabilities based on judgments and estimates as to

their probability and the amount of any loss, recognising the corresponding provision when the liability is considered probable.

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Statement

• Measurement of fair value, value in use and present value Measurements of fair value, value in use and present value require that the Group calculate

future cash flows and make assumptions about the future values of these flows and the discount rates to apply. Estimates and assumptions are based on past experience and other factors believed to be reasonable under the circumstances.

c.2 Basis of consolidation

The consolidated financial statements of the subsidiaries are prepared for the same reporting year as those of the Parent company, based on consistent accounting policies . Adjustments are made as required to harmonise any differences in accounting policies.

Information on subsidiaries, joint ventures and associates is provided in Appendix I, which forms an integral part of these consolidated financial statements.

c.2.1 Consolidation principles

Consolidated companies are consolidated from the date that the Group obtains control of the company and deconsolidated when the Group ceases to exercise control. When control of a sub-sidiary ceases during the course of a year, the consolidated financial statements report its results only for the part of the year during which the subsidiary was under Group control.

c.2.2 Subsidiary Companies

Companies falling within the scope of consolidation are fully consolidated only in the following circumstances: (i) where the Parent company has a direct or indirect shareholding of over 50% and a majority of the voting rights in the corresponding governing bodies, (ii) where the owner-ship interest is equal to or less than 50% but there are agreements between shareholders that allow the Sacyr Vallehermoso Group to control the management of the subsidiary.

c.2.3 jointly controlled entities

Companies falling within the scope of consolidation are proportionally consolidated in the fo-llowing circumstances: where there are two or more venturers linked by a contractual arrange-ment that establishes joint control. The Group reports its share of the assets, liabilities, income and expenses of the joint venture, line by line, in its consolidated financial statements.

The Sacyr Vallehermoso Group also includes temporary joint ventures (Uniones Temporales de Empresas, or UTEs) and economic interest groupings (Agrupaciones de Interés Económico, or AIEs) under this heading.

c.2.4 Associates

Companies over which the Sacyr Vallehermoso Group has significant influence, but not control, are consolidated using the equity method. In preparing these consolidated financial statements it has been assumed that the Group exercises significant influence over those companies where it has a holding of over 20%, except in specific cases where its holding is less than 20% but significant control can be clearly demonstrated.

Investments in associates are recognised on the consolidated statement of financial position at cost plus changes in the percentage of ownership subsequent to the initial acquisition, depen-ding on the Group’s interest in the net assets of the associate, less any impairment in value. The separate consolidated income statement reports the Group’s percentage interest in the profit or loss of the associate. In the event of changes recognised directly in the associate’s equity, the Group recognises its share of these changes directly in its own equity.

c.2.5 Intra-group transactions

The following transactions and balances have been eliminated on consolidation:

- Positive and negative balances and costs and income arising from intra-group transactions.

- Gains and losses from buying and selling property, plant and equipment and any material unrealised gains on inventories or other assets.

- Internal dividends and interim dividends payable recognised by the company paying them.

c.2.6 Financial year end

The reporting date for the financial statements of most Sacyr Vallehermoso Group companies is December 31. Companies whose financial years do not end at December 31 have prepared pro-forma financial statements as at that date.

c.2.7 Non-controlling interest

The value of the share of non-controlling interests in the equity and profit or loss for the year of consolidated subsidiaries is shown in “Non-controlling interests” on the consolidated statement of financial position and separate consolidated income statement, respectively.

c.2.8 Translation of financial statements of foreign subsidiaries

The consolidated statement of financial position and separate consolidated income statement items of consolidated foreign companies are translated to euros using the year-end exchange rate method, which means:

• All assets, rights and obligations are converted to euros using the exchange rate prevailing at the foreign subsidiaries’ reporting date.

• Separate consolidated income statement items are translated at the average exchange rate for the year.

• The difference between the equity of foreign companies, including the separate consolida-ted income indicated in the preceding section, translated at historical exchange rates, and the equity arrived at by translating the assets, rights and liabilities using the above criteria is shown as “Translation differences” under Equity on the consolidated statement of finan-cial position.

Transactions in currencies other than each company’s functional currency are recognised at the exchange rates prevailing at the transaction date and subsequently translated to euros as exp-lained in this note.

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Statement

c.3 Business combinations and goodwill

Business combinations are recognised using the acquisition method.

Identifiable assets acquired and liabilities assumed are recognised at their fair value at the acquisi-tion date. In each business combination the acquirer measures any non-controlling interests in the acquiree company at either fair value or the proportional share of minority interest in identifiable net assets of the acquiree. Acquisition costs are recognised as expenses in the income statement.

When the Group acquires a business, it will classify or designate the acquired assets and liabilities as necessary based on contractual agreements, economic circumstances, accounting and operating policies and other relevant conditions applying at the acquisition date.

If the business combination is carried out in several steps the Group remeasures its previous inte-rest in the equity of the acquiree previously held at fair value at the acquisition date and recognises any resulting gains or losses in income.

Any contingent consideration that the Group transfers is recognised at fair value at the acquisition date. Changes in fair value of contingent considerations classified as an asset or liability are recog-nised in accordance with IAS 39, with any resulting gain or loss recognised in either income or other comprehensive income. If the contingent consideration is classified as equity it is not remeasured and subsequent settlement is accounted for within equity.

Goodwill arising from a business combination is initially measured at cost at the time of the acqui-sition. This is the excess of the consideration transferred plus any non-controlling interest in the acquiree over net identifiable assets acquired and liabilities assumed. If the consideration is less than the fair value of the acquiree’s net assets, the difference is recognised in income.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstan-ces indicate that the carrying amount may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the ac-quisition date, allocated to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

Impairment is determined for goodwill by assessing the recoverable amount of the cash-genera-ting unit or group of cash-generating units to which the goodwill relates. When the recoverable amount of the cash-generating unit or group of cash-generating units is less than their carrying amount, the Group recognises an impairment loss.

Impairment losses relating to goodwill cannot be reversed in future periods.

If goodwill has been allocated to a cash-generating unit and the entity sells or otherwise disposes of an asset from this unit, goodwill associated with the activity is included in the carrying amount of the business when determining the gain or loss from the disposal and measured based on the relative values of the activity disposed of and that part of the cash-generating unit still held.

c.4 Other intangible assets

These include computer software, development costs, key money and greenhouse gas emission rights. These assets are carried at acquisition or production cost, less accumulated amortisation and any accumulated impairment losses. An intangible asset is recognised only if it is probable that the future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.

Costs incurred in each development project are capitalised when the Group can demonstrate:

- the technical feasibility of completing the intangible asset so that it will be available for use or sale

- its intention to complete the asset for use or sale- how the asset will generate future economic benefits - the availability of resources to complete the asset - the ability to measure reliably the expenditure during development.

Capitalised development costs are amortised over the period of expected future revenue or be-nefit from the project. “Computer Software”, shows the carrying amount of computer programmes acquired from third parties and intended for use over several years. Computer software is amortised over its useful life, which is generally four years.

“Key money” is the amount paid for the right to lease business premises. Key money is amortised over its useful life, which is generally five years.

“Greenhouse gas emission rights” are rights received under the various national allocation plans.

In light of the United Nations Framework Convention on Climate Change and the Kyoto Protocol, which set a European Community target for reduction of greenhouse gas emissions, an emissions rights trading system has been created.

Emission rights are measured at their price of acquisition or production. On December 31 2012 Sendeco, the Spanish CO2 emission rights trading system, published the price of a CO2 emis-sion right at 6.37 euros (6.65 euros in 2011). These rights are measured at the start of each calendar year. A balancing entry is made under “Government grants” and released to income as the rights are used. Emission rights are not amortised but a provision for emission costs is recognised under “Provisions” in line with the actual use of the greenhouse gas emission rights. In April of each year the rights consumed in the previous year are settled with the au-thorities and adjustments are made to greenhouse gas emission rights under intangible assets, provisions and government grants.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net proceeds of disposal and the carrying amount of the asset. They are recognised in the separate consolidated income statement when the asset is derecognised.

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Statement

c.5 Property, plant and equipment

Property, plant and equipment is measured at cost, including all directly related costs incurred before the asset becomes available for use, net of accumulated depreciation and accumulated impairment losses.

The costs of expanding, upgrading or improving property, plant and equipment which increase their productivity, capacity or efficiency or prolong their useful life are capitalised as an increase in the cost of the asset.

Repair and maintenance costs for the year are recognised in the separate consolidated income statement.

Leased assets in which the terms of the arrangement transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are classified as finance leases. Properties acquired through finance leases are carried at the lower of fair value and the present value of the minimum lease payments at the inception of the lease, less any accumulated depre-ciation and impairment.

Depreciation is recognised in the separate consolidated income statement on a straight-line ba-sis over the estimated useful life of each item of property, plant and equipment. Depreciation of the assets begins from the moment they become available for use.

The cost of property, plant and equipment is depreciated using the straight-line method over the period of the asset’s estimated useful life, except for machinery, which is depreciated using the declining balance method in nearly all cases:

At the end of each reporting period, the Group reviews and, where necessary, adjusts the assets’ residual values, useful life and depreciation method.

Borrowing costs that are directly attributable to the acquisition or development of property, plant and equipment are capitalised when assets require more than a year to be ready for use.

Buildings for own use 50 - 68

Machinery 5 - 10

Materials for installations 2 - 4

Tools and associated equipment 4 - 8

Transport equipment 5 - 8

Furniture and fittings 9 - 12

Data processing equipment 3 - 4

Complex pieces of plant and equipment 2 - 4

Other property, plant and equipment 5

c.6 Investment properties

Investment properties are recognised at cost, including directly attributable start-up costs, the initial estimate of decommissioning costs and transaction costs. Subsequent investments in the property are recognised at cost, applying the same criteria as for property, plant and equipment.

In accordance with the accounting treatment required by IAS 23, borrowing costs that are directly attributable to the acquisition or development of investment property are capitalised when as-sets require more than a year to be ready for their intended use.

The costs of any improvements that increase the properties’ rental yield are capitalised each year. In contrast, repairs which do not prolong or improve the useful life of the assets, as well as maintenance costs, are recognised in the separate consolidated income statement as incurred.

Investment properties are derecognised when sold or permanently withdrawn from use and no future economic benefits are expected from their disposal. Any gains or losses on the retirement or disposal of any investment property are recognised in the separate consolidated income sta-tement of the year of the retirement or disposal.

Investment properties are depreciated based on their acquisition cost using the straight-line method over their estimated useful life, as revised annually, which is 50-68 years.

The Group remeasures its investment properties when the market value of the assets falls below their net carrying amount. Market value is appraised independently.

c.7 Concession projects

Under the various concession agreements, until each concession project becomes operational, all planning, construction, expropriation and other expenses, including the corresponding por-tions of administration expenses and finance cost and depreciation of other property, plant and equipment, are capitalised as investments in concession projects.

Investment in these concession projects includes any revaluations applied by any company un-der prevailing legislation until the date of transition to IFRS.

For certain subsidiaries where the carrying amount of equity at the date of acquisition is greater than the associated investment the excess is recorded under “Concession Projects”.

Certain companies have begun to depreciate some items of returnable property, plant and equipment whose estimated useful life is less than the concession period. These items conti-nue to be depreciated over their estimated useful life.

In relation to other investments in concession projects, i.e., returnable assets that are not techni-cally depreciated over the life of the concession, the Group has opted to use a depreciation me-thod based on the economic use of the assets under concession, except for hospital concessio-naire companies, which depreciate the assets on a straight-line basis over the period in question.

Service concession arrangements acquired through business combinations after 1 January 2004 (transition date to IFRS) are measured in accordance with IFRS 3 at fair value (based on discoun-ted cash flow valuations at the acquisition date) and depreciated by the straight-line method over the concession period.

Regarding accounting methods, see Note 3.c.10.

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Statement

c.8 Financial assets

Financial assets are initially measured at fair value, which generally coincides with acquisition cost, adjusted for any directly attributable transaction costs, except financial assets held for tra-ding, for which gains or losses are recognised in profit or loss for the year.

The Group classifies financial assets into the following groups:

- Loans to companies accounted for using the equity method: this includes the Group’s loans to companies within the consolidation scope using the equity method.

- Available-for-sale financial assets: these are investments in equity instruments that do not meet IFRS criteria for consideration as investments in subsidiaries, associates or joint ventures. They are recognised in the consolidated statement of financial position at fair value where fair value can be determined. If this is not possible, the assets are recognised at cost less any im-pairment losses. Any gains or losses arising from changes in fair value are recognised directly in equity until the investment is derecognised or determined to be impaired, at which time the accumulated gain or loss previously recorded in equity is recognised in the separate consoli-dated income statement.

- Receivables from certain service concession agreements which apply the financial asset mo-del under IFRIC 12 (see Note 3.c.10). These are initially measured at amortised cost. A credit based on an effective interest rate is then recognised as finance income at each reporting date over the lifetime of the agreement.

- Other loans and receivables: After initial measurement at the fair value of collection rights, loans and receivables are carried at amortised cost, which means the original carrying amount less repayments of principal, plus interest receivable, less any provision for impairment or default. Accrued interest is recognised in the consolidated income statement as an increase in the amount receivable, unless paid as accrued.

- Financial assets held for trading: those acquired for the purpose of selling in the near term to obtain profits from fluctuations in their prices.

- Financial instruments at fair value: the Group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge its interest rate and foreign cu-rrency risks. (see note 3.c.22 for a detailed explanation).

- Guarantees and deposits given: these represent the amounts posted as a guarantee of com-pliance with obligations or as a deposit.

Financial assets are derecognised when:

- the rights to receive cash flows from the asset have expired; or

- the Group has transferred its rights to receive cash flows from the asset and transferred subs-tantially all the risks and rewards incidental to ownership of the asset.

In the accompanying consolidated statement of financial position, financial assets and, in gene-ral, all assets and liabilities, are classified on the basis of their contractual or estimated maturity. For this purpose, those maturing in 12 months or less are classified as current and those maturing in over 12 months, as non-current.

The Group generally recognises normal purchases and sales of financial assets at the settlement date.

There are no significant differences between the fair values and carrying amounts of the Sacyr Vallehermoso Group’s financial assets and liabilities.

c.9 Impairment

c.9.1 Impairment of property, plant and equipment and intangible assets

Impairment losses are recognised for all assets or, where appropriate, the related cash-genera-ting units, when an asset’s carrying amount exceeds its recoverable amount. Impairment losses are recognised in the separate consolidated income statement.

The Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired. When such indications exist, and in the case of goodwill even if they do not, the recoverable value of the assets is estimated.

Recoverable amount is the higher of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which the asset belongs.

Impairment losses in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the unit and, second, to reduce the carrying amount of other assets based on a review of the individual assets that show indications of impairment.

Except in the case of goodwill, a previously recognised impairment loss is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount. The reversal of an impairment loss is recognised in the separate consolidated profit and loss.

An impairment loss can only be reversed up to the carrying amount that would have been deter-mined, net of depreciation, had no impairment loss been recognised for the asset.

c.9.2 Impairment of financial assets

When a decrease in the fair value of an available-for-sale financial asset has been directly recog-nised in equity and there is objective evidence that the asset is impaired, the accumulated losses previously reported in equity are recognised in the separate consolidated income statement for the year. The accumulated loss recognised in profit and loss is the difference between cost and current fair value.

An impairment loss on an investment in an equity instrument classified as available for sale is reversed through equity, with no effect on profit and loss.

If the fair value of a fixed-income financial instrument classified as available for sale increases and this increase can be objectively related to an event occurring after the impairment loss was recog-nised in profit or loss, this loss can also be reversed in the separate consolidated income statement.

The recoverable amount of held-to-maturity investments and receivables carried at amortised cost are calculated as the present value of the expected future cash flows discounted at the original effective interest rate. Current investments are not discounted to present value.

Impairment losses on held-to-maturity financial investments or receivables carried at amortised cost are reversed if the subsequent increase in the recoverable amount can be objectively related to an event occurring after the impairment loss was recognised.

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Statement

c.10 Receivables from concessions

IFRIC 12 regulates the accounting treatment of public-private partnership agreements on ser-vice concession arrangements from the concessionaire company’s point of view and prescribes accounting methods based on the nature of the agreements struck with the grantor. It applies to public-private service concession agreements when:

• the grantor controls or regulates which services the concessionaire company needs to provide in respect of infrastructure, to whom it should provide the services and at what price;

• the grantor controls all significant residual interests in the infrastructure once the concession agreement expires.

Under such agreements the concessionaire company acts as service provider, rendering cons-truction or infrastructure upgrade services initially and operating and maintenance service du-ring the lifetime of the concession.

Depending on the type of rights that the concessionaire company receives as consideration for the construction or upgrade work, the following accounting methods are applied:

1. Intangible asset model

This method is usually applied when the concession operator has the right to charge users for the use of the public service. The right is not unconditional but depends on users using the service. Therefore the concession operator assumes the demand risk.

In these cases the asset that should be recognised as consideration for the construction or upgra-de services (i.e., the value of the right to charge users for a public service under the concession) is measured in accordance with IAS 38 “intangible assets” and amortised over the lifetime of the concession.

2. Financial asset model

Under this model the concession operator recognises a financial asset when it has an uncondi-tional contractual right to receive from the grantor (or from others on the grantor’s behalf) cash or another financial asset as consideration for the construction and operation services provided, and the grantor has little or no possibility of avoiding the payment. This means that the grantor guarantees payment to the concession operator of a fixed or measurable sum or, in some cases, makes good on any deficit in income. In this case, the operator assumes no demand risk, as it would be paid even if no one used the infrastructure.

In this case, the asset is measured according to IAS 32, IAS 39 and IFRS 7 on Financial instru-ments. The financial asset is recognised under financial assets from the moment work begins, calculated using an effective interest rate equal to the project’s internal rate of return.

3. Mixed model

Under the mixed model, the financial asset model is applied to the elements of the agreement where payment of a sum is guaranteed and the intangible asset model is applied to the ungua-ranteed portion. The key distinction is between the elements of income that offset the initial investment in the assets (intangible asset model) and those that are paid in settlement of recei-vables (financial asset model).

In accordance with the transitional provisions of IFRIC 12, the main implication for the conso-lidated financial statements is that concession projects for which income is guaranteed by the authorities are classified and measured as financial assets.

The Group separately recognises income and expenses corresponding to infrastructure construc-tion or upgrade services for the concession, whether the construction is carried out by a Group company or by an unrelated third party; that is, it records the gross amount of such income and expenses.

c.11 Non-current assets held for sale and associated liabilities

A non-current asset is classified as held for sale if its carrying amount will be recovered princi-pally through a sale transaction rather than through continued use. This condition is deemed to have been met only when disposal is highly probable and the asset is available for immediate sale in its current state. The sale must be expected to occur within one year from the classifica-tion date.

These assets are measured at the lower of carrying amount and fair value less costs to sell or, where IAS 39 applies, at fair value without deducting any costs to sell.

Liabilities related to assets that meet the above definition are recognised under “ Liabilities asso-ciated with non-current assets held for sale” of the consolidated statement of financial position.

c.12 Inventories

Land lots, developments under construction and completed buildings, in each case held for sale, are measured at cost of acquisition or construction, as described below:

• Buildings: these are measured according to the cost system indicated below for develo-pments under construction or by the cost price for the purchase of completed buildings, including all purchase-related expenses.

• Developments under construction: Buildings that were acquired after completion are re-corded at cost, including costs directly attributable to the acquisition. Developments under construction include costs incurred for residential property developments whose cons-truction is not yet complete. direct construction costs certified by the relevant project ma-nagers, development costs and finance costs incurred over the construction phase. Once construction has begun, the value of buildings and other structures includes the cost of the land lots on which they are built.

• Land lots and adaptation of land : these are valued at cost of acquisition, which includes costs directly related to purchases. The value of land and lots also includes the capitalised cost of spending on the project, on urban development and on planning up to the point where the lot is ready for development.

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Statement

“Inventories” includes the finance costs accrued during the construction phase.

Stockpiles of raw and other materials and consumables are valued at cost.

Products and work in progress are measured at their cost of production, which includes the cost of materials, labour and direct production costs.

The Group writes down the value of its inventories where the cost booked exceeds market value, based on independent appraisals.

Project start-up costs are costs incurred up to the start of construction and are recognised in profit and loss based on the stage of completion over the lifetime of the project.

In the residential development business, impairment losses are recorded to cover any estima-ted losses on projects.

c.13 Trade and other receivables

Discounted bills pending maturity at December 31 are included in the accompanying consoli-dated statement of financial position under “Trade receivables” with a balancing entry in “Inte-rest-bearing loans and borrowings”.

c.14 Cash and cash equivalents

“Cash and cash equivalents” comprise cash at banks land at hand and short-term deposits with an original maturity of three months or less and no exposure to significant changes in value. Although this cash may only be used by the Group company which is the owner.

c.15 Capital increase costs

Capital increase costs are recognised as a decrease in equity, net of any tax effect.

c.16 Treasury shares

Shares of the Parent company held by the Group are shown at cost and recognised as a deduc-tion from equity. No gain or loss is recognised in profit or loss on the purchase, sale or redemp-tion of treasury shares. Any gains or losses on the sale of these shares are recognised directly in equity at the time they are sold.

c.17 Provisions

Provisions are recognised in the consolidated statement of financial position when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Amounts recognised as provisions are the best estimate of the amounts required to offset the present value of the obligations at the reporting date.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the liability.

The policy on contingencies and expenses is to make provisions for the estimated amount of probable or certain liabilities arising from legal proceedings in progress, compensation or obli-gations pending, and for guarantees and other similar commitments. These are recorded as soon as the liability or obligation arises.

The provision for completion of construction is recorded as a liability in the statement of finan-cial position and reflects the estimated amount of payment liabilities for completion of cons-truction which cannot yet be determined or for which the actual settlement date is not known, being contingent upon the fulfilment of certain conditions. Provisions are made according to the best estimates of the annual accrual, which is between 0.5% and 1% of the completed project.

Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) has a pension plan which provides com-plementary benefits to the employees of certain companies beyond their Social Security en-titlements. In compliance with Spanish law, these schemes are outsourced through insurance contracts.

In accordance with IAS 19, this pension plan underwent an independent actuarial valuation at year end.

Actuarial gains and losses are recognised as income or expense when the net accumulated unre-cognised actuarial gains and losses for each individual plan at the end of the previous reporting period exceeds 10% of the higher of the defined benefit obligation and the fair value of plan assets at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plans.

The past service cost is recognised as an expense on a straight-line basis over the average period until the benefits vest. If the benefits vest immediately following the introduction of, or changes to, a pension plan, past service cost is recognised immediately.

Liabilities in respect of defined benefits are the sum of the present values of the obligations and unrecognised actuarial gains and losses, less past service costs not yet recognised and less the fair value of plan assets designated to settle the obligations.

The value of any asset is the sum of any past service cost not yet recognised and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.

c.18 Financial liabilities

Financial liabilities are classified, for measurement purposes, into the following categories:

• Interest-bearing loans and borrowings and payables

These include trade payables for goods and services plus negative balances on non-trade transactions not including derivatives.

They are initially recognised in the consolidated statement of financial position at fair value, which, unless there are indications to the contrary, is the transaction price measured as the fair value of the consideration received less directly attributable transaction costs.

Subsequently, they are measured at amortised cost. Accrued interest is recognised in the separate consolidated income statement using the effective interest rate method.

However, trade payables due within a year which have no contractual interest rate and are expected to be paid in the short term are measured at their nominal value when the effect of not discounting cash flows is insignificant.

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Statement

• Hedging derivatives

See Note 3c.22).

Financial liabilities are derecognised when the corresponding obligation is discharged, cancelled or expires.

Liabilities maturing in less than 12 months from the balance sheet date are classified as current and those with longer maturity periods as non-current, except mortgage loans on items of inventory or related to non-current assets held for sale, which are reclassified as current regardless of the maturity date.

c.19 Foreign currency transactions

Foreign currency transactions are converted to euros at the exchange rate ruling at the date of the transaction. Gains or losses from foreign currency transactions are recognised in the separate consolidated income statement as they occur.

Foreign currency receivables and payables are translated to euros using the closing exchange rate. Unrealised exchange differences on transactions are recognised in the separate consolida-ted income statement.

c.20 Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with.

Non-repayable grants used to finance returnable assets are recognised as deferred income at their fair value. These grants are released to income in proportion to the depreciation charged for the assets financed with the grants.

Certain Chilean companies have recognised in their financial statements the annual grants re-ceivable from the Chilean Ministry of Public Works under their respective concession contracts. These receivables are recognised in income following the same criteria as those used to depre-ciate the assets under concession.

c.21 Income tax expense

The income tax expense each year is calculated as the sum of the current tax expense, derived by applying the current tax rate to the tax base for the year after taking into account all applicable tax credits and relief, and the change in deferred tax assets and liabilities which are recognised in the income statement.

Income tax expense is recognised in the separate consolidated income statement except when it relates to items recognised directly in equity, in which case it is recognised in equity.

In accordance with Royal Decree 4/2004 of 5 March approving the revised Income Tax Law (Ley del Impuesto sobre Sociedades), Sacyr Vallehermoso, S.A. and its subsidiaries have decided, with the approval of each company’s corporate bodies, to file a consolidated tax return, and have duly notified the A.E.A.T. (the Spanish tax authorities), which assigned Sacyr Vallehermoso, S.A., the Group’s Parent company, tax number 20/02.

Companies forming part of the tax group are listed in Appendix II of these consolidated financial statements.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates used are those enacted at the reporting date.

Deferred income tax is recognised using the liability method for all temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

The Group recognises deferred tax assets for all deductible temporary differences, carryforwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforwards of unused tax credits and unused tax losses, can be utilised, except:

• where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and

• in respect of deductible temporary differences relating to investments in subsidiaries, as-sociates and interests in joint ventures. In these cases, deferred income tax assets are re-cognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be recovered.

The carrying amount of the deferred tax assets are reviewed by the Group at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be applied. The Group also reassesses unrecognised deferred tax assets at each reporting date and recognises them to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

The Group recognises deferred tax liabilities for all taxable temporary differences, except:

• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and

• in respect of taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, where the timing of the reversal of the temporary difference can be controlled by the Parent and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

44 45


Statement

c.22 Hedging derivatives

The Group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge its interest rate and foreign currency risks. Such derivative financial instru-ments are initially recognised at fair value at the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Any gains or losses arising from changes in fair value on derivatives during the year that do not qualify for hedge accounting are recognised directly in profit or loss for the year.

The fair value of forward currency contracts is calculated by reference to current forward exchan-ge rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments.

For the purpose of hedge accounting, hedges are classified as:

• fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability,

• cash flow hedges when hedging exposure to variability in cash flows that is either attribu-table to a particular risk associated with a recognised asset or liability or a forecast transac-tion,

• hedges of a net investment in a foreign operation.

Hedges of the foreign currency risk of a firm commitment are recognised as cash flow hedges.

At the inception of a hedge relationship, the Group formally designates and documents the hed-ge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hed-ges are expected to be highly effective in achieving offsetting changes in fair value or cash flows, and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Hedges which meet the strict criteria for hedge accounting are accounted for as follows:

- Fair value hedges

Fair value hedges are hedges of the Group’s exposure to a change in the fair value of a recogni-sed asset or liability or of an unrecognised firm commitment or of an identified portion of such an asset, liability or firm commitment, that is attributable to a particular risk and could affect profit or loss. In fair value hedges, the carrying amount of the hedged item is adjusted to reflect gains and losses in the hedged risk, the derivative is remeasured at fair value and the gains and losses from both are recognised in profit or loss.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumu-lative change in the fair value of the firm commitment attributable to the hedged risk is recog-nised as an asset or liability, with a corresponding gain or loss recognised in profit or loss. The changes in the fair value of the hedging instrument are also recognised in profit and loss.

The Group discontinues the hedge accounting if the hedging instrument expires or is sold, ter-minated or exercised, no longer meets the criteria for hedge accounting, or the Group revokes the designation.

- Cash flow hedges

Cash flow hedges are hedges of exposure to variability in cash flows that is attributable to a par-ticular risk associated with a recognised asset or liability or a highly probable forecast transaction and that could affect profit or loss. The effective portion of the gain or loss on the hedging instru-ment is recognised directly in equity, while any ineffective portion is recognised immediately in the separate consolidated income statement.

Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss, such as when the hedged finance income or expense is recognised or when a forecast sale or purchase occurs. Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability.

If the forecast transaction is no longer expected to occur, amounts previously recognised in equi-ty are transferred to profit or loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs. If the rela-ted transaction is no longer expected to occur, the amount is taken to the separate consolidated income statement.

- Hedges of a net investment

Hedges of a net investment in a foreign operation, including hedges of a monetary item accounted for as part of the net investment, are treated similarly to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised directly in equity, while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the accumulated value of any such gains or losses recognised directly in equity is transferred to profit or loss.

c.23 Related parties

The Group defines related parties as its direct and indirect shareholders, subsidiaries and as-sociates, directors and key management personnel, as well as any individuals or legal entities dependent on such persons.

46 47


Statement

c.24 Income and expense recognition

In general, income and expenses are recorded according to the accruals principle, that is, at the mo-ment the goods or services represented by them are provided, regardless of when actual payment or collection occurs.

Income is only recognised when all the following criteria have been satisfied:

- the risks and rewards of ownership have been transferred,- control over goods has been transferred, - the amount of income and costs incurred or to be incurred can be measured reliably,- it is probable that the economic benefits associated with the transaction will flow to the company.

The Sacyr Vallehermoso Group uses the following methods to recognise income in certain spe-cific business areas:

1.- Construction companies.

Contract income corresponds to the sum of the stipulated contract price plus the value of the changes made to original work, as well as claims or incentives which are likely to be received and can be quantified reliably.

Contract costs include:

• Net costs directly related to the contract, such as labour costs, materials, etc.

• Related contract costs, e.g., insurance, finance costs, indirect costs such as technical assis-tance not directly related to a specific contract. These costs are distributed equally using systematic, rational criteria.

• Other costs billable to the customer under the contract, which include certain general ad-ministration and development costs, provided that they have been specified in the contract.

• Costs that cannot be attributed to the contracting activity or allocated to specific contracts are excluded from construction contract costs.

The recognition of income or costs related to a construction contract differs depending on whe-ther the outcome of the contract can be estimated reliably. To estimate contract outcome relia-bly, the following criteria must be satisfied:

• it is probable that the economic benefits budgeted in the contract will flow to the group,

• the contract costs can be identified clearly and measured reliably,

• For contracts with a fixed price, it must likewise be possible to measure the costs to com-plete the project and the current stage of completion reliably at the reporting date, so that actual costs incurred can be compared with the prior estimates.

If the outcome of the contract can be estimated in a sufficiently reliable manner, contract income and costs are recognised by reference to the stage of completion at the reporting date.

Where the contract outcome cannot be measured reliably, income is recognised only to the ex-tent of the expenses incurred that are eligible for recovery, while costs incurred during the pe-riod are recognised in the year. If the outcome of a contract is expected to be a loss, the loss is recorded immediately.

To assess the stage of completion of a contract, which determines the income or profit to be re-cognised, the Sacyr Vallehermoso Group uses the percentage-of-completion method. Each mon-th the costs incurred are measured as a proportion of the total budgeted cost and the month’s production recognised as income. Costs of carrying out the work are recognised as accrued.

The difference between the original production amount at the beginning of each project and the amount certified up to each reporting date is recorded as “Completed work pending certifica-tion” under “Trade and other receivables”.

Auxiliary work performed for construction projects, including general and specific construction installations and study and project expenses, is allocated proportionally, in accordance with the ratio of costs incurred to budgeted costs. The unamortised amount is recognised in “Inventories” on the consolidated statement of financial position.

The estimated costs of termination of the project or contract are provisioned on an accrual ba-sis to “Trade provisions” in the consolidated statement of financial position over the life of the project or contract and recognised in profit or loss based on the proportion of work completed as a percentage of estimated costs. Costs incurred after completion of work but before its final termination are charged against these provisions.

2. Property development companies The Group recognises profit and loss in each year and reports sales under “Revenue” when the risks and rights incidental to ownership of the property have been substantially transferred to the buyer.

Prepayments by customers before the building is delivered are reported as “Advances received on orders” under “Trade and other payables” on the liabilities side of the statement of financial position.

For developments expected to generate a loss, full provisions are recorded once this circumstan-ce becomes known.

3. Concession companies

Income and expenses are recorded according to the accruals principle, that is, at the moment the goods or services represented by them are provided, regardless of when actual payment or collection occurs.

Income is only recognised when all the following criteria have been satisfied:

• the amount of income and costs incurred or to be incurred can be measured reliably, and• it is probable that the economic benefits of the transaction will flow to the Company.

The Group recognises foreseeable liabilities and losses arising in the current or prior years as soon as they are known, provided they comply with IFRS requirements for risk recognition.

The accounting methods of IFRC 12 are set out in 3.c.10.

48 49


Statement

c.25 Assumable mortgage loans

Assumable mortgage loans are recognised under “Interest-bearing loans and borrowings” on the consolidated statement of financial position and classified as current if they relate to inventory finance carried as current assets on the consolidated statement of financial position.

c.26 Advances received on orders

This heading appears under “Trade and other payables” on the liabilities side of the attached consolidated statement of financial position and includes prepayments received from customers on uncompleted work and on buildings awaiting delivery.

c.27 Termination benefits

Companies must compensate employees contracted for a project or service when they cease to work on the projects for which they were contracted through no fault of their own.

As there is no foreseeable need to terminate the contracts of employees and given that emplo-yees who retire or leave the Company of their own accord are not entitled to compensation, any termination benefits are recognised in profit or loss when decisions are made and notified to the employee concerned. Given that there are no plans to dismiss permanent staff in the near future, no provision has been recorded for termination benefits in 2011 and 2012.

c.28 Environment

Costs incurred to acquire systems, equipment and installations for the purpose of eliminating, mitigating or monitoring the potential environmental impact of the Group’s activities carried out in the normal course of business are recorded as investments in fixed assets.

Other environment-related expenses that do not concern the acquisition of fixed assets are re-corded as expenses for the year.

The Parent company’s directors consider that any contingencies arising in connection with envi-ronmental matters are adequately covered by existing insurance policies.

c.29 Segment information

The Group identifies segments based on the following factors:

- The businesses engage in similar economic activities.

- They provide users of the consolidated financial statements with the relevant financial infor-mation on the activities of the Group’s businesses and the economic environments in which it operates.

The Group’s management regularly reviews the operating results of the segments individually in order to make decisions on allocating resources and assess results and performance. Operating segments are assessed based on their operating income (see Note 40).

4 Non-current assets held for sale and discontinued operations

At year-end 2012, the stake the Group holds in Itínere Infraestructuras, S.A. was classified as a non-current asset held for sale.

Under IFRS 5, the Group’s 15.5069% interest in Itínere Infraestructuras, S.A. at December 31 2012 was classified as a non-current asset held for sale as the value of the asset is expected to be recovered through its sale rather than continuing use. Under international standards this condition is deemed to have been met only when disposal is highly probable and the assets are available for immediate sale in their current state.

Non-current assets pertaining to Itínere held for sale at December 31 2012 totalled 199.7 million euros, as shown below:

Value in euros No. of Shares

Fair value per share

Itinere Shares 198,439,283 70,216,145 2.83

Shareholder’s loan 1,228,936 --- ---

TOTAL 199,668,219

Non-current assets pertaining to Itínere held for sale at December 31 2011 totalled 319.8 million euros, as indicated below:

Value in euros No. of Shares

Fair value per share

Itinere Shares 173,036,391 33,276,229 5.2

Loan 146,756,460 --- ---

TOTAL 319,792,851

In accordance with IAS 39, the interest in Itínere Infraestructuras, S.A. was recognised at fair va-lue, without deducting any potential costs to sell.

At year-end 2012 the Itinere Group performed an impairment test to determine whether it had losses in its cash-generating units. To this end, it determined the value in use thereof using the discounted cash flows method. To perform the test, the projections of each cash generating unit were used; these were based on the economic-financial plans for each concession agreement considering the financing and fiscal structure of the Itinere group.

To determine the current value of future cash flows, the following assumptions have been estimated:

50 51


Statement

- An income and expense projection based on the foreseeable value of the consumer price index (CPI) and on a trading study conducted by an independent expert.

- A flow generation period in line with the terms of the different concession contracts.- An investment plan which includes cash disbursements for the maintenance, upgrading and

improvement of infrastructures.- A debt amortisation and refinancing schedule in line with the estimated flows.- A weighted average cost of capital (WACC) of 7.44%.

The Itinere Group has identified different factors which indicate impairment, in particular, a downturn in trade, changes in tax regulations (specifically, Royal Decree Law 12/2012) and the tightening up of conditions in the financial markets. Consequently, the Sacyr Vallehermoso Group has made the corresponding value adjustment. At December 31 2012, the fair value of the company was re-estimated, owing to which this stake has been impaired. Consequently, at year-end 2012, the fair value was 2.83 euros per share (5.20 euros per share in 2011.)

Changes resulting from restatements to fair value are recognised directly in equity until the fi-nancial asset is derecognised from the consolidated statement of financial position or its value is considered impaired, at which point the amount recognised in equity is taken to the separate consolidated income statement.

On 27 July 2012, the Itínere Infraestructuras Board of Directors approved a capital increase, for a nominal amount of 116,533,876.62 euros, through the issue of 237.824.238 ordinary shares, with a par value of 0.49 euros, at a total issue price of 3.96 euros per share (implying a share pre-mium of 3.47 euros) with disbursement though the offsetting of credits and cash contributions, and with preferential subscription rights. In September, the aforesaid agreement was implemen-ted and Sacyr Vallehermoso received a total of 36,939,916 shares in Itínere Infraestructuras, in full settlement of the shareholder loan, and the corresponding interest accrued to that date, and which totalled 146,282,067.36 euros. As of said date, Sacyr Vallehermoso holds a stake of 15.5069% in the share capital of Itínere Infraestructuras.

At year-end 2012, the Group had not yet completed the full sale of Itínere Infraestructuras, S.A. However, since the delays to the sale were caused by circumstances beyond the Group’s control and the Group remains firmly committed to the planned sale and is actively marketing the assets at a fair price, it decided to retain Itínere Infraestructuras, S.A.’s classification as a non-current asset held for sale.

At December 31 2012 certain companies belonging to the Itinere Group had debts, both with financial institutions and liabilities, which will mature in 2013 for a total amount of 1,369 million euros. The refinancing process significantly affect the operation of the Itenere Group. Nonethe-less, the administrators of the Itinere Group estimate that the aforesaid debt will be refinanced through 2013. On the basis of this information, the Directors of the Sacyr Vallehermoso Group’s Parent Company reasonably estimate that the aforesaid debt will be refinanced in 2013.

With regard to debts with financial institutions, at the date these consolidated financial state-ments were prepared contact had already been made with banks and the analysis and prelimi-nary work on projects conducted, making it possible to conclude that the Itinere Group is in a adequate financial position to undertake its financing processes with reasonable prospects of success. In addition to the Itinere Group’s experience in accessing the financial markets, there is the quality concession assets in which it holds stakes, upon which, in short, the solvency of the investment is based, and which have the following special features: long concessionary period remaining; significant cash flow generation along with a operating margin over turnover, despite the general economic crisis; high level of maturity in the concession which translates into recu-rring income, high resilience to adverse circumstances; and a stable legal framework.

Similarly, and with regard to the re-financing of liabilities, also planned for 2013, at the date these consolidated financial statements were prepared, the process was well under way. More specifically, the necessary administrative authorisations are already in place for the 2013 finan-cing plan, which contemplates not only the re-financing of the aforesaid issue, but also the new borrowing to address the investments envisaged in Royal Decree 1,733/2011, of 18 November. With regard to this refinancing, mention should also be made of the Itinere Group’s extensive experience in these types of operations and that, even in situations as adverse as those occu-rring in the financial markets over last two business years, the bond issues of 2011 and 2012 (amounting to 66 and 180 million euros, respectively) were successful, and they were sold with high subscription levels.

All the above enables the administrators of the Itinere Group to reasonably calculate that it will be possible to re-finance the aforesaid debts on maturity, and consequently, to reconsider the re-financing in the calculation of the recoverable value of its assets; nonetheless, this estimate is contingent upon the specific circumstances of the financial markets at the time of re-financing, as well as upon approval from the financial institutions.

Additionally, entered under “Profit for the year from discontinued operations “ in the separate consolidated income statement are the following:

• Net income and expenses from the concessionaire Autovía del Arlanzón, S.A. for the first half of 2012 (3,628 million euros). In July 2012 Sacyr Vallehermoso sold 45% of its shares in this stake, losing control thereof.

• The gain from the disposal of the concessionaire Autovía del Arlanzón, S.A. (7,697 thousand euros).

• The impact on income of the deconsolidation of the Portuguese concessionaire Autoestra-da do Marao (-8,256 thousand euros). Somague Concessoes lost control of this company in July 2012, owing to which it was excluded from the scope and was recorded as a disconti-nued operation .

The details of the income and expenses included in the separate consolidated income statement at December 31 2012 and 2011 are as follows:

52 53


Statement

SEPARATE INCOME STATEMENT

2012 2011 (Restated)*

Revenues 31,239 129,184

Other operating income 126 336

TOTAL OPERATING INCOME 31,365 129,520

Personnel costs (228) (419)


Variation in trade provisions (544) (1,087)


TOTAL OPERATING EXPENSES (23,466) (123,533)

OPERATING INCOME 7,899 5,987

PROFIT (LOSS) ON DISPOSAL OF ASSETS (681) 0

Other interest and similar income 204 63

TOTAL FINANCIAL INCOME 204 63


Net financial expenses recognised in investment 342 1,315

TOTAL FINANCIAL EXPENSES (2,920) (1,118)

FINANCIAL RESULT (2,716) (1,055)

CONSOLIDATED PRE-TAX PROFIT 4,502 4,932

Corporation tax (1,433) (166)

PROFIT (LOSS) FROM CONTINUING OPERATIONS 3,069 4,766

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR 3,069 4,766

PARENT COMPANY 3,069 4,766

(*) As indicated in Note 3 separate consolidated income statement at December 31 2011 has been restated.

5 Property, plant and equipment

Movement in property, plant and equipment in 2011 and 2012 and the related accumulated depreciation are as follows:

FINANCIAL YEAR 2011 Thousands of euros

Balance at 31-dic-10 Additions Retirements

Reclassif. and

transfersChange in

scopeExchange

rate effectBalance at

31/12/2011

Land and buildings 132,177 1.751 (6,521) 9.661 0 72 137,140

Technical equipment and machinery 610,329 37,344 (8,720) 12,765 121 676 652,515

Other equipment, furniture and fittings 97,173 4,964 (4,177) 6,594 0 (51) 104,503

Advances and property, plant

and equipment.58,653 32,629 (3,761) (70,096) 0 474 17,899

Other tangible fixed assets 146,499 24,912 (2,454) 16,529 65 708 186,259

Cost 1,044,831 101,600 (25,633) (24,547) 186 1,879 1,098,316

Impairment adjustments (2,709) 0 16 0 0 0 (2,693)

Impairment adjustments (2,709) 0 16 0 0 0 (2,693)

Land and buildings (28,320) (4,450) 1,303 71 0 (79) (31,475)

Technical equipment and machinery (259,984) (54,206) 5,400 2,414 (11) (419) (306,806)

Other equipment, furniture and fittings (59,609) (9,528) 2,881 988 0 (43) (65,311)

Other tangible fixed assets (69,505) (20,460) 2,755 (33) (14) (405) (87,662)

Accumulated amortisation (417,418) (88,644) 12,339 3,440 (25) (946) (491,254)

TOTAL 624,704 12,956 (13,278) (21,107) 161 933 604,369

FINANCIAL YEAR 2012Thousands of euros


Reclassif. and

transfersChange in

scopeExchange


31/12/2012

Land and buildings 137,140 1,172 (1,795) (3,449) (1) (266) 132,801

Technical equipment and machinery 652,515 22,165 (24,523) (3,279) (8,863) (879) 637,136

Other equipment, furniture and fittings 104,503 12,825 (3,844) 3,745 (3,955) (184) 113,090

Advances and property, plant

and equipment.17,899 8,394 (2,664) (14,333) 0 (139) 9,157

Other tangible fixed assets 186,259 25,905 (9,193) (723) (2,338) (431) 199,479

Cost 1,098,316 70,461 (42,019) (18,039) (15,157) (1,899) 1,091,663

Impairment adjustments (2,693) (758) 357 0 0 0 (3,094)

Impairment adjustments (2,693) (758) 357 0 0 0 (3,094)

Land and buildings (31,475) (4,971) 1,951 1,108 0 110 (33,277)

Technical equipment and machinery (306,806) (55,503) 18,407 7,949 5,381 216 (330,356)

Other equipment, furniture and fittings (65,311) (11,067) 3,397 407 2,064 118 (70,392)

Other tangible fixed assets (87,662) (23,945) 7,785 649 1,361 (20) (101,832)

Accumulated amortisation (491,254) (95,486) 31,540 10,113 8,806 424 (535,857)

TOTAL 604,369 (25,783) (10,122) (7,926) (6,351) (1,475) 552,712

54 55


Statement

In 2011, the most notable additions included those of Grupo Unidos por el Canal, S.A. during the construction phase of the third set of locks for the Panama Canal. Also noteworthy were the reclassifications from “Prepayments and work in progress” to “Concession projects” owing to the initiation of work on the underground containers in Torrejón and the car park in Puertollano (Ciudad Real).

In 2012, noteworthy once again were the additions from increases derived from the construction phase of the third set of locks for the Panama Canal.

The reduction in the transfers column is due principally to that made to concession projects for the sludge plant in operation in Sant Adriá del Río Besos.

Lastly, the change in the scope is due to the change in the consolidation method for the Italian companies, SIS, S.c.p.A., Superestrada Pedemontana Veneta, S.R.L. and Nodo Di Palermo, S.c.p.A. brought about by the sale of 11% of the stake, now recognised using the proportionate conso-lidation method.

Impairment losses and corresponding reversals are reported under “Change in provision for im-pairment of intangible assets, property plant and equipment and securities portfolio” of the con-solidated separate income statement.

The details for property, plant and equipment located outside Spain at December 31 2011 and 2012 are as follows:

FINANCIAL YEAR 2011Thousands of euros Panama Portugal Libya Angola Italy

Cape Verde Chile Ireland Others TOTAL

Land and buildings 6,897 65,852 1,166 4,082 0 3,499 0 3,717 6 85,219

Technical equipment and machinery 69,770 96,645 9,050 6,881 17,321 5,898 9,861 604 2,609 218,639

Other equipment, furniture and fittings 11,875 19,333 412 1,285 7,617 1,101 1,389 88 117 43,217

Advances and property, plant and equipment 7,893 180 0 2 0 2 42 0 0 8,119

Other tangible fixed assets 29,481 27,377 6,700 1,762 3,981 1,510 4,655 475 581 76,522

Cost 125,916 209,387 17,328 14,012 28,919 12,010 15,947 4,884 3,313 431,716

Accumulated amortisation (24,008) (118,114) (3,326) (8,277) (17,129) (7,094) (11,291) (1,370) (2,158) (192,767)

TOTAL 101,908 91,273 14,002 5,735 11,790 4,916 4,656 3,514 1,155 238,949

FINANCIAL YEAR 2012Thousands of euros Panama Portugal Libya Angola Italy

Cape Verde Chile Ireland Others TOTAL

Land and buildings 7,333 63,020 1,140 3,849 0 3,299 0 3,717 6 82,364

Technical equipment and machinery 82,773 89,753 8,848 6,311 8,251 5,410 11,368 618 147 213,479

Other equipment, furniture and fittings 24,521 18,944 380 1,272 3,186 1,090 1,947 133 126 51,599

Advances and property, plant and equipment 105 1,939 0 148 0 127 0 0 0 2,319

Other tangible fixed assets 40,406 22,825 6,628 1,399 2,817 1,200 6,604 542 482 82,903

Cost 155,138 196,481 16,996 12,979 14,254 11,126 19,919 5,010 761 432,664

Accumulated amortisation (51,045) (112,251) (5,246) (7,647) (9,383) (6,555) (16,593) (1,769) (309) (210,798)

TOTAL 104,093 84,230 11,750 5,332 4,871 4,571 3,326 3,241 452 221,866

At year-end 2012, the Group had 141,155 thousand euros of fully depreciated property, plant and equipment in use (115,862 thousand euros in 2011).

All items of property, plant and equipment are used in operations.

During 2012 no financial costs were capitalised as increases in the value of property, plant and equipment; the figure for 2011 was 285 thousand euros. The vast majority of capitalised bo-rrowing costs were specifically borrowed for projects.

Cumulative borrowing costs capitalised as increases in the value of property, plant and equip-ment totalled 12,867 thousand euros in 2011 and 2012.

Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Property plant and equipment”.

6 Concession projects

Movements in the various items under “Concession projects” in 2011 and 2012 and the related accumulated depreciation were as follows:



Reclassif. and

transfersChange in

scopeExchange


31/12/2011

Concession projects 1,192,583 29,925 (2,704) 101,411 (4,649) (1) 1,316,565

Concession projects under construction 620,876 309,249 (20,559) (223,353) (210,744) 139 475,608

Cost 1,813,459 339,174 (23,263) (121,942) (215,393) 138 1,792,173

Impairment 0 (3,460) 1,333 0 0 0 (2,127)

Impairment 0 (3,460) 1,333 0 0 0 (2,127)

Amortisation (167,008) (45,179) 6,088 9,766 681 1 (195,651)

Acc. Amortisation (167,008) (45,179) 6,088 9,766 681 1 (195,651)

TOTAL 1,646,451 290,535 (15,842) (112,176) (214,712) 139 1,594,395



Reclassif. and

transfersChange in

scopeExchange


31/12/2012

Concession projects 1,316,565 23,150 (14,427) 96,055 (72,597) (1,624) 1,347,122

Concession projects under construction 475,608 55,411 (1,583) (67,187) (159,975) (85) 302,189

Cost 1,792,173 78,561 (16,010) 28,868 (232,572) (1,709) 1,649,311

Impairment (2,127) (17,454) 89 (1,338) 0 0 (20,830)

Impairment (2,127) (17,454) 89 (1,338) 0 0 (20,830)

Amortisation (195,651) (44,446) 3,227 (10,204) 2,917 234 (243,923)

Acc. Amortisation (195,651) (44,446) 3,227 (10,204) 2,917 234 (243,923)

TOTAL 1,594,395 16,661 (12,694) 17,326 (229,655) (1,475) 1,384,558

56 57


Statement

In 2011, there were noteworthy additions in “concession projects under construction”, owing primarily to the progress in work on the Murcia Regional Airport and on the Marão motorway, in addition to the reduction in the scope as a result of the sale of 30% of Autopista del Guadalme-dina Concesionaria Española, S.A.

The most noteworthy changes in “Concession projects” were increases owing to the opening of the Pazo de Congresos de Vigo and of a stretch of the Arlanzón motorway.

In 2012 the main item was the increase owing to the progress in work on the airport in the region of Murcia and on the Pedemontana-Veneta motorway. Also worthy of mention is the transfer of the property, plant and equipment from the sludge plant in operation in Sant Adriá del Río Besos. Additionally, there was the commissioning of the Ecoparque solid waste treatment plant in La Rioja and the Maresme waste treatment and recovery plant in Barcelona.

Lastly, there were negative changes to the scope, due principally to the sale of 45% of the Autovía del Arlanzón and to the loss of the Autoestrada Do Marao concession project (Portugal).

At December 31 2012 and 2011 the Group had fully amortised assets totalling 215 thousand and 458 thousand euros, respectively.

Licensed projects under construction and in operation of the Group’s licensed companies at the end of financial years 2011 and 2012 were as follows:

2011

Operation Construction

Thousands of euros CostAccumulated

Amort. Provision Net

S.C. de Palma de Manacor, S.A. 55,199 (12,281) 0 42,918 0

Viastur Conc. del Principado de Asturias, S.A. 123,360 (22,142) 0 101,218 0

Autov. del Turia, Conc. Generalitat Valenciana S.A 105,987 (11,097) 0 94,890 0

Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 106,185 (9,044) 0 97,141 0

Aut. del Barbanza Conc. Xunta de Galicia, S.A. 100,226 (9,846) 0 90,380 0

Autovía del Arlanzón, S.A. 135,195 (3,179) 0 132,016 63,581

Neopistas S.A.U. 16,763 (7,030) 0 9,733 0

Total Motorways Spain 642,915 (74,619) 0 568,296 63,581

Auto Estrada do Marao, S.A. 11,759 (516) 0 11,243 120,006

Autopistas del Valle, S.A. 0 0 0 0 4,659

Superestrada Pedemontana Veneta, S.R.L. 0 0 0 0 21,823

N6 Concession Ltd 26,310 (6,086) 0 20,224 0

Rest Motorways 38,069 (6,602) 0 31,467 146,488

Motorways 680,984 (81,221) 0 599,763 210,069

Testa Inmuebles en Renta, S.A. 11,525 (1,123) 0 10,402 0

Bardiomar, S.L. 36,727 (7,758) 0 28,969 0

Testa Residencial S.L.U. 18,153 (3,009) 0 15,144 0

Pazo de Congreso de Vigo, S.A. 30,673 (602) (2,127) 27,944 0

Trade Center, S.L. 44,037 (8,927) 0 35,110

Rental properties 141,115 (21,419) (2,127) 117,569 0

Valoriza Servicios Medioambientales, S.A. 46,918 (8,345) 0 38,573 7,538

Biorreciclaje de Cádiz, S.A. 5,904 (775) 0 5,129 0

Tratamientos de Residuos La Rioja, S.L. 870 (67) 0 803 9,095

Boremer, S.A. 13,090 (6,319) 0 6,771 0

Valdemingómez 2000, S.A. 1,982 (1,112) 0 870 0

Residuos de Construcción de Cuenca, S.A. 57 (8) 0 49 0

Waste treatment 68,821 (16,626) 0 52,195 16,633

Empresa Mixta Aguas Santa Cruz de Tenerife, S.A. 61,863 (17,022) 0 44,841 0

Empresa Mixta de Aguas de Las Palmas, S.A. 39,751 (19,690) 0 20,061 0

Somague Ambiente, S A 252,942 (35,074) 0 217,868 44,123

Valoriza Agua, S.L. 12,690 (1,336) 0 11,354 0

Water 367,246 (73,122) 0 294,124 44,123

Somague SGPS (Parque de Estacionamiento Vila Real) 3,651 (2,073) 0 1,578 0

S. Concesionaria Aeropuerto Region Murcia, S.A. 2,810 (298) 0 2,512 204,783

Sacyr S.A.U (Apctos. Pza. del Centenario, V. Romero y Juan Esplandiú) 12,510 (234) 0 12,276 0

Sacyr S.A.U (Aparcamiento Pza. de la Encarnación) 39,428 (658) 0 38,770 0

Others 58,399 (3,263) 0 55,136 204,783

CONCESSION PROjECTS 1,316,565 (195,651) (2,127) 1,118,787 475,608

58

2012

Operation Construction

Thousands of euros CostAccumula-ted Amort. Provision Net Cost Provision Net

S.C. de Palma de Manacor, S.A. 55,199 (14,553) 0 40,646 0 0 0

Viastur Conc. del Principado de Asturias, S.A. 123,360 (27,459) 0 95,901 0 0 0

Autov. del Turia, Conc. Generalitat Valenciana S.A 107,333 (14,260) 0 93,073 0 0 0

Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 106,369 (12,156) 0 94,213 0 0 0

Aut. del Barbanza Conc. Xunta de Galicia, S.A. 100,345 (13,355) 0 86,990 0 0 0

Autovía del Arlanzón, S.A. 129,497 (8,012) 0 121,485 0 0 0

Neopistas S.A.U. 16,659 (7,829) 0 8,830 0 0 0

Total Motorways Spain 638,762 (97,624) 0 541,138 0 0 0

Auto Estrada do Marao, S.A. 0 0 0 0 4,655 0 4,655

Superestrada Pedemontana Veneta, S.R.L. 0 0 0 0 25,135 0 25,135

N6 Concession Ltd 28,489 (6,413) (1,338) 20,738 0 0 0

Rest Motorways 28,489 (6,413) (1,338) 20,738 29,790 0 29,790

Motorways 667,251 (104,037) (1,338) 561,876 29,790 0 29,790

Testa Inmuebles en Renta, S.A. 11,525 (1,285) 0 10,240 0 0 0

Bardiomar, S.L. 36,727 (9,099) 0 27,628 0 0 0

Testa Residencial S.L.U. 18,287 (3,253) 0 15,034 0 0 0

Pazo de Congreso de Vigo, S.A. 46,847 (1,411) (6,839) 38,597 0 0 0

Trade Center, S.L. 44,037 (9,834) 0 34,203 0 0 0

Rental properties 157,423 (24,882) (6,839) 125,702 0 0 0

Valoriza Servicios Medioambientales, S.A. 52,529 (10,868) 0 41,661 1,612 0 1,612

Biorreciclaje de Cádiz, S.A. 5,905 (973) 0 4,932 0 0 0

Tratamientos de Residuos La Rioja, S.L. 4,167 (225) 0 3,942 0 0 0

Boremer, S.A. 14,155 (6,800) 0 7,355 0 0 0

Valdemingómez 2000, S.A. 2,032 (1,283) 0 749 0 0 0

Metrofang, S.L. 13,827 (9,208) 0 4,619 0 0 0

Residuos de Construcción de Cuenca, S.A. 75 (11) 0 64 0 0 0

Waste treatment 92,690 (29,368) 0 63,322 1,612 0 1,612

Empresa Mixta Aguas Santa Cruz de Tenerife, S.A. 59,000 (16,520) (1,985) 40,495 0 0 0

Empresa Mixta de Aguas de Las Palmas, S.A. 39,751 (20,380) 0 19,371 0 0 0

Somague Ambiente, S A 253,871 (41,575) 0 212,296 48,011 0 48,011

Sacyr S.A.U. Desaladora de Alcudia 1,367 (105) 0 1,262 0 0 0

Valoriza Agua, S.L. 17,106 (2,224) 0 14,882 0 0 0

Water 371,095 (80,804) (1,985) 288,306 48,011 0 48,011

Somague SGPS (Parque de Estacionamiento Vila Real) 3,652 (2,280) 0 1,372 0 0 0

S. Concesionaria Aeropuerto Region Murcia, S.A. 2,810 (369) 0 2,441 222,779 (10,668) 212,111

Valoriza Facilities S.A.U. (Gestión Energética) 262 0 0 262 0 0 0

Sacyr S.A.U (Aparcamiento Pza. de la Encarnación) 12,510 (559) 0 11,951 0 0 0

Sacyr S.A.U (Aparcamiento Pza. de la Encarnación) 39,427 (1,625) 0 37,802 0 0 0

Others 58,661 (4,833) 0 53,828 222,779 (10,668) 212,111

CONCESSION PROjECTS 1,347,120 (243,924) (10,162) 1,093,034 302,192 (10,668) 291,524

59

Concession projects under construction include interest on the borrowings that effectively finan-ce investment in the motorway concerned. These finance costs were capitalised as “Concession projects under construction”. “Concession projects in operation” also includes interest capitali-sed by the concessionaire companies.

The accrued capitalised borrowing costs, concession periods and investments made and commi-tted are as follows:

01Consolidated

Statement

60 61


Statement

Capitalised finance costs Concession period Committed InvestmentInvestment

(thousands of euros)2012 2011Date came into

operationEnd of

concession

Motorways

S.C. de Palma de Manacor, S.A. 1,857 1,857 2007 2042 0

Viastur Conc. del Principado de Asturias, S.A. 4,483 4,483 2007 2035 0

Autov. del Turia, Conc. Generalitat Valenciana S.A 3,582 3,582 2008 2041 0

Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 4,557 4,557 2008 2041 0

Aut. del Barbanza Conc. Xunta de Galicia, S.A. 5,465 5,465 2008 2036 0

Autovía del Arlanzón, S.A. 4,214 3,873 2011 2026 0

Neopistas S.A.U. 0 0 2003 2030 0

Autoestradas do Marao (*) 0 7,989 2012 2038 0

Autopistas del Valle, S.A. 0 0 2013 2034 0

Superestrada Pedemontana Veneta, S.R.L. 0 0 2018 2057 1,605,401

N6 Concession Ltd 8,173 8,173 2009 2037 0

Rental properties

Testa Inmuebles en Renta, S.A. 0 0 2003 2099 0

Bardiomar, S.L. 0 0 2007 2052 0

Testa Residencial S.L.U.

Bentaberri (San Sebastián) 0 0 1994 2069 0

Trade Center, S.L. 0 0 2002 2022 0

Pazo de Congreso de Vigo, S.A. 0 256 2011 2068 0

Waste treatment

Valoriza Servicios Medioambientales, S.A.

Patentes Contenedores Soterrado 0 0 2007 2019 0

Las Calandrias SUW Plant 0 0 2002 2023 1,475

Zonas Verdes Guadarrama 0 0 2002 2023 0

Puertollano Car Park 0 0 2008 2018 0

Móstoles Tow Truck Service 0 0 2011 2045 0

Majadahonda SUW 0 0 2008 2016 0

Boadilla SUW 0 0 2002 2012 0

Aguas de Alcalá 0 0 2001 Adjournment 0

Los Hornillos Plant 673 418 2004 2029 0

Maresme Integrated Waste Treatment Centre 0 9,348 2011 2030 0

Cariño WWTP 0 0 2007 2024 0

Butarque Thermal Drying 390 217 2006 2026 0

Waste Treatment La Rioja 0 0 2002 2028 0

Boremer 0 0 1999 2024 0

Aranda de Duero Plant 0 0 2008 2013 0

Biorreciclaje de Cádiz, S.A. 0 0 2008 2038 0

Residuos de Construcción de Cuenca, S.A. 0 0 2010 2040 0

Tratamiento de Residuos de La Rioja, S.L. 0 0 2009 2029 0

Capitalised finance costs Concession period Committed InvestmentInvestment

(thousands of euros)2012 2011Date came into

operationEnd of

concession

Water

Empresa Mixta de Aguas de Las Palmas, S.A.

Las Palmas Water Concession 0 0 1993 2043 0

Santa Brígida Water Concession 0 0 1994 2019 0

Somague Ambiente, S A 0

Aguas de Carrazeda 0 0 2001 2031 0

AGS Paços Ferreira 2,017 2,017 2004 2039 0

Aguas de Barcelos 12,728 12,728 2005 2034 0

Aguas do Marco 2,290 2,290 2005 2039 0

Aguas de Cascais 2,523 898 2001 2030 8,437

Aguas de Alenquer 1,446 578 2003 2033 0

Aguas da Figueira 2,276 983 1999 2029 0

Aguas de Gondomar 7,831 2,939 2002 2031 7,877

Emp. Mixta Aguas S. Cruz de Tenerife, S.A. 0 0 2006 2031 0

Valoriza Agua, S.L.

Guadalajara Water Concession 0 0 2009 2034 4,106

Almaden Water Concession 0 0 2010 2035 0

Cabezon de la Sal Water Concession 0 0 2011 2036 627

Others

Aparcamiento Recadero, A.I.E. 0 0 2000 2049 0

Somague SGPS (Parque de Estacionamiento Vila Real) 0 0 1999 2019 1,371

S. Concesionaria Aeropuerto Region Murcia, S.A. 12,221 7,943 2014 2047 0

Sacyr S.A.U. (Aparcamiento Plaza de la Encarnación) 0 0 2011 2051 0

Sacyr, S.A.U. (Aparcamiento Virgen del Romero) 0 0 2011 2049 0

Sacyr, S.A.U. (Aparcamiento Plaza del Milenio) 0 0 2011 2051 0

Sacyr, S.A.U. (Aparcamiento Juan Esplandiu) 0 0 2011 2049 0

(*) Deconsolidated in 2012.

62 63


Statement

At December 31 2011 and 2012 none of the items reported by Group companies under “Con-cession projects” were subject to guarantees, other than the terms of the project financing, or to ownership restrictions.

At December 31 2011 and 2012 the entire investment recognised under the aforesaid heading relates to returnable assets that Group companies will transfer back to the concession grantors upon expiry of the concession period, as per the specific concession contracts . These companies do not expect to incur any additional costs on the reversion of the infrastructures at the end of the concession periods, other than those already budgeted in the relevant economic and finan-cial plans.

Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Concession projects”.

There are no significant undertakings to make repairs now or in the future other than those that are usual for this type of company.

With regard to the stake held in Emmasa, the contract signed between the City Council and the Sacyr Vallehermoso Group establishes that the 45-million-euro investment offered for the com-pletion of a sludge treatment plant, could be earmarked, under the same conditions and for the same amount, for actions related with the provision of services considered to be more advisable by common agreement between the contractor and the City Council.

The offer submitted by the contractor states that this plant would be built, financed and operated through a holding company. The initial capital investment would be the minimum stipulated by Law, with the Group undertaking to subscribe a share premium for the funds required to obtain Project Finance, in exchange for guaranteed rights to operate the plant itself.

Notwithstanding, as the Company has indicated to the City Council, any agreement reached will necessarily be based on Emmasa, whose financial statements make it possible to approach the bank market, and on a contract free of the legal-administrative doubts that hang over it, owing to the possible enforcement of a ruling which arose from an administrative error in the public exhibition of the report on the change of service management from public to private.

As regards Sociedad Concesionaria del Aeropuerto de la Región de Murcia, S.A., at December 31 2012 the Group had performed an impairment test, estimating the carrying amount of the concession asset to be greater than its recoverable value accordingly, the corresponding value adjustment needs to be made.

For the deterioration test the discounted cash flows valuation method was used. In this method the asset is considered as an entity generating cash flows, and the value thereof is given by cal-culating the current value of said flows using an appropriate discount rate. Cash flow discount methods are based on the detailed, meticulous projection, for each period, of each item linked to the generation of flows. The flows discounted in the model are those which remunerate the capital i.e., accrued dividends, loans to shareholders and the refunding of the capital at the end of the concession. The discount rate used is the cost of capital (ke). The manner of calculating the cost of capital is deduced from the “Capital Asset Pricing Model”(CAPM) theory, wherein “Ke” is defined as the risk-free rate plus the leveraged beta of the asset multiplied by the expected return of the market over the risk-free fixed income.

As regards macroeconomic hypotheses, inflation at 1.50% has been considered from 2013 and 2% for the remaining years. For interest rates, the 6-month Euribor curve quoted in Bloomberg on 01/01/2013 has been used. With regard to the operational hypotheses, the trading series considered is based principally on a “top-down” approach to the expected evolution of trade in the geographic corridor formed by the airports of Alicante, Murcia-San Javier and Almería, based on the historical correlation of the GDP of the principal countries or origin of air traffic visitors, and subsequently making an initial assignation by airport on the basis of the trend growth of each one as well as applying a series of corrective factors. As these projections incorporate the uncertainties of the economic setting, they assume the prolongation of the crisis beyond what could been expected two years ago, and a delay in the commissioning of the airport, represen-ting a decrease in terms of the predictions for demand made in previous studies, which tends to recover towards the end of the projected period. Thus, with regard to growth, reasonable assumptions have been used.

The results of the test point towards an impairment in the asset of 10,668 thousand euros, deri-ved principally from the delay in the commissioning and operation of the airport.

64 65


Statement

7 Investment properties

Movements in the various items under “Concession projects” in 2011 and 2012 and the related accumulated depreciation were as follows:

This note covers rental buildings, land and investment property in progress.

The main movements in 2011 were:

• The increase in “Investments in land and natural assets” mainly reflects the investment in urban development work on land owned by the Group.

• The increase in “Rental buildings” is primarily due to the refurbishment work on buildings being operated as well as the appreciation of the dollar and the application of the closing exchange rate to the carrying amounts of the Group’s building in Miami (USA).



Reclassif.and transfers

Exchangerate effect

Balance at 31-dic-11

Rental buildings 3,046,244 8,286 (1,370) 491 3,236 3,056,887

Work in progress 12,909 102 0 (419) 0 12,592

Investments in land and natural assets 37,678 5,233 0 0 0 42,911

Cost 3,096,831 13,621 (1,370) 72 3,236 3,112,390

Impairment (98,138) (4,366) 9,270 0 0 (93,234)

Impairment (98,138) (4,366) 9,270 0 0 (93,234)

Amortisation (344,230) (51,146) 799 0 (973) (395,550)

Accumulated Amort. (344,230) (51,146) 799 0 (973) (395,550)

TOTAL 2,654,463 (41,891) 8,699 72 2,263 2,623,606



Reclassif.and transfers

Exchangerate effect


Rental buildings 3,056,887 11,368 (41,920) 0 (1,923) 3,024,412

Work in progress 12,592 19 (87) 0 0 12,524

Investments in land and natural assets 42,911 170 (4,839) 0 0 38,242

Cost 3,112,390 11,557 (46,846) 0 (1,923) 3,075,178

Impairment (93,234) (50,511) (21) 0 0 (143,766)

Impairment (93,234) (50,511) (21) 0 0 (143,766)

Amortisation (395,550) (45,041) 2,686 0 568 (437,337)

Accumulated Amort. (395,550) (45,041) 2,686 0 568 (437,337)

TOTAL 2,623,606 (83,995) (44,181) 0 (1,355) 2,494,075

The main movements in 2012 were:

• The reduction “Investments in land and natural assets” in 2012 is due basically to the sale of a plot of building land for residential dwellings in Valdebebas (Madrid). The asset’s sale price was 2.8 million euros, giving rise to a pre-tax loss of 2.4 million euros.

• The reduction in the “Rental buildings” in 2012 is due basically to the sale of an office buil-ding located at Paseo de Gracia nº 56, in Barcelona. The asset’s sale price was 53.5 million euros, giving rise to a pre-tax profit of 21.8 million euros.

• The increase in “Rental buildings” is due fundamentally to the refurbishment work conduc-ted in the buildings under operation, among which worthy of which is the installation work for H&M in the Porto Pí Shopping Centre in Palma de Mallorca.

The most significant addition to impairment losses in 2012 and 2011 relates to the SyV Tower and the most important disposal in 2011 was that corresponding to the Tour Adria building in Paris (France).

The Group has appropriate insurance policies for all its assets.

“Rental buildings” also includes two leasing arrangements, as follows:

The schedule of principal repayments outstanding on leases at December 31 2012 and 2011 was as follows:

Sector BuildingsGross cost

at origin Acc. / Provis. Net cost Option PriceActual

Maturity

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Offices 4 4 302,958 302,871 37,522 33,723 265,436 269,148 105,992 105,992 14/02/2018

Hotel 1 1 61,000 61,000 12,000 10,600 49,000 50,400 21,350 21,350 21/01/2023

TOTAL 5 5 363,958 363,871 49,522 44,323 314,436 319,548 127,342 127,342

Thousands of euros 2012 2011

2012 0 10,808

2013 11,010 11,019

2014 11,227 11,234

2015 11,448 11,454

2016 11,673 11,676

2017 11,903 11,904

Subsequent years 134,121 134,085

TOTAL 191,382 202,180

66 67


Statement

At year-end 2012 and 2011, the terms of the leases with the tenants of the leased buildings listed included the following minimum rental payments, under the current leases, but not any charges for shared expenses, future rent increases indexed to the consumer price index (CPI) or other future rent rises under the lease:

All leases in the Group, except for those signed abroad, comply with Law 29/1994 dated Novem-ber 24 on Urban Leases.

Under this Law, based on the make-up of Group’s property portfolio, there are two types of lease:

For residential use

Article 9 of Law 29/1994 states that the duration of the lease shall be freely agreed upon be-tween the parties. The Group normally sets a mandatory term of one year for both parties. Article 9 also states that on expiry of this term the lease can be extended by annual stages at the dis-cretion of the lessee for up to a minimum of 5 years, when the lease shall be terminated. At each annual extension, rent is revised upward by the equivalent of the National General Index of the CPI. For private homes, rent is stated in the lease as all inclusive (bills). In government-subsidised housing, rent is set at a fixed level for each class of home, but services and utilities can be billed monthly on the same receipt. Besides one month’s legal deposit, the Group requires a bank Gua-rantee covering from 4 to 6 months’ rent, depending on the circumstances.

For non-residential use

The Law allows issues of term, rent, etc. to be freely agreed between the parties.

Normally, a term is agreed with the lessee and rent is updated annually in accordance with the National General Index of the CPI. Leases for terms longer than four years normally include a provision for the rent to be revised to market prices at the annual review for years 4-5, 8-10, etc.

Such leases normally specify rent plus bills and require, in addition to the statutory deposit of two months’ rent, a bank Guarantee for six monthly payments (rent plus bills plus VAT).

The table below shows the Group’s billings in future years under rental agreements outstanding at December 31 2011 and 2010 and estimates for the annual revisions in rents until expiry of the lease, which is assumed will not be renewed. For the calculation of rent revisions, a rate of 3.2% has been used for all years.


Less than one year 21,570 27,614

Between one and five years 77,114 84,686

More than five years 103,515 138,447

TOTAL 202,199 250,747

The fair value of the investment properties pledged as collateral for financial liabilities at De-cember 31 2012 and 2011 was 3,310,199 thousand euros and 3,486,550 thousand euros, res-pectively, against the corresponding principal amounts at those dates of 2,374,278 thousand euros and 2,507,669 thousand euros, respectively. The gross carrying amounts of investment property pledged as collateral for these financial liabilities at December 31 2012 and 2011 were 2,846,456 thousand euros and 2,870,703 thousand euros, respectively.

Rental income from “Investment properties” at December 31 2012 and 2011 was 231,671 thousand euros and 230,820 thousand euros, respectively, and direct operating expenses were 43,705 thousand euros and 43,403 thousand euros, respectively.

At December 31 2012 and 2011, there were no significant commitments to acquire investment properties.

In 2012 and 2011, no borrowing costs were capitalised as part of the construction costs of in-vestment properties. The amount capitalised in prior years totals 35,826 thousand euros.

Impairment of these assets is recognised as the difference between the net carrying amount of the asset and the value determined by the independent appraiser.

Impairment losses and reversals are reported under “Change in provision for impairment of in-tangible assets, property plant and equipment and securities portfolio”.

Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Investment properties”.

The independently appraised market value of investment properties at the 2012 and 2011 re-porting date was derived using the discounted cash flows method. Net rents from the buildings in each year were capitalised and future cash flows discounted to present value using market discount rates.

Net rents covered by the valuation method included leases in force at the valuation date and estimates of future rents discounting a marketing period for buildings with unlet space.

The residual value of the investment was calculated by capitalising the estimate last annual rent in the forecast period based on an estimated yield. The yield was determined according to the type of asset, location, tenants, type of lease and age of the asset.

Yields used to value Group assets:


2012 0 250,507

2013 239,469 236,956

2014 232,104 223,247

2015 208,235 199,868

2016 188,886 178,234

2017 173,178 165,354

Subsequent years 1,262,630 1,222,584

TOTAL 2,304,502 2,476,750

68 69


Statement

Like the valuation for 2011, the valuation for 2012 assumes cash flows grow by 2% in all years subject to valuation. Occupancy rates are assumed to be close to 95% in both evaluations, the average level for the Group in recent years. The time horizon for both valuations is 10 years.

An independent appraiser valued the Group’s property assets at 3,473 million euros at Decem-ber 31 2012, compared to a carrying amount of 2,495 million euros, giving an unrealised gain of 978 million euros. At December 31 2011 the corresponding valuation was 3,665 million euros, giving an unrealised gain of 999 million euros.

Exit Yields

2012 2011

Sector Minimum Maximum Minimum Maximum

OFFICES 5.00% 8.00% 5.00% 8.00%

Madrid 5.25% 6.75% 5.00% 6.50%

Barcelona 5.50% 8.00% 5.50% 8.00%

INDUSTRIAL 7.75% 8.10% 7.50% 7.75%

COMMERCIAL 6.15% 7.25% 6.25% 7.25%

HOTELS 5.70% 9.15% 6.00% 9.00%

PARKING 3.40% 5.00% 3.25% 5.00%

RESIDENCIAL 4.00% 4.50% 4.00% 4.50%

RESIDENCES FOR THE ELDERLY 9.00% 10.00% 9.00% 10.00%

8 Other intangible assets

Movements in “Other intangible assets” in 2011 and 2012 and the related accumulated amorti-sation were as follows:



Reclassif. and

transfersChange in

scopeExchange

rate effectBalance at 31-dic-11

Industrial property 169 376 0 6 0 0 551

Goodwill 145 192 0 0 0 0 337

Development costs 140 604 0 0 0 0 744

Transfer rights 3,428 47 0 0 0 0 3,475

Computer applications 28,626 1,410 (112) 20 0 4 29,948

Advances 1,120 458 (1,121) 0 0 (13) 444

Greenhouse Gas Emission Rights 6,495 3,961 (3,708) 0 0 0 6,748

Cost 40,123 7,048 (4,941) 26 0 (9) 42,247

Impairment (2) 2 0 0 0 0 0

Impairment (2) 2 0 0 0 0 0

Industrial property (114) (310) 0 (2) 0 0 (426)

Goodwill (63) (204) 1 (1) 0 0 (267)

Development costs 0 (15) 0 0 0 0 (15)

Transfer rights (1,241) (218) 0 0 0 0 (1,459)

Computer applications (22,653) (2,539) 108 (14) 0 0 (25,098)

Accumulated amortisation (24,071) (3,286) 109 (17) 0 0 (27,265)

TOTAL 16,050 3,764 (4,832) 9 0 (9) 14,982



Reclassif. and

transfersChange in

scopeExchange

rate effectBalance at 31-dic-12

Industrial property 551 11 0 0 (159) 0 403

Goodwill 337 0 0 0 0 0 337

Development costs 744 154 (176) (317) 0 0 405

Transfer rights 3,475 95 0 6 0 0 3,576

Computer applications 29,948 591 (63) 1 (138) (5) 30,334

Advances 444 371 (87) 359 0 1 1,088

Greenhouse Gas Emission Rights 6,748 4,577 (6,667) 0 0 0 4,658

Cost 42,247 5,799 (6,993) 49 (297) (4) 40,801

Industrial property (426) (42) 0 0 144 0 (324)

Goodwill (267) 0 0 0 0 0 (267)

Development costs (15) (30) 0 0 0 0 (45)

Transfer rights (1,459) (221) 0 (3) 0 0 (1,683)

Computer applications (25,098) (1,986) 89 2 125 0 (26,868)

Accumulated amortisation (27,265) (2,279) 89 (1) 269 0 (29,187)

TOTAL 14,982 3,520 (6,904) 48 (28) (4) 11,614

70 71


Statement

Details of the main greenhouse gas emission rights are as follows:

Given that emission rights are not amortised, a provision for liabilities and charges is recognised as they are consumed (see Note 21.1).

The details for intangible assets located outside Spain at December 31 2011 and 2012 are as follows:

At December 31 2012 and 2011 fully amortised intangible assets in use totalled 28,037 thou-sand and 24,506 thousand euros, respectively.

2012 2011

Balance Consumption Balance Consumption

Number of rights

Value (thousands

of euros)Number of

rights

Value (thousands

of euros)Number of

rights

Value (thousands

of euros)Number of

rights

Value (thousands

of euros)

Compañía EnergéticaPuente del Obispo, S.L. 147,964 887 91,487 1,321 20,994 1,460 84,878 1,321

Compañía Energética Las Villas, S.L. 187,247 1,099 116,011 1,861 22,948 2,014 109,447 1,861

Compañía Energética Pata de Mulo, S.L. 106,850 553 66,681 911 973 917 68,554 911

Olextra, S.A. 101,431 488 60,785 872 22 872 65,888 872

Compañía Energética Linares, S.L. 135,681 7,444 95,623 1,274 254 1,275 92,809 1,274

FINANCIAL YEAR 2011Thousands of euros Portugal Libya Panama Chile Ireland Italy Others TOTAL

Industrial property 179 0 0 0 0 312 0 491

Computer applications 5,661 125 107 6 87 244 30 6,260

Advances 0 0 0 12 0 0 0 12

Cost 5,840 125 107 18 87 556 30 6,763

Accumulated amortisation (5,317) (22) (17) (2) (59) (518) (18) (5,953)

TOTAL 523 103 90 16 28 38 12 810

FINANCIAL YEAR 2012Thousands of euros Portugal Libya Panama Chile Ireland Italy Others TOTAL

Industrial property 179 0 0 0 0 164 0 343

Computer applications 5,664 122 110 19 86 121 26 6,148

Advances 0 0 0 25 0 0 0 25

Cost 5,843 122 110 44 86 285 26 6,516

Accumulated amortisation (5,563) (34) (49) (11) (69) (270) (20) (6,016)

TOTAL 280 88 61 33 17 15 6 500

9 Goodwill

9.1. Changes in goodwill

Movements in “Goodwill” in 2011 and 2012 were as follows:


Balance at 31-dic-10 Retirements

Reclassif. and transferred

Impairment and exchange

rateBalance at 31-dic-11

Holding 18,230 0 0 (18,230) 0

Valoriza Gestión 18,230 0 0 (18,230) 0

Grupo Valoriza 117,440 (45) 0 (7) 117,388

Valoriza Servicios Medioambientales 94,987 0 0 0 94,987

Suardiaz 2,204 0 0 0 2,204

Águas de Mandaguahy 97 0 0 (7) 90

Águas de Cascais 2,206 0 0 0 2,206

Hidurbe 996 (45) 0 0 951

Aguas do Marco 2,241 0 0 0 2,241

Taviraverde 23 0 0 0 23

Aguas da Covilha 14,394 0 0 0 14,394

Fagar 292 0 0 0 292

Somague Group 30,479 (3,677) 0 0 26,802

Somague Engenharia (Soconstroi) 18,482 0 0 0 18,482

Engigas 3,677 (3,677) 0 0 0

CVC 1,356 0 0 0 1,356

Somague Ediçor 999 0 0 0 999

Neopul 1,172 0 0 0 1,172

Somague Investimentos 4,793 0 0 0 4,793

TOTAL 166,149 (3,722) 0 (18,237) 144,190

72 73


Statement


Balance at 31-dic-11 Retirements

Reclassif. and transferred

Impairment and exchange

rateBalance at 31-dic-12

Grupo Valoriza 117,388 (54) 0 (9) 117,325

Valoriza Servicios Medioambientales 94,987 0 0 0 94,987

Suardiaz 2,204 0 0 0 2,204

Aguas de Mandaguahy 90 0 0 (9) 81

Aguas de Cascais 2,206 0 0 0 2,206

Hidurbe 951 (54) 0 0 897

Aguas do Marco 2,241 0 0 0 2,241

Taviraverde 23 0 0 0 23

Aguas da Covilha 14,394 0 0 0 14,394

Fagar 292 0 0 0 292

Somague Group 26,802 (999) 0 0 25,803

Somague Engenharia (Soconstroi) 18,482 0 0 0 18,482

Engigas 0 0 0 0 0

CVC 1,356 0 0 0 1,356

Somague Ediçor 999 (999) 0 0 0

Neopul 1,172 0 4,793 0 5,965

Somague Investimentos 4,793 0 (4,793) 0 0

TOTAL 144,190 (1,053) 0 (9) 143,128

At year-end 2011, all of the goodwill that Sacyr Vallehermoso held in Valoriza Gestión, S.A. through its Somague Ambiente subsidiary relating to the water-management concessions in Portugal was written down for 18,230 thousand euros (see Note 6).

The main item in 2012 was the transfer of 4,793 thousand euros owing to the merger of Soma-gue Investimentos with Neopul.

9.2 Impairment testing of goodwill

At each reporting date the Group performs an impairment test on each cash-generating unit to which goodwill has been allocated. Impairment is determined by assessing recoverable value. Recoverable value is the higher of the asset’s fair value less costs to sell and value in use. Fair value is defined as the price for which a company could be sold between knowledgeable, willing parties in an arm’s length transaction.

The recoverable value of each cash-generating unit determined by this method is then compared to its carrying amount. When the recoverable value is less than the carrying amount, an irreversi-ble impairment loss is recognised in the consolidated income statement.

Where recoverable value cannot be measured reliably (usually because the company is not lis-ted on an official financial market), it is assessed using other valuation methods.

Goodwill is valued by discounting forecast future cash flows to their present value at a discount rate that reflects the time value of money and the risks specific to the asset. At each reporting date the Group performs an impairment test on each cash-generating unit to which goodwill has been allocated. To this end, fair value is assessed. Fair value is defined as the price for which a company could be sold between knowledgeable, willing parties in an arm’s length transaction.

a) Goodwill of Valoriza Servicios Medioambientales

Valoriza Servicios Medioambientales, S.A.’s goodwill was valued by discounting to present the estimated cash flows of its various concession projects until expiry. Management projections were based on the following key assumptions:

• Growth rates in a range of 2% to 4%, as in 2011.• Discount rates, based on the weighted average cost of capital (WACC), of between 6% and

8%, as in 2011.

Recoverable value was calculated for each concession project assessed, based on the lifetime of the concession in years. There were no changes, nor are any changes reasonably expected, in the key assumptions used by management to determine the recoverable amount of the cash-ge-nerating unit (or group of cash-generating units) that could indicate that the carrying amount of the cash-generating unit (or group of cash-generating units) exceeds the recoverable amount. Sensitivity analysis are performed each year (several assumptions are made regarding discount and growth rates) to guarantee that no scenario would result in an impact on the recoverability of the Group’s goodwill. From the range of values reached in this analysis, the Group concludes that the recoverable value of its assets is at least equal to their net carrying amounts at December 31 2012 and 2011.

b) Goodwill of Valoriza Gestión

At year-end 2011, all of the goodwill that Sacyr Vallehermoso held in Valoriza Gestión, S.A. rela-ting to the water-management concessions in Portugal was written down for 18,230 thousand euros.

Valoriza Gestión was valued by discounting the estimated cash flows for several water conces-sionaires in Portugal that shareholders can expect to receive throughout the concession periods based on the financial plans.

Highly disparate growth rates were used, as these were very long-term concessions, with lives of between 25 and 35 years, and were still in their early years. The growth rate depended on the particular concession and what phase it was in. These concessions had an initial take-off period, a secondary growth phase and final phase of maturity. As a result, there was not a single growth rate.

Discount rates were based on the estimated cost of capital (CAPM), calculated using a risk-free rate benchmarked to the Portuguese 15-year government bond, a beta that reflected the risk of the assets and gearing, and a market risk premium. Under these assumptions, the discount rate or Ke (Cost of Equity) fell within a range of 8% and 10%.

74 75


Statement

c) Goodwill of Somague SGPS

At December 31 2012 and 2011, goodwill related to Somague Engenharia was 18,482 thousand euros. Somague Engenharia’s valuation was based on the price paid for Soconstroi - Sociedade de Construções, S.A. which was wholly acquired by Somague SGPS in 1997 and was merged by ab-sorption into its wholly owned subsidiary Somague Engenharia, S.A. in December 1998.

To arrive at this valuation, the expected cash flows were discounted over a period of 5 years in line with the Group’s financial plans. Subsequent projections were based on perpetual cash flows equal to those forecast for the fifth year, adding an additional element of prudence into the estimates. The main assumptions underlying this valuation are as follows:

• Growth rates for cash flows over the next 5 years in a range of 0% to 7% (between 2% and 3% at December 31 2011).

• Discount rates based on the estimated cost of capital (CAPM) calculated using a risk-free rate benchmarked to the German 10-year government bond, a beta that reflects the risk of the assets and gearing, and a country risk premium. Based on these assumptions, the discount rate or Ke (cost of equity) falls within a range of 7% and 9.1% (between 8.8% and 10.1% at December 31 2011).

Recoverable value was calculated for each project assessed, based on the lifetime of the conces-sion in years. From the range of values reached in this analysis, the Group concludes that the reco-verable value of its interest in the company is at least equal to its net carrying amount at December 31 2012 and 2011..

10 Investments accounted for using the equity method

Movements in this heading in 2011 and 2012 were as follows:



Changes in scope

Share inresults Impairment

Dividendsreceived

Variation innet equity Additions Retirements


Build2Edifica, S.A. 278 0 12 0 0 (139) 0 0 151

Eurolink S.C.P.A. 7,013 0 0 0 0 0 0 0 7,013

Grupo Sacyr 7,291 0 12 0 0 (139) 0 0 7,164

Alazor Inversiones, S.A. (935) 0 (5,227) 0 0 0 6,162 0 0

PPPS Conslutoria em Saúde, S.A. 0 459 0 0 0 0 (459) 0

Tenemetro, S.L. 5,602 0 (229) 0 0 (5,144) 0 0 229

Autopista de Guadalmedina Concesionaria Española, S.A. 0 43,003 (778) 0 0 (4,765) 0 0 37,460

Aeropuertos Región de Murcia, S.A. 68 0 1 0 0 0 0 0 69

Metro de Sevilla, S.A. 45,318 0 1,893 0 (337) 351 0 0 47,225

Autopista Madrid Sur, S.A. 430,851 0 (4,721) (426,709) 0 579 0 0 0

Inversora Autopistas de Levante, S.L. 243,423 0 (4,888) (240,319) 0 1,784 0 0 0

Sociedad Hospital de Majadahonda Explotaciones, S.A. 733 0 246 0 0 0 0 0 979

Hospital de Majadahonda, S.A. 3,554 0 1,097 0 0 (1,590) 0 0 3,061

Concesiones Group 728,614 43,003 (12,147) (667,028) (337) (8,785) 6,162 (459) 89,023

Biomeruelo de Energía, S.A. 131 0 135 0 0 (135) 9 0 140

Gestión de Partícipes del Biorreciclaje, S.A. (9) 0 0 0 0 0 0 0 (9)

Infoser Estacionamiento Regulado, A.I.E. 65 0 0 0 0 0 0 0 65

Parque Eólico La Sotonera, S.L. 1,578 0 553 0 0 (444) 0 0 1,687

Inte RCD, S.L. 18 0 (1) 0 0 0 22 0 39

Inte RCD Bahía de Cádiz, S.L. (57) 0 0 0 0 (37) 0 0 (94)

Biomasas del Pirineo, S.A. 60 0 0 0 0 0 0 0 60

Cultivos Energéticos de Castilla, S.A. (4) 0 (1) 0 0 10 0 0 5

Geida Skikda, S.L. 3,051 0 639 0 0 0 0 0 3,690

Geida Tlemcen, S.L. 9,043 0 981 0 0 0 0 0 10,024

Alcorec, S.L. 2 0 0 0 0 (16) 0 0 (14)

Inte RCD Huelva, S.L. (19) 0 0 0 0 0 0 0 (19)

Sacorec, S.A. (3) 0 0 0 0 0 0 0 (3)

Soleval Renovables, S.L. 27 0 384 0 0 0 0 0 411

Enervalor Naval, S.L. 77 0 (1) 0 0 0 0 0 76

Central Térmica la Torrecilla, S.A. 181 0 0 0 0 0 0 0 181

Iniciativas Medioambientales del Sur, S.L. 138 0 0 0 0 5 0 0 143

Solucia Renovables, S.L. 9,324 0 (198) 0 0 4,027 0 0 13,153

Ecotrading 360 Grados, S.L. 0 (1) 0 0 0 0 0 0 (1)

Combustibles Ecológicos de Cantabria, S.L. (2) 0 0 0 0 1 0 0 (1)

Sociedad Andaluza de Valoración de la Biomasa, S.A 134 0 (17) 0 0 0 0 0 117

Ambigal Engenheria de Infraestructuras Ambientais, S.A. 67 0 0 0 0 0 0 0 67

Laboratorio Regional del Tras-os-Montes LDA 300 0 26 0 0 (2) (34) 0 290

Tratamiento de Aguas Residuais de Ave, S.A. 3,819 0 1,623 0 0 0 0 (864) 4,578

Taviraverde - Empresa Municipal de Ambiente, E.M. 100 0 69 0 0 (1) 0 0 168

Cascaissedenova - Actividades Inmobilarias, S.A. 9 0 (19) 0 0 0 10 0 0

Fagar - Faro, Festai de Agua e Residuos, E.M. (34) 0 289 0 0 (138) 34 0 151

Aguas do Sado - Con. dos Sistemas de Abast. de Agua e de Saneamento de Setubal, S.A. 1,653 0 890 0 0 (254) 0 0 2,289

Excehlentia - Sociedade Inmobiliaria, LDA 8 0 (1) 0 0 0 0 0 7

Enerwood-Covilhá (2) 0 0 0 0 0 2 0 0

Somague Mesquita Hidurbe 0 0 (73) 0 0 0 0 73 0

SICA Soluções Tecnologicas 189 0 (38) 0 0 1 0 (7) 145

Valoriza Group 29,844 (1) 5,240 0 0 3,017 43 (798) 37,345

Camarate Golf, S.A. 4,285 0 (10) 0 0 (1,596) 0 0 2,679

Nova Benicalap, S.A. 116 (116) 0 0 0 0 0 0 0

Club de Campo as Mariñas, S.A. (29) 0 0 0 0 0 0 0 (29)

Puerta Oro de Toledo, S.L. 2,100 0 0 0 0 0 0 0 2,100

Habitat Network, S.A. 206 0 (6) 0 0 (2) 0 0 198

M Capital, S.A. 474 0 (78) 0 0 (2) 0 0 394

Vallehermoso Group 7,152 (116) (94) 0 0 (1,600) 0 0 5,342

Parking Palau, S.A 833 0 43 0 0 (66) 0 0 810

Pk Hoteles, S.L. 3,125 0 (42) 0 0 21 0 0 3,104

Testa Group 3,958 0 1 0 0 (45) 0 0 3,914

Haçor - Concessionária do Edifício do Hospital da Ilha Terceira, S.A. 10 0 0 0 0 0 0 0 10

Somague Panamá 8 0 0 0 0 0 0 0 8

Somague MHP 0 20 0 0 0 0 0 0 20

Engigás-Cabo Verde 2 0 0 0 0 0 0 0 2

H.S.E. - Empreendimentos Imobiliários, Lda 386 0 (8) 0 0 (252) 0 0 126

Sociedade Complexo Tivane, Lda 1 0 0 0 0 (1) 0 0 0

PPPS Conslutoria em Saúde, S.A. 2,480 0 933 0 0 0 0 (409) 3,004

Somague Group 2,887 20 925 0 0 (253) 0 (409) 3,170

Repsol YPF, S.A. 7,057,476 (3,673,610) 438,819 (437,659) (198,830) 284,524 0 0 3,470,720

SyV Part. Mobiliarias Group 7,057,476 (3,673,610) 438,819 (437,659) (198,830) 284,524 0 0 3,470,720

SACYR VALLEHERMOSO GROUP 7,837,222 (3,630,704) 432,756 (1,104,687) (199,167) 276,719 6,205 (1,666) 3,616,678

76



Changes in scope

Share inresults Impairment

Dividendsreceived

Variation innet equity Additions Retirements


Build2Edifica, S.A. 151 (151) 0 0 0 0 0 0 0

Eurolink S.C.P.A. 7,013 0 0 0 0 0 0 0 7,013

Sacyr Group 7,164 (151) 0 0 0 0 0 0 7,013

Tenemetro, S.L. 229 0 (223) 0 (7) 80 0 0 79

Autopista de Guadalmedina Concesionaria Española, S.A. 37,460 0 (4,113) 0 0 (2,870) 0 0 30,477

Aeropuertos Región de Murcia, S.A. 69 0 0 0 0 0 0 0 69

Metro de Sevilla, S.A. 47,225 0 1,157 0 (2,304) (60) 0 0 46,018

Sociedad Hospital de Majadahonda Explotaciones, S.A. 979 0 71 0 (950) (24) 0 0 76

Hospital de Majadahonda, S.A. 3,061 0 1,066 0 0 (1,528) 0 0 2,599

Concesiones Group 89,023 0 (2,042) 0 (3,261) (4,402) 0 0 79,318

Biomeruelo de Energía, S.A. 140 0 68 0 (118) (10) 0 0 80

Gestión de Partícipes del Biorreciclaje, S.A. (9) 0 0 0 0 0 0 0 (9)

Infoser Estacionamiento Regulado, A.I.E. 65 0 0 0 0 0 0 0 65

Parque Eólico La Sotonera, S.L. 1,687 0 617 0 (362) (8) 0 0 1,934

Inte RCD, S.L. 39 0 0 0 0 (99) 0 0 (60)

Inte RCD Bahía de Cádiz, S.L. (94) 0 0 0 0 0 0 0 (94)

Biomasas del Pirineo, S.A. 60 0 (1) 0 0 0 0 0 59

Cultivos Energéticos de Castilla, S.A. 5 0 (1) 0 0 0 0 0 4

Geida Skikda, S.L. 3,690 0 1,390 0 0 0 0 0 5,080

Geida Tlemcen, S.L. 10,024 0 8,955 0 0 1,060 0 0 20,039

Alcorec, S.L. (14) 0 (17) 0 0 (49) 0 0 (80)

Inte RCD Huelva, S.L. (19) 0 (1) 0 0 (2) 0 0 (22)

Sacorec, S.A. (3) 0 0 0 0 0 0 0 (3)

Soleval Renovables, S.L. 411 0 660 0 0 0 0 0 1,071

Enervalor Naval, S.L. 76 0 2 0 0 0 0 0 78

Central Térmica la Torrecilla, S.A. 181 (181) 0 0 0 0 0 0 0

Iniciativas Medioambientales del Sur, S.L. 143 0 0 0 0 0 0 0 143

Solucia Renovables, S.L. 13,153 0 (23,655) 0 0 12,040 0 0 1,538

Ecotrading 360 Grados, S.L. (1) 0 0 0 0 0 0 0 (1)

Combustibles Ecológicos de Cantabria, S.L. (1) 0 0 0 0 4 0 0 3

Sociedad Andaluza de Valoración de la Biomasa, S.A 117 0 (9) 0 0 (21) 0 0 87

Ambigal Engenheria de Infraestructuras Ambientais, S.A. 67 0 0 0 0 0 0 0 67

Laboratorio Regional del Tras-os-Montes LDA 290 0 35 0 0 0 0 0 325

Tratamiento de Aguas Residuais de Ave, S.A. 4,578 0 1,457 0 0 0 0 (740) 5,295

Taviraverde - Empresa Municipal de Ambiente, E.M. 168 13 137 0 0 0 0 0 318

Cascaissedenova - Actividades Inmobilarias, S.A. 0 0 (19) 0 0 0 19 0 0

Fagar - Faro, Festai de Agua e Residuos, E.M. 151 (101) 598 0 0 0 0 (68) 580

Aguas do Sado - Con. dos Sistemas de Abast. de Agua e de Saneamento de Setubal, S.A. 2,289 (51) 777 0 0 0 0 (600) 2,415

Excehlentia - Sociedade Inmobiliaria, LDA 7 0 0 0 0 0 0 0 7

Somague Mesquita Hidurbe 0 0 (59) 0 0 0 59 0 0

Aguas de Votorantim 0 0 377 0 0 0 0 0 377

SICA Soluções Tecnologicas 145 (1) (44) 0 0 (16) 0 0 84

Valoriza Group 37,345 (321) (8,733) 0 (480) 12,899 78 (1,408) 39,380

Camarate Golf, S.A. 2,679 0 (187) 0 0 (66) 0 0 2,426

Club de Campo as Mariñas, S.A. (29) 0 0 0 0 0 0 0 (29)

Puerta Oro de Toledo, S.L. 2,100 0 (3) 0 0 0 0 0 2,097

Habitat Network, S.A. 198 0 (5) 0 0 (2) 0 0 191

M Capital, S.A. 394 0 (71) 0 0 (78) 0 0 245

Vallehermoso Group 5,342 0 (266) 0 0 (146) 0 0 4,930

Parking Palau, S.A 810 0 32 0 0 0 0 0 842

Pk Hoteles, S.L. 3,104 0 (622) 0 0 0 0 0 2,482

Testa Group 3,914 0 (590) 0 0 0 0 0 3,324

Haçor - Concessionária do Edifício do Hospital da Ilha Terceira, S.A. 10 0 0 0 0 0 0 0 10

Somague Panamá 8 0 0 0 0 0 0 0 8

Somague MHP 20 0 0 0 0 0 0 (20) 0

Engigás-Cabo Verde 2 0 0 0 0 0 0 0 2

H.S.E. - Empreendimentos Imobiliários, Lda 126 0 0 0 0 0 0 (1) 125

PPPS Conslutoria em Saúde, S.A. 3,004 0 1,103 0 0 0 0 0 4,107

Somague Group 3,170 0 1,103 0 0 0 0 (21) 4,252

Repsol, S.A. 3,470,720 0 206,850 (1,065,678) (124,408) (19,195) 0 0 2,468,289

SyV Part. Mobiliarias Group 3,470,720 0 206,850 (1,065,678) (124,408) (19,195) 0 0 2,468,289

SACYR VALLEHERMOSO GROUP 3,616,678 (472) 196,322 (1,065,678) (128,149) (10,844) 78 (1,429) 2,606,506

77

On December 20 2011, the Sacyr Vallehermoso Group sold 10% of its interest in Repsol, or 122,086,346 shares, for 21.066 euros per share. The interest was sold to a number of credit agencies of the bank syndicate, formed expressly for the acquisition of the initial package of Repsol.

The assumptions and procedures used to assess impairment in the various companies are exp-lained below:

Repsol, S.A.:

At December 31 2012, Repsol was trading at 15.335 euros per share, giving Sacyr Vallehermo-so’s stake a fair value of 1,874 million euros. This is less than the average purchase price of 26.71 euros per share. Nonetheless, the value in use of the Repsol investment is higher than its fair value, and the stake’s recoverable value is therefore considered to be its value in use. The Sacyr Vallehermoso Group views this shareholding as a stable long-term investment and has no plans to accept a selling price for the shares below their value in use.

On April 16 2012, the Government of Argentina declared YPF, S.A., owned by Repsol, S.A., to be a public utility company and subject to expropriation. At said date, the Spanish company owned 57.43% of the capital of the Argentinian company.

Two days later, the expropriation was also extended to the gas company, YPF Gas, S.A., and in which Repsol, at that time, held an 84.997% stake of its share capital.

Subsequent to the parliamentary procedure, on May 7 2012 the ruling was published in the Official Gazette of the Republic of Argentina, coming into force on the same day.

From the outset, Repsol has maintained that the expropriation was manifestly unlawful and se-riously discriminatory, as it affected only those YPF shares owned by the Spanish oil company, and a fair price was not received in exchange. Repsol has, expressly and fully, reserved all rights and actions to which it may be entitled to preserve its rights, the value of all its assets and the interests of its shareholders. Among other actions, the Spanish oil company has filed a lawsuit against the Argentinian Government for the non-compliance, by the State, of the obligation to make a takeover bid for all YPF shares prior to taking control of the aforesaid company. In De-cember, and for the same reasons, Repsol also filed a claim for international arbitration before the International Centre for Settlement of Investment Disputes (ICSID), an organisation attached to the World Bank.

It should also be pointed out that, in 2007 and 2008, Repsol reached a series of agreements, formalised by means of two loans, with the Argentinian Group, Petersen Energía, for the cession of part of YPF shares owned by the Spanish oil company. Immediately before the expropriation was decreed, the Peterson Group held a 25.46% stake in YPF. Repsol, exercising its contractual rights, notified Peterson of the early termination of said loan contracts and requested the imme-diate reimbursement of the amount outstanding at said moment. Additionally, Repsol has made provisions, net of the market value of the shares pledged as a guarantee for said loans, for a total of 1,402 million euros.

As a consequence of the expropriation, Repsol has lost control of YPF and of YPF Gas, owing to which it has deconsolidated both companies from its accounts; this has entailed derecognising all assets, liability and minority interests in its balance sheets, as well as the all the corresponding translation differences. Since the loss of control of the aforesaid companies, YPF and YPF Gas are considered as discontinued operations, owing to which the income or expenses contributed to the Repsol Group by both companies, were classified, at December 31 2012, under the heading “profit attributable to the Parent Company for discontinued operations”, for the net profit from taxes and minority interest, from the start of said financial year until the loss of control, totalling 147 million and 2 million euros, respectively.

78 79


Statement

The shares subject to expropriation have been recognised by Repsol, in its accounts, at an initial amount of 5,373 million euros under “Non-current assets held for sale subject to expropria-tion” (5,343 million euros for the YPF shares subject to expropriation, and 30 million for the YPF Gas shares) and the remaining shares, which were not expropriated, were entered as “Avai-lable-for-sale financial assets”, for a total amount of 300 million euros (280 million euros for shares in YPF, and 20 million euros for those in YPF Gas). These values have been calculated on the basis of the best estimates of the Repsol, S.A. directors, considering the uncertainty regarding the outcome of the ongoing or potential legal proceedings.

Repsol considers that it has sound, clear, legal grounds for obtaining the restitution of the expro-priated YPF and YPF Gas shares, or for obtaining compensation from the Argentinian Government for an amount equivalent to the market value of the expropriated stake, as well as receiving compensation for the damages suffered through this action.

According to Articles 7 and 28 of the YPF bylaws, in the event of control being taken by the Argentinian Government, the purchaser must make a takeover bid for the entire body of shares, the acquisition price of which shall be paid in cash and calculated in accordance with certain pre-determined criteria which for the purposes of entering the shares into the accounts, constitute a valid reference for estimating the compensation which, at the bare minimum, Repsol must ob-tain. The result of this estimate, made by the Spanish oil company at the time of expropriation, is a valuation for 100% of YPF on no less than 13,864 million euros, calculated with the exchange rate at year-end 2012, and 7,070 million euros for the 51% subject to expropriation, to which would need to be added, as mentioned above, the costs for damages caused to the Spanish energy company.

On the basis of this evidence, and subsequent to Repsol’s presentation of its 2012-2016 Stra-tegic Plan on May 29 2012, the group estimated the recoverable value of its shareholding in Repsol in order to compare it to the net carrying amount of the interest and make any needed impairment adjustments. The recoverable amount is the higher of fair value less costs to sell and value in use. The Group estimated value in use in accordance with IAS 36.

Since the group acquired the shareholding in Repsol, it has estimated the value in use of the Repsol investment based on a calculation of total asset value, which was determined by dis-counting the estimated free cash flows expected to be generated by the group and deducting net borrowings and non-controlling interests at the analysis reference date.

The Group estimated free cash flows based on its forecasts of the cash flows it will receive as a core shareholder in Repsol and on the Strategic Plan announced by Repsol. In this valuation, the recoverable value of the shareholding in YPF is considered equal to that which Repsol recently published in its financial statements.

Medium-term projections (8-years) were used, taking into account the maturity periods of the Group’s major exploration and extraction projects. Perpetual income was calculated using the Gordon-Shapiro model. This applies a normalised free cash flow based on the cash flow for the last projected year, recurring perpetual investment in line with that of the last projected period and maintenance of the productive capital stock. A perpetual growth rate (g) of 1% in nominal terms was applied (1.5% in 2011).

Projected cash flows were discounted at a rate based on weighted average cost of capital (WACC). Considering the weightings of each source of capital, is estimated at around 8.13% (10.4% in 2011). The key assumptions used in calculating WACC were as follows:

- Cost of equity (Ke): using a discount rate of 10.5% (12.5% in 2011), based on the capital asset pricing model (CAPM) for construction, and the following parameters:

• Risk-free rate (Rf): using the average weighted risk-free rates of countries in which Repsol operates (Spain, Argentina, Brazil, Mexico, Libya, Algeria, the United States, etc.) based on the yield on the respective government bonds (in general, 10-year maturity). The weighted average for these rates, based on Repsol’s share of the net assets and exposure, is approxi-mately 4.8% (6.6% in 2011).

• Market risk premium of 5% (5.5% in 2011), considered globally for all markets in which Repsol operates.

• Leveraged beta of 0.95 (0.89 in 2011), based on the correlation between the trading price of Repsol shares and the Spanish benchmark index.

• Specific risk premium: a specific risk premium may be applied to allow for any risks left out of previous parameters.

- Cost of interest-bearing loans and borrowings after tax (Kd): using a rate of around 3.8% (3.5% in 2011).

In addition, a sensitivity analysis is carried out with respect to the residual growth rate (between 0.5% and 1.5% in 2012 and between 1% and 2% 2011) and the WACC (between 7.9% and 8.4% in 2012 and between 10% and 11% in 2011).

The range of share values determined by this analysis, once extreme values have been discar-ded, was between 19.43 and 21.02 euros per share, the core value being 20.20 euros per share. This analysis led to the conclusion that the value in use of the Group’s interest in Repsol was less than the net carrying amount of the interest at December 31 2012. The Sacyr Vallehermoso Group therefore recorded an impairment loss on the interest reducing its carrying amount to its value in use.

Autopistas del Sur and Autopistas de Levante:

At December 31 2011, in light of the growing uncertainty regarding the future viability of the companies Inversora de Autopistas del Sur, S.L. and Inversora de Autopistas de Levante, S.L., the Sacyr Vallehermoso Group has decided to write down 100% of these investments.

This involved impairment losses, net of taxes, in the two companies of 442.1 million euros, of which 284.9 million euros related to Inversora de Autopistas del Sur, S.L. and 157.2 million euros related to Inversora de Autopistas de Levante, S.L.

Inversora de Autopistas del Sur, S.L., in which the Group holds a 35% interest and which owns 100% of the concessionaire Autopista Madrid Sur, C.E.S.A., which relates to the R4 motorway asset.

Inversora de Autopistas de Levante, S.L., in which the Group holds a 40% interest and which owns 100% of the concessionaire Autopista Madrid-Levante Sur, C.E.S.A., which relates to the AP36 motorway asset (Ocaña-La Roda).

80 81


Statement

Autopista de Guadalmedina:

With regard to Autopista del Guadalmedina Concesionaria Española, S.A, in which the Group holds a 40% stake, a put option has been registered on shares representing 30% of the com-pany’s capital, shareholders’ loans and subordinated debt of the company in favour of Caixanova Invest. The option contract is exercisable in instalments, with Caixanova Invest being entitled to request the sale of 50% of its shares and loans between October 28 2017 and October 28 2018, and the remaining 50% between October 28 2018 and October 28 2019.

In addition, a put option was registered in favour of Unicaja for the amount of the shareholders’ loans issued by said company. The option will be exercisable between 1 January 2015 and 30 September 2015.

As a result, at year-end 2012, the Group registered 40% of this company as this is a sharehol-ding, accounted for using the equity method, in which the exercisers of the pull option are not minority shareholders.

Solucia:

The publication of Royal Decree 15/2012 on fiscal measures designed to ensure energy sustai-nability entails a change in the estimate of income and expenses for the future useful lives of installations, which supposes evidence of impairment in the asset. In light of this evidence of impairment, Solucia has calculated the updated value of the asset according to the base model. This valuation using the equity method gives a lower value of 25,000 thousand euros for the company’s assets, which has been registered.

To perform the deterioration test, Solucia used the discounted cash flows valuation method. In this method assets are considered as an entities generating cash flows, and the value thereof is given by calculating the current value of said flows using an appropriate discount rate. Cash flow discount methods are based on the detailed, meticulous prediction, for each period, of each item linked to the generation of flows.

The table below presents the financial highlights of the main companies accounted for using the equity method in 2011 and 2012:


Total assets

Total liabilities Turnover

Operating income Profit (loss)

Build2Edifica, S.A. 11,955 7,576 2,697 2,697 (141)Eurolink S.C.P.A. 201,339 51,339 0 28,519 0Alazor Inversiones, S.A. 1,447,870 1,274,828 21,630 43,844 (1,421)PPPS Conslutoria em Saúde, S.A. 3,535 0 0 3,661 2,843Tenemetro, S.L. 15,112 1,645 1,756 1,757 (764)Autopista de Guadalmedina Concesionaria Española, S.A. 405,124 309,417 1,301 1,364 113Aeropuertos Región de Murcia, S.A. 536 0 0 0 8Metro de Sevilla, S.A. 438,043 312,032 48,375 48,754 7,814Autopista Madrid Sur, S.A. 1,290,814 1,130,190 15,619 31,606 (13,490)Inversora Autopistas de Levante, S.L. 577,087 555,075 15,211 24,527 (12,221)Sociedad Hospital de Majadahonda Explotaciones, S.A. 20,855 16,947 22,286 24,319 982Hospital de Majadahonda, S.A. 253,944 248,392 43,517 43,517 5,917Biomeruelo de Energía, S.A. 1,066 215 1,428 0 825Gestión de Partícipes del Biorreciclaje, S.A. 283 259 0 0 (1)Infoser Estacionamiento Regulado, A.I.E. 969 620 720 0 (11)Parque Eólico La Sotonera, S.L. 18,728 12,764 4,810 99 1,834Inte RCD, S.L. 301 185 0 0 (1)Inte RCD Bahía de Cádiz, S.L. 845 373 45 0 (276)Biomasas del Pirineo, S.A. 302 165 0 0 (48)Cultivos Energéticos de Castilla, S.A. 130 148 0 0 (1,962)Geida Skikda, S.L. 12,079 895 0 0 1,937Geida Tlemcen, S.L. 23,658 3,611 0 137 1,961Alcorec, S.L. 2,146 1,830 1,085 47 184Inte RCD Huelva, S.L. 1,127 1,036 117 0 (248)Sacorec, S.A. 2 3 0 0 0Soleval Renovables, S.L. 28,333 27,512 25,353 25,353 769Enervalor Naval, S.L. 188 0 0 0 (6)Central Térmica la Torrecilla, S.A. 357 (4) 0 3 1Iniciativas Medioambientales del Sur, S.L. 286 2 0 0 (1)Solucia Renovables, S.L. 372,425 346,123 0 0 (396)Combustibles Ecológicos de Cantabria, S.L. 399 368 354 4,795 4Sociedad Andaluza de Valoración de la Biomasa, S.A 2,109 58 257 381 (289)Ambigal Engenheria de Infraestructuras Ambientais, S.A. 1 144 0 0 0Laboratorio Regional del Tras-os-Montes LDA 802 221 781 86 52Tratamiento de Aguas Residuais de Ave, S.A. 27,425 18,224 11,823 5,806 4,057Taviraverde - Empresa Municipal de Ambiente, E.M. 14,391 13,555 8,402 933 141Cascaissedenova - Actividades Inmobilarias, S.A. 138 792 0 (5) (43)Fagar - Faro, Festai de Agua e Residuos, E.M. 28,588 13,544 14,936 2,318 590Aguas do Sado - Con. dos Sistemas de Abast. de Agua e de Saneamento de Setubal, S.A. 56,230 50,508 14,773 7,055 2,225

Excehlentia - Sociedade Inmobiliaria, LDA 24 9 0 (2) (2)Enerwood-Sertá Soluçoes de Energia, LDA 13 12 0 0 (12)Somague Hidurbe ACE 1,850 2,029 1,968 1,968 (167)SICA Soluçoes Tecnologicas 256 42 49 47 (158)Camarate Golf, S.A. 13,026 2,723 0 0 (37)Nova Benicalap, S.A 515 3 0 0 (4)Puerta Oro de Toledo, S.L. 39,180 33,181 0 0 0Habitat Network, S.A. 2,409 230 753 0 (67)M Capital, S.A. 17,206 9,292 244 0 (1,577)Parking Palau, S.A 2,795 342 857 857 130Pk Hoteles, S.L. 24,857 19,939 1,745 1,982 (129)Haçor - Concessionária do Edifício do Hospital da Ilha Terceira, S.A. 88,330 98,149 46,158 18 384H.S.E. - Empreendimentos Imobiliários, Lda 1,368 905 25 0 (28)Repsol, S.A. 70,957,000 43,914,000 60,122,000 63,732,000 2,193,000

82 83


Statement


Total assets

Total liabilities Turnover

Operating income Profit (loss)

Eurolink S.C.P.A. 182,931 32,931 0 15,164 0Alazor Inversiones, S.A. 1,441,182 1,288,469 18,939 43,724 (20,329)Tenemetro, S.L. 14,132 1,333 1,782 1,783 (745)Autopista de Guadalmedina Concesionaria Española, S.A. 388,937 302,046 8,627 9,115 (1,691)Aeropuertos Región de Murcia, S.A. 537 0 0 0 0Metro de Sevilla, S.A. 431,065 309,598 47,074 47,462 5,572Autopista Madrid Sur, S.A. 1,029,501 1,133,628 13,745 15,413 (267,078)Inversora Autopistas de Levante, S.L. 498,548 566,462 13,176 13,714 (94,975)Sociedad Hospital de Majadahonda Explotaciones, S.A. 19,749 19,451 20,865 23,046 284Hospital de Majadahonda, S.A. 252,436 250,047 39,787 39,787 4,474Biomeruelo de Energía, S.A. 726 321 834 0 340Gestión de Partícipes del Biorreciclaje, S.A. 283 259 0 0 (1)Infoser Estacionamiento Regulado, A.I.E. 1,055 647 834 0 48Parque Eólico La Sotonera, S.L. 18,709 11,422 5,080 105 2,922Inte RCD, S.L. 2 182 0 0 (1)Inte RCD Bahía de Cádiz, S.L. 845,754 373,898 45 0 (276)Biomasas del Pirineo, S.A. 302 167 0 0 (1)Cultivos Energéticos de Castilla, S.A. 127 117 0 0 (2)Geida Skikda, S.L. 11,074 1,061 0 0 (189)Geida Tlemcen, S.L. 21,557 174 0 0 (166)Alcorec, S.L. 1,708 1,339 742 32 170Inte RCD Huelva, S.L. 1,133 1,026 0 0 (4)Sacorec, S.A. 2,065 3 0 0 0Soleval Renovables, S.L. 41,024 38,882 19,628 19,628 1,321Enervalor Naval, S.L. 193 1 0 0 4Iniciativas Medioambientales del Sur, S.L. 286 2 0 0 (5)Solucia Renovables, S.L. 340,112 337,038 23,594 23,624 (47,309)Sociedad Andaluza de Valoración de la Biomasa, S.A 1,586 46 272 275 (158)Laboratorio Regional del Tras-os-Montes LDA 861 211 712 716 69Tratamiento de Aguas Residuais de Ave, S.A. 31,885 22,932 12,154 13,062 3,642Taviraverde - Empresa Municipal de Ambiente, E.M. 14,487 13,593 8,636 8,763 279Cascaissedenova - Actividades Inmobilarias, S.A. 1,226 1,923 0 0 (43)Fagar - Faro, Festai de Agua e Residuos, E.M. 32,771 23,501 15,165 16,047 1,221Aguas do Sado - Con. dos Sistemas de Abast. de Agua e de Saneamento de Setubal, S.A. 53,829 47,793 14,748 15,946 1,942

Excehlentia - Sociedade Inmobiliaria, LDA 25 10 0 0 0Enerwood-Sertá Soluçoes de Energia, LDA 14 14 0 0 (3)Somague Hidurbe ACE 1,184 1,448 2,363 2,363 (136)Camarate Golf, S.A. 11,914 2,585 0 0 (718)Puerta Oro de Toledo, S.L. 39,076 33,088 0 0 (9)

Habitat Network, S.A. 2,321 221 0 0 (53)M Capital, S.A. 13,722 8,789 2,061 0 (1,428)Parking Palau, S.A 2,668 118 777 778 96Pk Hoteles, S.L. 23,546 18,728 1,672 1,909 66H.S.E. - Empreendimentos Imobiliários, Lda 1,325 873 0 3 1Repsol, S.A. 64,921,000 37,449,000 57,193,000 59,593,000 2,060,000

The Group classifies companies as associates when it exercises significant influence over their management, regardless of whether its holding is less than 20%, in fulfilment of the conditions set forth in IAS 28.

11 Contribution by proportionately consolidated companies

The tables below present the financial highlights of the proportionately consolidated companies in 2011 and 2012:

84

2011Thousands of euros

Non-currentassets

Currentassets

Non-currentliabilities

Currentliabilities Revenue Expenses

Sociedad Concesionara de Palma de Manacor, S.A. 115,271 5,556 109,406 7,583 9,533 12,560Sociedad Concesionara Autopistas del Valle, S.A. 13,313 58 0 3 186 186Sociedad Concesionara Autopista del Sol, S.A. 249,955 49,819 261,447 8,343 43,493 30,860Sociedad Concesionara Autovía del Noroeste Concesionaria de la Comunidad Autónoma de la Región de Murcia, S.A. 68,768 17,095 57,540 4,750 8,151 5,895

Intercambiador de Transporte de Plaza Elíptica, S.A. 59,160 17,708 54,545 3,064 6,850 5,536Intercambiador de Transportes de Moncloa, S.A. 120,369 33,310 135,766 6,372 13,669 11,751Autov. del Turia, Conc. Generalitat Valenciana S.A 187,017 12,924 30,596 157,545 12,799 19,074Concesiones de Intercambiadores de Transporte, S.L 37,750 298 25,372 677 4 991Autovías de Peaje en Sombra, S.L. 62,458 2,494 46,209 2,773 3,161 2,384M50 Concession Holding Ltd 50 0 0 1 0 0M50 Concession Ltd 233,083 37,264 303,411 3,872 24,280 24,044N6 Operations Ltd 597 1,115 132 708 4,770 4,027N6 Concession Holding Ltd 50 0 0 0 0 0N6 Concession Ltd 303,522 70,194 343,619 57,417 25,007 33,777Sociedad Concesionaria Valles del Bio Bio, S.A. 36,255 18,423 17,713 29,181 30,416 30,801Sociedad Concesionaria Valles del Desierto, S.A. 193,498 10,406 158,595 5,128 81,810 82,912Aguas de Toledo, A.I.E. 0 371 218 94 0 1Suardíaz Servicios Marítimos de Barcelona, S.L. 13,876 1,461 7,629 2,065 6,303 4,235Residuos de Construcción de Cuenca, S.A. 201 290 86 249 281 239Biorreciclaje de Cádiz, S.A. 26,103 29,372 22,701 20,615 17,194 16,224Boremer, S.A. 14,954 11,523 12,545 9,471 26,044 24,883Compost del Pirineo, S.A. 840 347 0 405 290 602Desgasificación de Vertederos, S.A. 0 2 0 180 0 0Metrofangs, S.L. 36,564 13,232 5,976 29,720 32,736 34,645Partícipes del Biorreciclaje, S.A. 16,629 2,165 18,600 255 749 750Valdemingómez 2000, S.A. 2,246 8,117 1,023 5,670 6,061 5,980Empresa Mixta de Aguas de Las Palmas, S.A. 33,336 29,428 18,032 15,675 58,908 57,961Sercanarias, S.A. 3,763 1,838 2,002 3,231 6,319 6,396Ibervalor Energía Aragonesa, S.A. 84 21 0 (58) 0 66Desarrollos Eólicos Extremeños, S.L. 1,698 73 137 48 1 50Grupo Unidos por el Canal, S.A. 212,359 470,545 19,721 650,576 377,451 372,837Sociedad Sacyr Agua Santa, S.A. 2,864 11,221 1,545 12,051 21,070 20,655M 50 (D&C) Ltd 0 2,292 9,411 1,628 671 (1,474)N6 Constructuion Ltd 0 22,804 102,391 3,494 (38,810) (5,831)

Constructora ACS-Sacyr, S.A. 1,057 219 269 933 58 68Constructora Necso Sacyr, S.A. 62 23,210 0 5,568 22,964 5,357Constructora Sacyr - Necso, S.A. 0 60 3 3 0 0Constructora. San José- Caldera, S.A. 400 19,644 0 13,823 13,989 14,836Constructora San José-San Ramón, S.A. 87 7,862 0 7,861 65 69

Tecnológica Lena, S.L. 174 216 20 885 32 6Aplicaçao Urbana, S.L. 79,477 40,984 60,594 58,845 11,518 15,916Claudia Zahara 22, S.L. 8 26,378 0 21,339 347 1,311Sofetral,S.A. 1 4,738 286 0 37 (9)Bardiomar, S.L. 29,932 1,212 16,624 3,118 6,041 3,275Pazo de Congreso de Vigo, S.A. 64,211 8,780 15,670 47,377 865 8,175PK Inversiones, S.L. 0 1,049 0 1,012 251 280Provitae, S.L. 12,318 20 0 1,664 0 876Promoceuta - Empreendimentos Imobiliários, Lda 0 1,511 0 1,879 0 9Aguas de Cascais, S.A. 73,493 15,727 1,211 75,313 45,789 43,342Aguas de Alenquer, S.A. 20,343 4,980 12,760 9,116 7,973 8,221Aguas da Figueira, S.A. 51,587 5,547 44,088 9,967 13,472 11,608Aguas de Gondomar, S.A. 78,972 12,092 52,964 32,015 28,296 26,012Aguas da Covilha, E.M. 22,201 7,442 10,848 10,719 11,792 11,178

85

2012Thousands of euros

Non-currentassets

Currentassets

Non-currentliabilities

Currentliabilities Revenue Expenses

Sociedad Concesionara de Palma de Manacor, S.A. 111,010 6,990 108,815 7,564 10,502 12,596Autovía del Arlanzón, S.A. 219,975 31,415 201,396 27,991 45,272 45,391Sociedad Concesionara Autopistas del Valle, S.A. 13,299 1,918 0 2,809 232 232Sociedad Concesionara Autopista del Sol, S.A. 284,591 35,710 269,422 10,187 44,558 32,101

Sociedad Concesionara Autovía del Noroeste Concesionaria de la Comunidad Autónoma de la Región de Murcia, S.A.

66,247 18,373 54,165 4,591 8,592 5,380

Intercambiador de Transporte de Plaza Elíptica, S.A. 58,314 19,349 54,295 3,519 6,839 5,540Intercambiador de Transportes de Moncloa, S.A. 121,326 32,635 138,260 6,360 15,564 12,830Autov. del Turia, Conc. Generalitat Valenciana S.A 186,805 14,604 187,083 10,049 14,552 18,470Concesiones de Intercambiadores de Transporte, S.L 37,750 948 25,944 1,057 761 1,064Autovías de Peaje en Sombra, S.L. 63,047 2,906 47,108 2,647 2,612 2,385M50 Concession Holding Ltd 50 0 0 1 0 0M50 Concession Ltd 231,444 36,164 311,723 4,352 22,159 21,279N6 Operations Ltd 554 1,123 0 820 4,964 4,329N6 Concession Holding Ltd 50 0 0 0 0 0N6 Concession Ltd 119,966 38,762 182,825 16,553 17,216 27,589Sociedad Concesionaria Valles del Bio Bio, S.A. 83,266 1,826 55,049 16,923 29,351 28,596Sociedad Concesionaria Valles del Desierto, S.A. 248,486 16,948 209,970 9,860 38,183 31,996Concessionária do Edifício do Hospital da Ilha Terceira, S.A. 79,308 13,227 87,250 4,024 8,349 8,364Aguas de Toledo, A.I.E. 0 324 218 46 91 46Suardíaz Servicios Marítimos de Barcelona, S.L. 12,934 1,742 5,979 2,100 6,259 4,404Residuos de Construcción de Cuenca, S.A. 214 198 71 205 139 160Biorreciclaje de Cádiz, S.A. 25,503 19,681 13,877 18,216 15,819 14,895Boremer, S.A. 16,147 8,488 11,042 9,212 25,766 25,845Compost del Pirineo, S.A. 775 42 0 361 1 327Desgasificación de Vertederos, S.A. 0 2 0 180 0 0Metrofangs, S.L. 29,803 10,601 13,960 15,009 34,782 36,669Partícipes del Biorreciclaje, S.A. 7,054 741 7,132 723 468 468Valdemingómez 2000, S.A. 1,912 10,749 1,341 7,377 6,349 6,109Empresa Mixta de Aguas de Las Palmas, S.A. 31,194 27,303 13,148 12,874 57,063 57,774Sercanarias, S.A. 3,404 1,436 1,600 2,749 7,044 6,921Ibervalor Energía Aragonesa, S.A. 0 108 0 15 0 69Desarrollos Eólicos Extremeños, S.L. 1,962 88 137 369 0 43Grupo Unidos por el Canal, S.A. 216,956 673,559 160,533 868,931 641,346 796,653Sociedad Sacyr Agua Santa, S.A. 1,260 21,634 6,919 14,741 50,705 49,860

M 50 (D&C) Ltd 0 1,383 8,784 556 17 (773)N6 Constructuion Ltd 0 11,663 95,289 4,231 (715) 4,061Constructora ACS-Sacyr, S.A. 890 221 0 1,031 52 52Constructora Necso Sacyr, S.A. 0 145 0 0 34 62Constructora Sacyr - Necso, S.A. 0 64 3 4 0 0

Constructora. San José- Caldera, S.A. 164 17,922 0 6,795 1,853 2,321Constructora San José-San Ramón, S.A. 45 10,647 0 10,472 48 48NDP, S.C.P.A. 4 103,403 37,873 55,534 74,676 74,676Superestrada Pedemontana Veneta, S.R.L. 59,683 59,225 104 66,195 924 613SIS S.C.P.A. 128,043 432,393 61,760 483,675 374,656 374,656Tecnológica Lena, S.L. 64 330 22 887 110 110Aplicaçao Urbana, S.L. 77,697 41,385 58,914 61,726 7,811 11,693Claudia Zahara 22, S.L. 23 26,425 0 22,349 195 1,144Bardiomar, S.L. 28,348 2,298 14,082 4,830 6,036 3,206Pazo de Congreso de Vigo, S.A. 68,807 7,123 68,167 1,357 1,217 11,116PK Inversiones, S.L. 0 91 0 55 0 1Provitae, S.L. 12,236 17 0 1,735 0 157Promoceuta - Empreendimentos Imobiliários, Lda 0 1,500 0 1,897 0 29Aguas de Cascais, S.A. 79,686 20,056 58,727 25,651 50,326 45,700Aguas de Alenquer, S.A. 19,332 5,069 11,346 9,142 8,175 7,409Aguas da Figueira, S.A. 41,162 5,044 29,009 11,958 13,946 10,911Aguas de Gondomar, S.A. 85,799 14,563 55,220 40,748 27,548 25,343Aguas da Covilha, E.M. 21,512 8,901 10,280 11,170 12,127 11,195

There were no contingent liabilities or commitments with respect of the above businesses in 2011 and 2012.

87


Statement

86

12 Receivables from concessions

As indicated in Note 3.c.10), as a result of the application of IFRIC 12, some concession projects have been classified as financial assets and recorded under “Receivables from concessions”. This item includes receivables from the public entities granting the concessions under the various agreements reached.

The movements in this heading in 2011 and 2012 were as follows:

Entries for the item “Receivables from concessions” in 2011 correspond primarily to works in progress for Vallenar-Caldera (Chile), Concepción-Cabrera (Chile), Autoestrada do Marao (Portu-gal) and Hospital de Braga (Portugal).

In 2011, disposals mainly result from the sale of collection rights relative to the Alcudia desali-nation plant.

During 2012, the additions correspond primarily to works in progress for Vallenar-Caldera (Chile), Concepción-Cabrera (Chile), Hospital de Vila Franca (Portugal) and Hospital de Braga (Portugal).

Furthermore, the reduction due to changes in the scope of consolidation of the Portuguese con-cession company Autoestrada Do Marao is noteworthy, as indicated in Note 2.


Balance at 31-dic-10 Additions

With-drawals

Reclassif.and

transfersChange in

scopeEffect

exchange r.Balance at 31-dic-11

Amount receivable non-current conces-sion assets 889,961 234,786 (50,415) (13,462) (36,154) (539) 1,024,177

Amount receivable current concession assets 88,602 5,122 (57,778) 64,103 0 0 100,049



With-drawals

Reclassif.and

transfersChange in

scopeEffect


Amount receivable non-current conces-sion assets 1,024,177 217,545 (24,996) (128,444) (148,153) 10,377 950,506

Amount receivable current concession assets 100,049 342 (105,612) 128,444 (2,634) 0 120,589

(*) As indicated in Note 3 the consolidated annual financial statements audited on December 31 2010 and 2009 have been reexpressed.

2012 2011

Thousands of euros Non-current Current Non-current Current

Autovía del Noroeste Concesionaria de CARM, S.A. 27,069 5,525 28,337 5,401

Total Spanish Motorways 27,069 5,525 28,337 5,401

Autoestradas do Marao 0 0 144,605 0

Superstrada Pedemontana Veneta, S.R.L. 4,110 0 3,406 0

N6 Concession Ltd 32,488 9,050 43,949 0

M50 Concession Ltd 100,795 10,208 102,076 10,042

Sociedad Concesionaria Valles del Desierto, S.A. 151,420 0 140,007 0

Sociedad Concesionaria Rutas del Desierto, S.A. 13,498 0 2,568 0

Sociedad Concesionaria Valles del Bio Bio, S.A. 31,196 0 15,483 0

Sociedad Concesionaria Ruta del Algarrobo, S.A. 20,212 0 0 0

Autopista del Sol, S.A. 83,145 0 74,284 10,479

Total Motorways outside of Spain 436,864 19,258 526,378 20,521

Motorways 463,933 24,783 554,715 25,922

Hospital Escala Braga 84,550 22,960 98,340 22,697

Hospital Haçor 28,930 3,633 25,086 7,600

Hospital de Vila Franca 54,793 23,824 21,171 0

Hospital de Parla, S.A. 64,595 14,912 66,787 14,323

Hospital del Noreste, S.A. 70,659 16,019 72,692 15,460

Hospitals 303,527 81,348 284,076 60,080

Moncloa transport hub 54,131 7,380 54,627 7,215

Plaza Elíptica transpor hub 25,930 3,854 26,494 3,740

Transport hubs 80,061 11,234 81,121 10,955

Testa Residencial S.L.U. 5,944 0 6,371 0

Buildings rented 5,944 0 6,371 0

Valoriza Servicios Medioambientales, S.A. 59,676 3,116 60,196 3,092

Waste treatment 59,676 3,116 60,196 3,092

Somague Ambiente, S A 17,622 0 18,091 0

Desaladora de Alcudia (Sacyr Construcción, S.A.U. y Sadyt, S.A.) 1,290 108 1,502 0

Water 18,912 108 19,593 0

Valoriza Facilities S.A.U. (Gestión energética) 231 0 0 0

Sacyr Construcción S.A.U (Comisarias Gisa) 18,222 0 18,105 0

Others 18,453 0 18,105 0

AMOUNT RECEIVABLE FROM CONCESSION PROjECTS 950,506 120,589 1,024,177 100,049

The detail of “Receivables from concessions” is as follows:

88 89


Statement

Concession period Committed investment

(thousands of euros)

Dateof commissionin

End ofconcession

Motorways

Northwest C.A.R.M. motorway 2001 2026 0

Autoestradas do Marao (*) 2012 2038 0

M50 Concession Ltd 2010 2042 0

Sociedad Concesionaria Valles del Desierto, S.A. 2011 2046 672

Superestrada Pedemontana Veneta, S.R.L. 2018 2044 223,423

Sol motorway 2008 2033 0

Sociedad Concesionaria Valles del Bio Bio, S.A. 2015 2052 90,191

Sociedad Concesionaria Rutas del Desierto, S.A. 2015 2049 42,749

Sociedad Concesionaria Rutas del Algarrobo, S.A. 2015 2052 237,626

Hospitals

Escala Braga - Sociedade Gestora Do Edifício, S.A. 2011 2039 0

Haçor- Concessionária do Edificio do Hospital da Ilha Terceira,S.A. 2012 2039 0

Escala Vila Franca - Sociedade Gestora Do Edifício, S.A. 2013 2041 8,298

Parla hospital 2007 2035 0

Northwest hospital 2007 2035 0

Transport hubs

Moncloa transport hub 2008 2043 0

Plaza Elíptica transpor hub 2007 2040 0

Buildings rented

Usera (Madrid) 2003 2020 0

Campo de Tiro (Leganés) 2000 2018 0

Waste treatment


Los Hornillos plant 2011 2030 17,194

Explotación La Paloma 2003 2022 0

Calandrias 2003 2023 856

Zonas Verdes Guadarrama 2008 2022 805

Limpieza viaria y recogida RSU Majadahonda 2012 2022 0

Secado térmico de Butarque 2003 2028 883

Water

Valoriza Facilities S.A.U. (Gestión energética) 2005 2035 0

Sacyr Construcción S.A.U (Comisarias Gisa) 2010 2025 0

Others

Sacyr S.A.U (Comisarias Gisa) 2007 2032 0

The concession periods and the committed investment are as follows:

(*) In the financial year 2012 it was deconsolidated.

13 Non-current and current financial assets

The movements of the various items under the non-current financial asset heading in 2011 and 2012 are as follows:



(Reexpressed)* AdditionsWith-

drawals

Reclassif.and

transfersChange in

scopeEffect


Loans to companies account. using equity method 55,784 39,495 (18,666) 0 0 0 76,613

Other loans 66,496 66,994 (3,934) 176 0 91 129,823

Available-for-sale financial assets 19,987 7,240 (24,534) 863 0 0 3,556

Debt securities 9,777 24,517 (9,713) 0 0 0 24,581

Tradable financial assets 2,205 999 (1,052) (693) 0 0 1,459

Outstanding payments on shares (220) 0 220 0 0 0 0

L/t deposits and guarantees 40,220 16,508 (943) 2,527 (2) 224 58,534

Cost 194,249 155,753 (58,622) 2,873 (2) 315 294,566

Provision 0 (15,386) 0 0 0 0 (15,386)

Corrections due to deterioration 0 (15,386) 0 0 0 0 (15,386)

TOTAL 194,249 140,367 (58,622) 2,873 (2) 315 279,180



With-drawals

Reclassif.and

transfersChange in

scopeEffect


Loans to companies account. using equity method 76,613 3,179 (15) 0 (346) 0 79,431

Other loans 129,823 53,884 (8,918) (5,119) 4,208 (98) 173,780

Available-for-sale financial assets 3,556 3,948 (3,370) 5,188 0 46 9,368

Debt securities 24,581 (233) (37) 0 (12,498) 0 11,813

Tradable financial assets 1,459 63 (583) (69) 0 0 870

L/t deposits and guarantees 58,534 4,297 (3,277) 0 (56) (221) 59,277

Cost 294,566 65,138 (16,200) 0 (8,692) (273) 334,539

Provision (15,386) (2,274) 0 0 0 0 (17,660)

Provision (15,386) (2,274) 0 0 0 0 (17,660)

TOTAL 279,180 62,864 (16,200) 0 (8,692) (273) 316,879

90 91


Statement

The increase in 2011 was primarily due to the change in the method of consolidation of the company Autopista de Guadalmedina Concesionaria Española, S.A., from full consolidation in 2010 to the equity method in 2011; thus, this company’s balances were not eliminated from the consolidation process.

In 2012 the increase to the heading “Other Loans” is noteworthy primarily due to new loans granted by Sacyr Vallehermoso, S.A. to Grupo Unidos por el Canal, S.A., which is attributable to the other partners, as this company is a proportionately consolidated company. Moreover, there has been a reduction in the scope as a result of the sale of 11% of the Italian company SIS, S.C.P.A, which involves the change in the consolidation method from full to proportionate conso-lidation for the company and its affiliates, NDP, S.C.P.A. and Pedemontana Veneta, S.R.L.

As required by law, Group companies have disclosed all companies in which they have taken a shareholding of over 10% or, where they already held such a shareholding, any additional acqui-sitions or sales above 5%.

“Loans to companies accounted for using the equity method” reports the Group’s loans to its associates.

Available-for-sale financial assets are investments in equity instruments that do not meet IFRS criteria for consideration as investments in subsidiaries, associates or joint ventures. Availa-ble-for-sale financial assets are measured at fair value, with any gains or losses recognised di-rectly in equity until the asset is sold, providing the fair value can be reliably measured. If this is not possible, the assets are recognised at cost less any impairment losses.

“Guarantees and deposits given” mainly comprises the percentage of guarantees paid by lessees that Spain’s various regional governments require as a deposit.

The breakdown of current financial assets at 31.12.12 and 2011 is as follows:


Company loans using the equity method 69,246 91,275

Equity instruments 35,404 41,590

Debt securities 4,383 12,961

Loans to third parties 7,431 19,126

S/t deposits and guarantees 3,436 14,483

Provisions (15,095) (14,461)

TOTAL 104,805 164,974

In 2011, the amount attributed to this item decreased because the proceeds from these invest-ments were used to reduce the Group’s debt.

Noteworthy in 2012 was the lower amount attributed to the decrease in the accrued dividend, pending payment from Repsol, S.A. as of December 31, 2011 and 2012.

In 2011 and 2012 the heading “Equity instruments” corresponds primarily to time deposits for debt securities.

14 Tax situation

14.1 Consolidated tax group

As indicated in Note 3.c.21, in compliance with Royal Decree 4/2004 of 5 March approving the revised Income Tax Law (Ley del Impuesto sobre Sociedades), Sacyr Vallehermoso, S.A. and its subsidiaries have decided, with the approval of each company’s corporate bodies, to file a conso-lidated tax return, and have duly notified the A.E.A.T. (the Spanish tax authorities), which assigned Sacyr Vallehermoso, S.A., the Group’s Parent company, tax number 20/02.

Companies forming part of the tax group are listed in Appendix II of these consolidated financial statements.

14.2 Years open to inspection

As a result of the tax inspections of Consolidated Tax Group 20/02, the Parent company of which is Sacyr Vallehermoso, S.A., assessments were issued relative to the income tax for 2004 through 2007.

These assessments were signed on a contested basis by Sacyr Vallehermoso, S.A. and they included settlement agreements and sanctions for a total cumulative amount of 77,354,532.36 euros. They were related entirely to the subsidiaries of the Consolidated Tax Group.

On October 19 2011 an appeal was lodged against the assessments with the National Court of Appeal.

In addition, on March 8 2011, assessments were issued against the company Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.) relative to 5,516,591.79 Euros in Value Added Tax for 2005 and 2006. This amount represents the tax payable, interest and fines. The Company has appealed this assessment before the National Court of Appeals.

The company’s management and its tax advisors do not expect the final outcome of the appeals that have been lodged to have a significant impact on the financial statements at year-end 2012.

The Group is pending inspection by the tax authorities for the 2009 to 2012 fiscal years for the principle applicable taxes.

92 93


Statement

14.3 Tax rate

The main nominal tax rates used in calculating tax on the income of the Group companies for 2011 and 2012 are as follows:

• Spain: 30% • Portugal: 26.5%• Chile: 18.5% • Panama: 25% • Brazil: from 15% to 25%• Ireland: 12.5%• Costa Rica: 30%• Italy: 27.5%• United States: 30% • Libya: 15% to 40%• France: 33.33%• Algeria: 38% plus Tax on extraordinary income (TEI)• Australia: 30%• Qatar: 10%• India: 32.4%• Colombia: 33%

Income from tax on profits from Sacyr Vallehermoso Group’s continued operations as of De-cember 31 2012 and 2011 amounted to 385,767 thousand euros and 539,591 thousand euros respectively, representing an effective tax rate of 28.2% and 25.1% respectively.

The reconciliation between tax expense and accounting profit multiplied by Spain’s domestic tax rate is as follows:

Thousands of euros 20122011

(Reexpressed)*

Consolidated pre-tax profit (1,365,588) (2,146,484)

Tax calculated and national tax rate (409,676) (643,945)

Permanent differences and consolidation adjustments (1) 60,075 164,846

Deductions and tax credits (2) (40,466) (66,785)

Other adjustments (3) 4,300 6,293

Income tax from continuing activities (385,767) (539,591)

Effect rate on continuing activities 28.2% 25.1%

Income tax from discontinued activities (4) 1,433 166

Effect rate on discontinued activities 31.8% 3.4%

Income tax (384,334) (539,425)

Effective rate 28.3% 25.1%

Assets from deferred tax 365,404 343,160

Liabilities from deferred tax 14,309 205,196

Current tax expense (4,621) 8,931

(*) As indicated in Note 3 the consolidated income statement at December 31 2011 has been reexpressed.

In 2012:

(1) Repsol group impairment losses is comprised of two sections.

a. Individual segment: owing to the difference between the recoverable amount (20.20 euros/share) and the carrying amount of said shareholding in the individual financial statements of Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. (26.71 euros/share). This segment is affected by corporate income tax.

b. Consolidated segment: owing to the difference between the individual carrying amount (26.71 euros/share) and the consolidated carrying amount (29.41 euros/share). This se-cond segment, which is not affected by corporate income tax, is the main consolidation adjustment.

(2) Most notably, relief on double taxation on dividends received from Repsol.

(3) This line mainly includes the adjustment for international tax rates.

(4) Expenditures for tax on profits from Sacyr Vallehermoso Group’s discontinued operations as of December 31 2012 amounted to 1,433 thousand euros, representing an effective tax rate of 31.8%.

In 2011:

(1) The loss on the sale of 10% of Repsol comprises two segments:

a. Individual segment: owing to the difference between the sale price (21.066 euros/share) and the carrying amount of said shareholding in the individual financial statements of Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. (26.71 euros/share). This segment is affec-ted by corporate income tax.

b. Consolidated segment: owing to the difference between the individual carrying amount (26.71 euros/share) and the consolidated carrying amount (29.53 euros/share). This se-cond segment, which is not affected by corporate income tax, is the main consolidation adjustment.

(2) Most notably, relief on double taxation on dividends received from Repsol.

(3) This line mainly includes the adjustment for international tax rates.

94 95


Statement

14.4 Change in deferred taxes

Movements in deferred tax assets and liabilities in 2011 and 2012 were as follows:

The “Impact on equity” column shows the deferred tax assets and liabilities generated by the impact on equity of the measurements of cash-flow hedges and available-for-sale assets.

In 2011 and 2012, the amount attributed to “Deferred tax assets” relates to:

Thousands of eurosBalance at 31-dic-10 Additions

With-drawals

Change in scope

Effectexchange r.

Impact onequity


Assets from deferred tax 540,281 396,988 (53,972) (674) (310) (1,786) 880,527

Liabilities from deferred tax 322,203 22,347 (227,543) (189) (5) 884 117,697

Miles de eurosBalance at 31-dic-11 Additions

With-drawals

Change in scope

Effectexchange r.

Impact onequity


Assets from deferred tax 880,527 476,313 (26,569) (1,374) 297 (4,020) 1,325,174

Liabilities from deferred tax 117,697 26,672 (40,981) 0 (54) (67) 103,267


ASSETS FROM DEFERRED TAX 1,325,174 880,527

TAX GROUP IN SPAIN SACYR VALLEHERMOSO, S.A. 1,206,505 768,274

1. TAX GROUP TOTAL DEDUCTIONS AND TAX LOSS CARRYFORWARDS 673,709 573,422

1.1. Deductions 267,814 226,349

Sacyr Vallehermoso Participaciones Mobiliarias SL (double taxation of dividends) 174,393 137,071

Remainder of Tax Group 93,421 89,278

1.2. Tax Loss carryforwards 405,895 347,073

Sacyr Vallehermoso Participaciones Mobiliarias SL (sale of 10% in Repsol) 206,782 206,782

Remainder of Tax Group 199,113 140,291

2. POSITIVE IMPACT OF FINANCIAL INSTRUMENTS 30,338 21,561

3. TEMPORARY DIFFERENCES BETWEEN ACCOUNTING AND TAXABLE RESULT 502,458 173,291

Sacyr Vallehermoso Participaciones Mobiliarias SL (impairment in value of Repsol) 238,673 0

Others 263,785 173,291

COMPANIES NOT INCLUDED IN THE TAX GROUP 118,669 112,253

It should be noted that in 2011 “Deferred tax assets” increased primarily as a result of tax income (206,782 thousand euros) stemming from the loss on the sale of 10% of Repsol by Sacyr Valle-hermoso Participaciones Mobiliarias, S.L.U.

In 2012 “Deferred tax assets” increased primarily as a result of tax income (238,739 thousand euros) stemming from the impairment loss of the value of Repsol by Sacyr Vallehermoso Parti-cipaciones Mobiliarias, S.L.U. Additionally, relief on double taxation on dividends received from Repsol amounted to 37,322 thousand euros.

In the table above, the temporary differences arising between accounting and taxable profit from the line “Others”, primarily corresponds to provisions and impairment losses that have genera-ted deferred tax assets due to not being able to apply said expenditures as taxable income and, which during the year amounted to 209,441 thousand euros.

In 2011 “Deferred tax liabilities” decreased, primarily as a result of the tax impact of the impair-ment loss of Inversora de Autopistas del Sur, S.L. and Inversora de Autopistas de Levante, S.L. (179,897 thousand euros).

“Deferred tax liabilities” mainly comprises the tax effect of expenditures recognised in equity following the restatement of Itínere Infraestructuras, S.A. to fair value (36,264 thousand euros) and temporary differences arising between accounting and taxable profit in various Group com-panies as a result of their sector-specific regulations.

The Sacyr Vallehermoso Group’s deferred tax on unpaid dividends from foreign companies amounted to 36,488 thousand euros in 2012 and 70,887 thousand euros in 2011.

The Group has measured the recoverability of consolidated deferred tax assets corresponding to tax loss carryforwards and to deductions pending application based on the economic growth outlook for each company comprising the consolidated tax group in accordance with its own business plans.

96 97


Statement

14.5 Tax loss carryforwards

Some Group companies have tax losses that can be carried forward and offset against taxable income of the individual company in subsequent years.

Details of unused tax loss carryforwards at 31.12.12 applicable in future years were as follows:

The Group generally capitalises its tax loss carryforwards as soon as they arise. Spanish compa-nies are permitted to offset tax loss carryforwards for 18 years following the date on which they were first generated, in accordance with Royal Decree-Law 9/2011 (15 years in 2010). These tax loss carryforwards are expected to be offset mainly against future profits and the realisation of unrealised gains.

In accordance with limits established in article 20.1 of the current legislation on corporation tax, tax relief in the amount of 11,224,000 euros was not applicable to the corporate income tax for 2012. Finance charges that have not been recorded as tax relief may be recorded as such in the tax periods ending in the 18 years immediately following, however, in keeping with the criteria of accounting prudence, this has not been activated since there is no guarantee that they will be recorded as tax relief in the next ten years.

Consolidated tax group

Year generated Thousands of euros Cumulative

1999 4 4

2000 137 141

2001 292 433

2002 559 992

2004 1 993

2005 129 1,122

2007 3 1,125

2008 354,418 355,543

2009 3,357 358,900

2010 17,250 376,150

2011 818,339 1,194,489

2012 158,492 1,352,981

Total base 1,352,981

14.6 Pending tax relief

As of December 31, 2012 the Group had 226,349 thousand euros in unused tax relief accrued in 2012 as well as previous years (2007 to 2011). The yearly breakdown as follows:

The main sources of unused tax relief are the double taxation relief on Repsol, S.A. dividends, a deduction for reinvestment in 2009 and R+D+i relief. Unused relief must be used within 7 years for double-taxation deductions, 15 years for R&D+i relief and 10 years for other deductions, all starting from the year in which they were generated.

15 Other non-current assets

“Other non-current assets” mainly consists of long-term trade notes receivable for the sale of land by the property development business.

Yeargenerated

Amount(thousands of euros)

Cumulative(thousands of

euros)

2007 14,690 14,690

2008 11,232 25,922

2009 58,830 84,752

2010 78,235 162,987

2011 63,362 226,349

2012 41,465 267,814

TOTAL 267,814

98 99


Statement

16 Inventory

The detail of Group inventories at 31.12.12 and 2011 was as follows:


Land and lots 1,229,503 1,232,331

Developments under construction 171,607 196,298

Real estate 355,921 526,276

Auxiliary work and initial expenses 61,551 58,301

Advances 126,201 100,921

Construction materials and other supplies 62,735 60,212

Land adaptation 26,479 27,760

Ongoing and semi-completed products 72,050 209,644

Commercial 23,631 22,204

Finished products 8,831 9,103

Waste subproducts and recovered materials 30 25

Provisions (141,991) (121,075)

TOTAL 1,996,548 2,322,000

The reduction in “Inventories” basically reflects sales made, the liquidation of inventory items and the slower addition of new housing stock reflecting weaker demand.

The value of Group inventories includes finance costs, with an addition of 2,086 thousand euros in 2011.

Finance costs included in Group inventories totalled 1,955,000 euros in 2012. Finance costs included for 2011 totalled 2,086,000 euros. The total amount for finance costs included in in-ventories totalled 71,592,000 euros in 2012 and 69,637,000 euros in 2011.

At December 31 2012, the carrying amount for completed constructions and developments un-der construction pledged as guarantees for mortgage loans granted to the developer is 258,489 thousand euros. At December 31 2011, this amounted to 423,351 thousand euros. At December 31 2012 properties subject to mortgage guarantees amounted to 1,085,324 thousand euros. At December 31 2011, this amounted to 1,063,250 thousand euros.

At December 31 2011 and 2012, part of the property and developments under construction was mortgaged as collateral for the repayment of assumable bank loans used to fund the specific deve-lopment activity. properties subject to mortgage guarantees amounted to 985,528 thousand euros and 1,001,360 thousand euros at December 31 2011 and 2012, respectively. Developments under construction and completed buildings subject to mortgage guarantees amounted to 363,755 thou-sand euros and 221,466 thousand euros at December 31 2011 and 2012, respectively.


Private 1,364,098 1,587,947

Executed work awaiting certification 508,368 334,423

Personnel 1,452 1,310

Companies account. using equity method, debtors 41,029 105,495

Several debtors 203,877 311,570

Debtor public authorities 86,370 107,872

Corrections for impairment (120,434) (95,622)

TOTAL 2,084,760 2,352,995

All of the amounts recognised in “Developments under construction” at 31.12.11 and 2012 were short cycle.

Impairment relates to certain assets whose cost exceeds their appraised value.

An independent appraiser valued the Group’s property assets classified as inventories at 31.12.12 with a carrying amount of 1.725 million euros, resulting in an unrealised gain of 337 million euros. At 31.12.11 the corresponding valuation was 2.398 million euros, resulting in an unrealised gain of 458 million euros.

17 Trade and other receivables

The details of “Trade and other receivables” at December 31 2010 and 2012 were as follows: Trade receivables has a significant balance.

100 101


Statement

It highlights client balances, whose breakdown by business and type of customer at 31.12.11 and 2012 was as follows:

The average collection period for the Sacyr Vallehermoso Group in 2012 was approximately 67 days (70 days in 2011).

During 2012 there was a significant increase in “Completed work pending certification” due pri-marily to the construction of the third set of locks for the Panama Canal.

“Other accounts receivables” decreased in 2012 primarily due to the change in consolidation method for the Italian companies SIS, S.c.p.A., Superestrada Pedemontana Veneta, S.R.L. and Nodo Di Palermo, S.c.p.A. due to the sale of 11% of participation. These are now being accounted using the proportional integration method.

“Receivables from public entities” at 31.12.12 and 2011 mainly comprises VAT payments owed to the Group.

Regarding “Impairment”, the Group writes down loans and receivables as impaired if payment has not been received six months after maturity or when it becomes aware that the customer has declared itself insolvent, except for public entities, which are assumed to be solvent. The move-ment in 2012 was due primarily to impairment loss on a loan granted to Soleval Renovables, S.L.


Administration Headquarters

Autonomous Regions

Local Authorities

Public Corporations

Private customers TOTAL

Sacyr 129,785 109,874 127,875 158,160 121,125 646,819

Somague 6,717 62,108 15,041 48,644 285,263 417,773

Valoriza 17,020 30,803 251,617 49,687 111,377 460,504

Vallehermoso 1,231 0 0 0 8,527 9,758

Concessions 2,700 18,555 0 8,835 4,491 34,581

Testa 0 2,681 761 0 7,295 10,737

Adjustments and others 0 0 0 0 7,775 7,775

TOTAL 157,453 224,021 395,294 265,326 545,853 1,587,947


Administration Headquarters

Autonomous Regions

Local Authorities

Public Corporations

Private customers TOTAL

Sacyr 207,135 84,407 48,188 34,084 116,339 490,153

Somague 75,746 147,287 20,277 58,681 166,066 468,057

Valoriza 23,527 43,430 120,417 41,103 107,997 336,474

Vallehermoso 1,231 0 0 0 11,966 13,197

Concessions 3,445 13,969 0 6,145 4,796 28,355

Testa 0 2,261 704 0 10,868 13,833

Adjustments and others 0 0 0 0 14,029 14,029

TOTAL 311,084 291,354 189,586 140,013 432,061 1,364,098

Of this balance 451,375,000 euros are unrestricted (458,108,000 en 2011). The restricted part is due primarily to the signed financing arrangements, which require maintaining the fixed amount necessary to cover the debt service that will become due.

18 Cash and cash equivalents

The breakdown of “Cash and cash equivalents” in 2011 and 2012 is as follows:

19 Equity

Details and movements in this heading in 2011 and 2012 are shown in the consolidated sta-tement of changes in equity, which forms an integral part of the consolidated annual financial statements.

a) Appropriation of profit of Sacyr Vallehermoso, S.A. (Parent company)

The proposed application of results for the year prepared by the Administrators of the Company and which are pending approval by the Shareholders are:


Cash 507,391 485,078

Other liquid assets 117,946 99,342

TOTAL 625,337 584,420

Euros 2012 2011

Distribution basis (900,343,143.46) (55,269,414.79)

Balance of profit and loss account (900,343,143.46) (55,269,414.79)

Application (900,343,143.46) (55,269,414.79)

Negative profits from previous years (900,343,143.46) (55,269,414.79)

102 103


Statement

On May 11 2011, the Company’s Board of Directors resolved to pay shareholders a dividend with a charge to reserves equivalent to 10% of the nominal share price, resulting in a total distribu-tion of 40,843,000 euros. This dividend was paid 24 May, 2011. Given that the Company has recognised losses at December 31 2011, these dividends are expected to be charged against voluntary reserves, in accordance with prevailing legislation.

As shown in the following table, the Company has sufficient liquidity to fund this distribution while meeting the maximum limit set forth in current legislation regarding distributable profit from the previous year end.

Limitations on the distribution of dividends

The Parent Company is required to transfer 10% of profit for the year to a legal reserve until the reserve reaches at least 20% of share capital. As long as the reserve remains below the limit of 20% of share capital, it is not distributable to shareholders.

Once the legal or the company by-law requirements have been met, dividends may only be distributed against profit for the year or against unrestricted reserves if the value of equity is not lower than share capital or would not be caused to be less than share capital by the distribution of dividends. Accordingly, profit recognised directly in equity may not be distributed either di-rectly or indirectly. Where losses exist from previous years that reduce the Company’s equity to below the amount of share capital, profit must be allocated to offset these losses.

SACYR VALLEHERMOSO, S.A.

EXPECTED LIQUIDITY ACCOUNTING STATUS FOR DISTRIBUTION OF DIVIDENDS FOR FINANCIAL YEAR 2011, AGREED AT THE BOARD OF DIRECTORS ON 11 MAY 2011

Cash flows and investments at 31 April 2011 40.794.765,82

Credit available at 30 April 2011 87.836.521,23

Expected collections and payments up to date of agreement (9.183.301,11)

AVAILABLE LIQUID BALANCE 119.447.985,94

jUSTIFICATION OF EXISTENCE OF RESULTS FOR DISTRIBUTION OF DIVIDENDS FOR FINANCIAL YEAR 2011, AGREED AT THE BOARD OF DIRECTORS ON 11 MAY 2011

Profits after tax at 30 April 2011 62.238.773,73

Amount to Legal Reserve 6.223.877,37

B.D.I. MINUS AMOUNT TO RESERVE 56.014.896,36

DIVIDEND ALREADY DISTRIBUTED 0,00

MAXIMUM DISTRIBUTABLE AMOUNT 56.014.896,36

DISTRIBUTION OF DIVIDENDS FOR FINANCIAL YEAR 2011 AGREED AT THE BOARD OF DIRECTORS ON 11 MAY 2011

Shares issued by company at 30 April 2011 410,169,086

Shares in own portfolio 1,738,901

Shares with right to dividend 408,430,185

Proposed dividend per share (in Euros) 0,1000

TOTAL DIVIDEND PAYABLE AGREED 40,843,018.50

b) Share capital and share premium

At December 31 2011 and 2012, the share capital of the Parent Company amounted to 422,599,000 euros and 443,728,000 euros, respectively, represented by 422,598,452 and 443,728,374 shares of 1 euro par value each, fully subscribed and paid. All shares are of the same class. No shares bear founder rights. All of the shares have been admitted for trading on Spain’s Continuous Market.

At the end of 2011 and 2012 the share premium amounted to 537,666,000 euros.

The share premium is subject to the same restrictions and can be used for the same purposes as voluntary reserves, including conversion to share capital.

On February 25 2011, the Parent Company carried out a 96,101,000 euro capital increase, is-suing 16,016,870 shares with a par value of 1 euro and a share premium of 5 euros each, to prevent dilution. Preferential subscription rights were exchanged at 2 new shares for each 49 old shares.

At June 28 2011, the Parent Company carried out a bonus share issue charged to reserves in the amount of 12,429,000 euros by issuing 12,429,366 shares with a par value of 1 euro each. The allocation rights were exchanged at 1 new share for each 33 old shares.

At July 11 2012, the Parent Company carried out a bonus share issue charged to reserves in the amount of 21,129,922 euros by issuing 12,129,922 shares with a par value of 1 euro each. The allocation rights were exchanged at 1 new share for each 20 old shares.

The Company’s shareholders at 31.12.12 and 2011 were as follows:

2012 2011

Cymofag, S.L. 6.039% 6.091%

Disa Corporación Petrolífera, S.A. 13.012% 13.012%

Austral B.V. 9.623% 9.623%

Prilou, S.L. 7.120% 7.645%

Grupo Corporativo Fuertes, S.L.(1) 6.239% 5.149%

Beta Asociados, S.L. 5.328% 5.103%

Prilomi, S.L. 5.268% 5.007%

NCG Corporación Industrial, S.L.(2) 5.198% 2.269%

Grupo Satocán, S.A. 2.883% 2.883%

NCG Banco, S.A, 0.000% 4.464%

Participaciones Agrupadas, S.L. 0.000% 7.697%

Actividades Inmobiliarias y Agrícolas, S.L. 0.000% 5.076%

Rimefor Nuevo Milenio, S.L. 0.000% 5.715%

Otros 39.290% 20.266%

TOTAL 100.000% 100.000%

(1) Formerly Grupo Empresarial Fuertes, S.L.(2) Formerly CXG Corporación Caixa Galicia, S.A.

104 105


Statement

c) Reserves

- Reserves of the Parent Company

The details of the Parent Company’s reserves at 31.12.12 and 2011 were as follows:

Companies are required to transfer at least 10% of profit for the year to a legal reserve until this reserve reaches 20% of share capital. The reserve is not distributable to shareholders and may be used only to offset losses and provided no other reserves are available.

At 31.12.12 the legal reserve amounted to 14.07% of share capital. At December 31 2011 the legal reserve amounted to 14.77% of share capital.

The Parent company’s voluntary reserves are unrestricted.

- Other reserves

The movement in 2011 was due primarily to the transfer to reserves of the previous year’s profit and to the change in reserves by Repsol, S.A., mainly as a result of changes in the group’s sco-pe, which led to an increase for Sacyr Vallehermoso of 95,648,000 euros. In addition, in 2011 the Group issued bonds convertible into shares, which have had a positive impact on equity of 17,167,000 euros.

The movement of reserves in 2012 was due primarily to the transfer to reserves of the previous year’s profit.

d) Adjustment for changes in value

Movements in the reserve for changes in value are recognised in the statement of comprehen-sive income and include:

- Available-for-sale financial assets

As explained in Note 4, in accordance with IAS 39, the interest in Itínere Infraestructuras, S.A. was recognised at fair value, without any potential costs to sell being deducted, as such costs were insignificant. Changes resulting from restatements to fair value are recognised directly in equi-ty under “Available-for-sale financial assets” until the financial asset is derecognised from the consolidated statement of financial position or its value is considered impaired, at which point the amount recognised in equity is taken to the separate consolidated income statement. The balance for this heading was reduced in 2012, due primarily to the Group reporting impairment loss on its interest in Itínere Infraestructuras, S.A.


Legal reserve 62,418 62,418

Voluntary reserve 1,000,252 1,073,022

TOTAL 1,062,670 1,135,440

Thousands of euros

Fair value balance at 31-12-2010 (268,339)

Income and expenses directly attributed to net equity (135,398)

Change in scope 658

Transfer to separate income statement 144,698


Income and expenses directly attributed to net equity 24,514

Inefficient hedging and others (37,391)

Transfer to separate income statement 33,837


Balance 31-dec-10 1,738,898

Shares bought 795,471

Shares sold 0

Capital expansion 3

Expansion released 52,693

Balance 31-dec-11 2,587,065

Shares bought (liquidity contract) 35,925,705

Shares sold (liquidity contract) (36,435,705)

Acquisition of shares in Portugal 477

Shares sold (4,854)

Expansion released 131,633

Balance 31-dec-12 2,204,321

- Hedging transactions

The reconciliation between the fair values of hedging instruments described in Note 24 and adjustments recognised in the separate consolidated income statement and consolidated equity is as follows:

- Conversion differences

This is the difference between translating the equity of companies reported in non-euro curren-cies at year-end and at historical exchange rates. In 2012 and 2010 the main movements were due to Repsol, S.A.

e) Treasury shares.

At 31.12.12, the Parent company held 2,204,321 treasury shares, equivalent to 0.4968% of its share capital (0.6122% in 2011). At the average exchange rate, the price paid was 21.58 euros per share (22.81euros in 2011).

Movements in treasury shares in 2011 and 2012 were as follows:

106 107


Statement

During the first half of the year, 477 treasury shares were acquired due to the delisting of Sacyr Vallehermoso from the Lisbon Stock Exchange (Euronext Lisbon). This acquisition was carried out through the execution of a permanent purchase order on all shares traded on the Lisbon stock market from March 23 to April 5 2012 (both dates inclusive).

Furthermore, on March 29 2012, Sacyr Vallehermoso, in order to facilitate transaction liquidity and regularity of its share price, signed a liquidity agreement with Bankia Bolsa, S.V., S.A. in accor-dance with the indications in circular 3/2007, of December 19 of the Spanish National Securities Market Commission. The established term was 12 months, tacitly renewable for the same period. The liquidity agreement allocated 500,000 euros and 500,000 shares held by Sacyr Vallehermo-so, among others such as treasury shares.

From the standpoint of the liquidity agreement, until December 31 2012 a total of 35,925,705 and 36,435,705 Sacyr Vallehermoso shares, respectively, were acquired and sold.

As a result of the bonus share issued in July 2012, at an exchange of 1 new share for each 20 old shares, Sacyr Vallehermoso received a total of 131,633 new shares, as a result of exercising the subscription rights corresponding to the treasury shares held at that time.

At December 31 2012, Sacyr Vallehermoso, S.A. holds a total of 1026 shares of Sacyr Valleher-moso, S.A. stock: 308 shares that were unsubscribed in the bonus issue carried out in 2011 and another 178 shares that were unsubscribed in the bonus issue carried out in July 2012.

Sacyr Vallehermoso shall be the custodian of these shares during the three-year period set forth by Law, after which, in accordance with Article 59 of the Spanish Companies Law, the shares shall be sold. The proceeds net of costs to sell were deposited, along with dividends paid on the shares before the sale, in the Spanish General Deposit Fund (Caja General de Depósitos) for the related parties.

At December 31 2012, the Sacyr Vallehermoso, S.A. share price was 1,652 euros, 58.39% lower than at December 31 2011 (3.97 euros per share).

f) Non-controlling interests (previously “Minority interests”)

“Non-controlling interests” shown under equity on the consolidated statement of financial po-sition represents the value of all the shares held by minority shareholders in the equity of the Group’s consolidated subsidiaries. Additionally, “Non-controlling interests” on the consolidated income statement shows the portion of profit or loss for the year attributable to these minority shareholders.

In 2011 non-controlling interests in equity were further reduced, primarily due to the acquisition of 0.886% of Tesfran, S.A., a French company, and the change in the consolidation method of Sociedad Concesionaria Valles del Desierto, S.A., from full consolidation, with non-controlling interests owning 40%, to the proportionate consolidation method.

In 2012 “Other Movements” was reduced primarily to changes in 2012 of deconsolidation of the Portuguese concession company Autoestrada Do Marao, due to the valuation of options of minority shareholders and the change in the consolidation method of the Italian companies SIS, S.c.p.A., Superestrada Pedemontana Veneta, S.R.L. and Nodo Di Palermo, S.c.p.A.

20 Deferred income

Movements in “Deferred income” in 2011 and 2012 are as follows:

Noteworthy capital grants include the following:

• In 2011, part of the balances of the grants and other income provided to the Company by the N6 Concession Ltd Group was reclassified as a decrease in the value of the corresponding concession project, in light of the agreement with the Irish National Roads Authority.

• Sociedad Concesionaria de Palma de Manacor, S.A received a non-repayable capital grant from Consell Insular de Mallorca in the amount of 11,366,000 euros (11,813,000 euros in 2011).

• The group company Autopista del Sol reported a grant from the National Concession Council of Costa Rica in the amount of 7,872,000 euros in order to finance additional construction projects detailed in supplemental agreement No. 1; some of which are included but not valued and others that are not included in the original concession project.

• The grant from the City of Seville for the construction and operation of a parking lot at the Plaza de la Encarnación offers economic contribution in order that the operation achieves the profitability threshold anticipated in the financial assessment for the project in question.

• The grant from the Ministry of Environment to the Joint Venture Desaladora de Alcudia, is ai-med at subsidising the construction and operation of the desalination facility awarded to the Joint Venture, whose final beneficiary is the City Hall of Alcudia in Mallorca.

The increase in grants during 2012 is due primarily to grants attributable to Pazo de Congreso de Vigo being reported separately as opposed to offsetting the grant amount from the asset. The amount of this grant was offset from the asset value for 2011.



With-drawals

Reclass. and transfers

Effectexchange r.


Government grants 154,228 10,271 (24,320) (75,189) 217 65,207

Other income 1,381 14,348 (94) (7,814) 0 7,821

TOTAL 155,609 24,619 (24,414) (83,003) 217 73,028



With-drawals


Effectexchange r.


Government grants 65,207 27,095 (18,522) 57 (151) 73,686

Other income 7,821 0 (390) (57) 0 7,374

TOTAL 73,028 27,095 (18,912) 0 (151) 81,060

108 109


Statement

21 Provisions and contingent liabilities

21.1 Non-current provisions for contingencies and expenses




With-drawals

Reclass. and

transfersChange in

scopeEffect


Prov. for pensions and similar liabilities 8,952 3,295 (2,955) 0 0 0 9,292

Prov. for taxes 16,707 1,598 (4,090) 0 0 0 14,215

Other provisions 98,024 44,195 (8,894) 0 0 (41) 133,284

TOTAL 123,683 49,088 (15,939) 0 0 (41) 156,791

FINANCIAL YEAR 2011Thousands of euros Vallehermoso Valoriza Construction Concessions Rest TOTAL

Prov. for pensions and similar liabilities 0 9,203 77 1 11 9,292

Prov. for taxes 3,198 1,992 6,117 0 2,908 14,215

Other provisions 62,145 32,355 6,385 24,247 8,152 133,284

TOTAL 65,343 43,550 12,579 24,248 11,071 156,791



With-drawals

Reclass. and

transfersChange in

scopeEffect


Prov. for pensions and similar liabilities 9,292 1,864 (8,721) 0 (329) 0 2,106

Prov. for taxes 14,215 1,672 (3,182) 0 0 0 12,705

Other provisions 133,284 78,985 (20,168) (7,864) (576) (43) 183,618

TOTAL 156,791 82,521 (32,071) (7,864) (905) (43) 198,429

FINANCIAL YEAR 2012Thousands of euros Vallehermoso Valoriza Construction Concessions Rest TOTAL

Prov. for pensions and similar liabilities 0 2,017 77 1 1 2,096

Prov. for taxes 2,210 1,872 5,788 0 2,835 12,705

Other provisions 45,177 40,216 4,931 85,470 7,834 183,628

TOTAL 47,387 44,105 10,796 85,471 10,670 198,429

The amount of financial adjustments is not significant.

The details of the main non-current provisions by segment at year-end 2011 and 2012 were as follows:

“Provisions for taxes” at 31.12.11 and 2012 includes tax liabilities whose amount or due date is uncertain and regarding which an outflow of resources from the Group will probably be required to settle a liability arising from a present obligation. It includes a 3,923,000 euro (4,093,000 eu-ros in 2011) provision recorded by the company Sacyr Construcción, S.A.U. (formerly Sacyr, S.A.U.) against possible penalties from assessments raised by the tax authorities.

“Other provisions” primarily relates to litigation and third-party claims arising from the activity of each segment, which have been registered in accordance with the best available estimations at year-end without being any significant amount. The following is noteworthy per business area:

• Valoriza: noteworthy is the provision for onerous contracts with the Hospital de Parla as well as provisions by Compañía Energética Puente del Obispo, S.L., Compañía Energética Las Villas, S.L., Compañía Energética Linares, S.L., Compañía Energética Pata de Mulo, S.L. and by Olextra, S.A. due to the emission of greenhouse gases. A provision for emission costs is recognised under “Provisions” in line with the actual use (Note 8). Emission rights are not amortised.

• Vallehermoso: “Other provisions” includes liabilities in order to address legal proceedings in progress, compensation or obligations arising from group activity in which amounts or due dates are uncertain. Transfers are primarily a reclassification as short-term provisions for future payments resulting from a judgment of the High Court with regards to administrative procee-dings with the Tax Authority.

• Concessions: The following is noteworthy:

- Provisions made for major repairs under concession contracts amounting to 16,203,000 euros (11,512,000 euros in 2011).

- Provisions amounting to 5,204,000 euros in claims are from two minority shareholders of the concession company of the Murcia Regional Airport who have applied to exercise their right to sell their shares to the Group, representing 12.66% of the share capital of the concession company, pursuant to a sale option recognized in their favour in the shareholders agreement. The Group, based on reports from outside legal counsel, believes that the conditions stipula-ted in the shareholders agreement have not been met. Litigation with these minority sharehol-ders is pending resolution by the Civil and Commercial Arbitration Court of Madrid. This body has not issued an arbitration decision as of December 31 2012.

- The group, based on current concession industry conditions as well as uncertain regulatory and market conditions, has recorded provisions for risks and expenditures in the amount of 57,319,000 euros for contingencies and responsibilities, which as a shareholder must be as-sumed against third parties due to possible equity impairment of companies in which it parti-cipates beyond the current capital.

Additionally, in relation to their holdings in Autopistas del Sur, S.L. and Inversora de Autopistas de Levante, S.L., there is a potential sale option by minority shareholders, but it is anticipated that the conditions for implementation shall not be met, resulting in the reporting of no liability in these financial statements.

“Provision for pensions and similar obligations” includes pension commitments described below:

110 111


Statement

Percentage

Assumption at 31-dec-11

Discount rate on liabilities 4.20%

Salary growth rate 3.75%

Expected asset profitability rate 3.40%

CPI 2.25%

Growth rate for Maximum Social Security Pension 1.75%

Strategic distribution of fund assets 31-dic-11

Fixed-income 75.00%

European Variable Rate 3.00%

Non-European Variable Rate 7.00%

Alternative management 15.00%

TOTAL 100.00%

The Company amortises actuarial gains or losses over the remaining working life of the emplo-yees concerned, currently 20 years, unless the unrecognised gain or loss at the end of the year exceeds 10% of the present value of plan assets or of the defined benefits obligations under the plan.

The subsidiary Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) had until 2011 a defined benefit pension plan that met its obligations to provide additional pension benefits beyond the Social Security entitlements of its employees, up to 100% of the remuneration each employee received upon reaching retirement age, and to pay these amounts to surviving beneficiaries in the event of an employee’s death. The Company met all its retirement commitments through external pension funds, which at the reporting date for the year were measured in accordance with IAS 19.

On December 12 2012 a substantial modification in working conditions, among other things, was signed, which has led to the transformation and modification of the existing pension plan to date as well as the suspension of employer contributions.

The valuation assumptions for 2011 were as follows:

Thousands of euros Percentage

Plan liabilities

Actuarial liabilities at 1 january 12,748

Service cost 664

Interest cost 574

Actuarial (profit) / loss 1,187

Payments 0

Benefits paid (80)

Actuarial liabilities at December 31 15,093

Plan assets

Fair asset value at 1 january 8,228

Expected profitability 279

Actuarial (profit) / loss (167)

Contributions 1,955

Payments 0

Benefits paid by the Fund (80)

Fair asset value at December 31 10,215

Financial position at December 31

(Deficit) / Surplus (4,878)

Unrecognised amounts:

Actuarial (profit) / loss 0

(Provision) / Consolidated financial position asset (4,878)

Annual pension expenditure

Service cost 664

Interest cost 574

Expected profitability (280)

Amortisation (profit) / actuarial loss 0

Annual pension expenditure 958

Reconciliation

(Provision) / Consolidated financial position asset at 1 January (4,520)

Annual pension expenditure (958)

Contributions 1,955

Actuarial (profits) / losses (1,355)

(Provision) / Asset balance at December 31 (4,878)

The reconciliation between movements in 2011 and the present value of plan assets and liabi-lities is as follows:

112 113


Statement

The company Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) is required to provide ad-ditional retirement, permanent disability and death benefits beyond the Social Security entitle-ments of Company employees who joined the Company before January 1 1994. Because of the obligation to outsource pension commitments, the Company elected to take out life insurance contracts for both current and past employees.

At the reporting date the Company measured its pension commitments covered by insurance policies in accordance with IAS 19, based on the following assumptions:

2012 2011

Assumption future policy renewals Percentage Percentage

Mortality tables PERMF 2000P PER2000 NP

Increase of future pensionable salary 2.50% 3.00%

Increase of future gross salary 2.50% 3.00%

CPI and increase in base and maximum pension 2.00% 2.00%

Assumption future Strategic Provisions Plan

Interest rates 3.50% 4.60%

Increase of future pensionable salary 2.50% 3.00%

Increase of future gross salary 2.50% 3.00%

CPI and increase in base and maximum pension 2.00% 2.00%

Pension increase 1.75% 1.75%

Provisions have also been made for less significant pension and similar commitments of 2,245,000 euros and 2,345,000 thousand euros at December 31 2012 and 2011, respectively. These mainly consist of other provisions for employee commitments in 15 and 25 years assumed by Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A.

The present value of plan assets and liabilities is as follows:


Plan liabilities

Current value actuarial liabilities at 1 january

Current employees by guaranteed accrued benefits 2,954 2,923

Past employees by guaranteed benefits being paid 5,312 5,585

Total current value actuarial liabilities at 1 january 8,266 8,508

Plan assets

Fair asset value at 1 january



Total fair asset value at 1 january 6,197 6,208

(Provision) / Consolidated financial position asset (2,069) (2,301)

Plan liabilities

Current value actuarial liabilities at December 31



Total current value actuarial liabilities at December 31 7,353 8,266

Plan assets

Fair asset value at December 31



Total fair asset value at December 31 7,503 6,197

(Provision) / Consolidated financial position asset 150 (2,069)

Reconciliation

(Provision) / Consolidated financial position asset at 1 January (2,069) (2,301)

Annual pension expenditure 15 (193)

Contributions 2,203 425

(Provision) / Consolidated financial position asset at December 31 150 (2,069)

114 115


Statement

21.2 Current trade provisions


The breakdown of trade provisions by business area is as follows:

The main trade provisions are in respect of:

• Vallehermoso (Promotion activity): relates to estimated costs and liabilities that may be incu-rred in completing a development, including liabilities that may arise between completion and handover of the development units, and to risks stemming from the valuation of properties. One year after completion of a development the provisions are reversed. None of the provi-sions on individual developments is significant enough to require additional disclosure.

• Sacyr (Construction activity): relates to estimated costs and liabilities arising from completion of projects or contracts, risks or estimated contingencies, the exact amount or payment date of which cannot yet be precisely determined The general criterion for recognising these provi-sions is described in Note 3.


Balance 31-dic-10 Additions Withdrawals


Change in scope

Effectexchange r.

Balance 31-dic-11

Prov for traffic operations 187,148 92,022 (76,144) 0 0 (19) 203,007


Balance 31-dic-11 Additions Withdrawals


Change in scope

Effectexchange r.

Balance z31-dic-12

Prov for traffic operations 203,007 115,850 (21,465) 6,861 (3,262) 56 301,047

FINANCIAL YEAR 2011Thousands of euros Development Construction Rest TOTAL

Prov for traffic operations 0 108,018 94,989 203,007

TOTAL 0 108,018 94,989 203,007

FINANCIAL YEAR 2012Thousands of euros Development Construction Rest TOTAL

Prov for traffic operations 10,202 102,070 188,775 301,047

TOTAL 10,202 102,070 188,775 301,047

21.3 Contingent liabilities

At 31.12.11 and 2012 Group companies had provided guarantees of 2,495,093 and 2,761,330 thousand euros, respectively. The breakdown of guarantees provided in each segment is as follows:

Financial guarantees Technical guarantees

TotalFINANCIAL YEAR 2011Thousands of euros National Exterior National Exterior

Holding 27,642 28,812 52,313 336,507 445,274

Sacyr 67,148 281,834 423,797 354,443 1,127,222

Concesions 0 0 136,576 26,950 163,526

Valoriza 14,684 0 159,122 30,172 203,978

Vallehermoso 43,251 0 34,132 0 77,383

Testa 470,662 0 7,048 0 477,710

TOTAL 623,387 310,646 812,988 748,072 2,495,093

Financial guarantees Technical guarantees

TotalFINANCIAL YEAR 2012Thousands of euros National Exterior National Exterior

Holding 76,691 52,985 0 294,891 424,567

Sacyr 128,449 529,147 373,685 259,176 1,290,457

Concesions 201,450 2,603 41,568 51,484 297,105

Valoriza 3,835 0 142,480 32,158 178,473

Vallehermoso 27,711 0 29,546 0 57,257

Testa 513,471 0 0 0 513,471

TOTAL 951,607 584,735 587,279 637,709 2,761,330

116 117


Statement

In the Construction divisions (Sacyr Group and Somague Group), guarantees correspond to the normal liability in the construction business to execute and complete project contracts.

In the Concessions division, a distinction is drawn between technical guarantees (deposits for tender, construction and operation of toll motorways) and financial guarantees (bank guaran-tees). The guarantees extended by the Valoriza Group largely correspond to project completion con-tracts.

In the Residential Development division (Vallehermoso Group), a distinction is drawn between:

• Technical guarantees, relating to the contracts for completion and sale of developments, land tenders and down payments from property buyers.

• Financial guarantees, which mainly relate to deferred payments for the acquisition of land lots,

• Collateral, in the amount of 11,718,000 euros in 2012 and 14,238,000 euros in 2011.

At the Parent company level, the technical guarantees posted abroad mainly relate to the tender to build the third set of locks on the Panama Canal.

Financial guarantees in the Rental Property business are mostly joint and several guarantees with other Group companies for credit lines, as well as guarantees presented primarily for bids and/or contracts awarded through public tender and technical guarantees required by public bodies on the completion of work.

Furthermore, “Other current assets” mainly comprises insurance policies against risks that are not recognised as profit or loss because of their due dates. In 2011 and 2012, the noteworthy changes were the balances contributed by Grupo Unidos por el Canal, S.A., which, in the course of its activities, took out insurance for guarantees posted against fulfilment of its contractual obligations, machinery and other financial guarantees required under the terms of the tender for construction of the new locks on the Panama Canal extension by the Panama Canal Authority.

At the end of 2012, Grupo Unidos por el Canal S.A. had a bank debt of 117,787 million dollars distributed as follows: Banesco S.A. (30 million dollars); HSBC Bank (60 million dollars); Caterpi-llar Crédito, S.A. (27.787 thousand dollars). All were associated with the Panama Canal construc-tion project. The company partners, of which the dominating partner is the Sacyr Vallehermoso Group, have issued comfort letters for this debt for the part corresponding to their participation.

No liabilities other than those referred to the different sections of these Notes that would result in an outflow of resources for the Group are expected to arise.

In 2011, part of Sacyr Vallehermoso Group’s debt maturing after 2012 but used to finance inven-tories was reclassified as current in accordance with accounting standards.

Gross Group debt at December 31 2011 amounted to 9,580 million euros, down 21.8% on the year-end 2010 balance of 12,243 million euros. Most of this significant decline was due to Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U.’s partial repayment of the loan it received for the acquisition of Repsol, S.A. shares, through the disposal of 10% of the share capital, reducing its shareholding in Repsol to 10.01%

22 Interest-bearing loans and borrowings

The details of the Group’s borrowings at December 31 2011, by division and maturity, were as follows:

These figures include payable interest accrued and outstanding of 68 million euros.(1) In Vallehermoso the accounting classification in stages is substantial difference from the contractual stages for the existing associated debt classified for accounting purposes as short term.

MATURING DEBT

FINANCIAL YEAR 2011 2012 2013 2014 2015 2016 Subsequent TOTAL

Sacyr Vallehermoso, S.A. 251,058 8,854 185,833 25,256 308,144 0 779,145

Interest-bearing loans and borrowings 248,859 8,854 185,833 25,256 125,014 0 593,816

Liabilities and other tradable securities 2,199 0 0 0 183,130 0 185,329

Sacyr Group 125,511 78,804 4,709 11,847 2,053 47,306 270,230

Sacyr Concessions Group 88,588 44,867 208,593 45,269 54,454 1,054,858 1,496,629

Valoriza Group 225,160 37,876 35,529 27,288 30,194 211,616 567,663

Vallehermoso Group (1) 89,754 56,346 2,930 825,604 1,000 354,320 1,329,954

Testa Group 139,051 702,276 511,837 72,671 118,191 1,017,638 2,561,664

Somague Group 129,167 45,263 225 3,350 0 0 178,005

SVPM (Repsol YPF) 3,362 0 0 2,424,151 0 0 2,427,513

TOTAL DEBT PAYABLE 1,051,651 974,286 949,656 3,435,436 514,036 2,685,738 9,610,803

Signing costs for distribution - - - - - - (30,662)

TOTAL DEBT 1,051,651 974,286 949,656 3,435,436 514,036 2,685,738 9,580,141

118 119


Statement

These figures include payable interest accrued and outstanding of 106 million euros.(1) In Vallehermoso the accounting classification in stages is substantial difference from the contractual stages for the existing associated debt classified for accounting purposes as short term.

MATURING DEBT

FINANCIAL YEAR 2012 2013 2014 2015 2016 2017 Subsequent TOTAL

Sacyr Vallehermoso, S.A. 252,423 206,047 33,214 326,947 990 0 819,621

Interest-bearing loans and borrowings 250,188 206,047 33,214 126,997 990 0 617,436

Liabilities and other tradable securities 2,235 0 0 199,950 0 0 202,185

Sacyr Group 192,648 17,806 4,163 1,604 1,604 21,418 239,243

Sacyr Concessions Group 62,426 48,003 273,707 100,521 56,787 979,606 1,521,050

Valoriza Group 156,816 57,890 52,076 43,795 34,992 186,658 532,227

Vallehermoso Group (1) 147,217 31,405 910,923 3,400 9,134 158,905 1,260,984

Testa Group 701,843 517,213 72,535 118,030 68,555 950,968 2,429,144

Somague Group 155,631 308 20,979 4,629 6,000 11,784 199,331

SVPM (Repsol YPF) 46,448 0 2,421,224 0 0 0 2,467,672

TOTAL DEBT PAYABLE 1,715,452 878,672 3,788,821 598,926 178,062 2,309,339 9,469,272

Signing costs for distribution - - - - - - (95,674)

TOTAL DEBT 1,715,452 878,672 3,788,821 598,926 178,062 2,309,339 9,373,598

In 2012, as in 2011, part of Sacyr Vallehermoso Group’s debt maturing after 2013 but used to finance inventories was reclassified as current in accordance with accounting standards.

Gross Group debt at December 31 2012 amounted to 9,374 million euros, down 2% on the year-end 2011 balance of 9,580 million euros. Included in this reduction is the sale of 45% of Autovía del Arlanzón S.A., and 11% of SIS S.C.P.A, Superestrada Pedemontana Veneta, S.R.L. and Nodo di Palermo S.C.P.A. changing from full consolidation to the proportionate consolidation method, as well as the deconsolidation of the Portuguese concession company Autoestrada Do Marao.

In 2011, borrowings, and their basic characteristics, were as follows:

The details of the Group’s borrowings at December 31 2012, by division, were as follows:

The main characteristics of borrowings in each division at December 31 2011 are as follows:

- Holding: the Parent company’s debt includes the bond issue floated in April, consisting of 4,000 bonds for a combined notional amount of 200 million euros, intended for new European institutional investors. This has allowed the Company to enter the capital market, which is a new source of financing for it. The bonds are convertible into and exchangeable for ordinary shares of the issuer in five years, with a maturity date of May 1 2016, and the shares are to be paid with a 6.5% fixed annual nominal coupon on a quarterly basis. Also included is 257 mi-llion euros from banks loans related to Itínere and a shareholding held for sale, both of which will be eliminated when the asset is disposed of. The remainder is composed of working-capi-tal loans and corporate loans at variable rates.

- Construction (Sacyr and Somague): bank debt totals 448 million euros, which is used to finan-ce the working capital generated as a result of the lengthening of average collection periods. The financing is arranged through short-term credit lines and receivable discounting program-mes, which are regularly rolled over in accordance with business needs. It also includes, to a lesser degree, structured financing of projects where payment is deferred (German payment and similar methods).

- Concessions (Grupo Sacyr Concesiones): gross debt of 1,490 million euros. Ninety per cent of

this debt falls due in 2014 or after, and 68% of it is hedged against interest-rate changes. It is used for project financing that is repaid with the cash flows generated by the concessions.

- Property (Testa Group): gross bank debt of 2,541 million euros, 67% of which matures later than 2014. The debt is serviced with the cash flows from the property rentals, which is made possible by the buildings’ high level of occupancy.

- Residential development (Vallehermoso Group): gross debt of 1,330 million euros at Decem-ber 31 2011, a high percentage of which is contractually non-current although the debt asso-ciated with inventories is presented as current borrowings on the consolidated statement of financial position to match the natural cycle of these inventories. In quantitative terms, of the 990 million euros of debt recognised as current by the Vallehermoso Group, 928 million euros matures after December 31 2012.

Most of this debt is composed of mortgage loans with an average maturity of 30 years starting at the signature date and with an initial grace period. The loans are repaid with the sale of the finished products and the customer’s subsequent assumption of the mortgage loan.

2011Millions of euros Amount

Current average interest rate

Date of next interest rate

decisionRate renewal

period

Acquisition loan Repsol (nominal) 2,424 5.11% 23/07/2012 6 months

Loan Tower Adriá 453 1.87% 27/03/2012 1,3,6 months

Remaining debt

Credit policies 610 4.50% As per facility 1,3,6,12 months

Loans 405 4.75% As per loan 1,3,6,12 months

Financing of concession projects 2,494 4.97% As per loan 1,3,6,12 months

Mortgage and leasing loans 2,975 3.40% As per loan 1,3,6,12 months

Liabilities and other tradable securities 183 6.50% - Fixed

Others and payable interest not outstanding 36 - - -

TOTAL 9,580

120 121


Statement

- Services (Valoriza Group): gross debt at Valoriza, the Group’s Services division, was 566 million euros at year-end 2011, 60% of which was non-current. Thirty-five per cent is hedged against interest-rate fluctuations. Project financing represents 55% of the total debt acquired by the water-treatment, renewable-energy and environmental-services concession businesses, and is therefore serviced with the cash flows generated by the concessions. The rest was corporate debt used to finance working capital requirements arising from the operation of its service agreements.

- Repsol, S.A.: The special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. also owns the 122,208,433 shares representing 10.01% of the share capital of Rep-sol, S.A. after the disposal of the remaining 10% on December 20 2011. This package of shares was sold for 2,572 million euros, with which the loan was partially repaid and the outstanding balance was reduced from 4,893 million euros to 2,447 million euros. The outstanding 2,447 million euros was refinanced on December 22, and hence the initial syndicated loan was modified and renewed and the maturity was extended to January 31 2015. This investment in Repsol is recognised as a non-current asset. The Group´s signi-ficant percentage holding in Repsol makes it a core shareholder, and this is considered a long-term, strategic investment. The outstanding balance of this financing at year-end 2011 was 2,424 million euros following a partial early repayment, in the amount of 23 million euros, on December 23.

This floating-rate renegotiated loan, made on market terms, bears interest at the Euribor rate, with a reset frequency of six months and an added margin of 350 basis points. The derivative instrument that was contracted as an initial hedging instrument (2006) matured on 21 Decem-ber 2011, and no new instrument was arranged at year end. The final interest rate at December 31 2011 stood at 4.53%. In 2010, in light of the effect of the hedge, the cost of financing stood at 4.57%.

In order to comply with the terms of the guarantee contract relative to the associated

debt, the value to loan ratio must be above 150%. At December 31 2011, the shares of Repsol, of Testa Inmuebles en Renta S.A., of Vallehermoso División Promoción S.A.U. and of Valoriza Gestión S.A.U. are pledged as a guarantee of the fulfilment of said ratio. The market value of Repsol’s shares is determined according to their price on the stock market. At year-end 2011, the price of Repsol was 23.735 euros per share and its market capitalisation was therefore higher than the value of its associated loan but insufficient to meet the required ratio. The additional pledge from the other assets places the ratio well above the required level, which enables the Group, as of 31 March 2012, to cancel the excess guarantees.

In addition to the pledges outlined above, certain guarantees had been extended to the lending parties in the concessionaire project financing arrangements. These guarantees, typical in such arrangements, entail pledging the shares of the concessionaire holding companies, their most significant current accounts and their most significant collection rights (insurance claims, con-tracts, etc.).

Mortgages are secured by claims on the underlying properties at Testa and on development inventories in the case of Vallehermoso.

Working capital requirements are covered in the short term by credit lines and receivables dis-counting programmes. Capital-intensive strategic investments made by the Group where returns are expected to be generated over the long term have their own project finance. These invest-ments, along with the non-recourse financing of concession projects, come under the Group’s long-term financing policy.

The breakdown at December 31 2011 and 2012 is as follows:

Millions of euros AmountCurrent average

interest rate

Date of next interest rate

decisionRate renewal

period

Acquisition loan Repsol (nominal) 2,421 4.26% 21/01/2013 6 months

Loan Tower Adriá 438 0.86% 27/01/2013 1,3,6 months

Remaining debt

Credit policies 731 4.89% As per facility 1,3,6,12 months

Loans 318 3.85% As per loan 1,3,6,12 months

Financing of concession projects 2,550 4.34% As per loan 1,3,6,12 months

Mortgage and leasing loans 2,706 2.50% As per loan 1,3,6,12 months

Liabilities and other tradable securities 187 6.50% - Fixed

Others and payable interest not outstanding 24 - - -

TOTAL 9,374

The main characteristics of borrowings in each division at 31.12.12 are as follows:

- Holding: the Parent company’s debt includes the bond issue floated in April 2011, consis-ting of 4,000 bonds for a combined notional amount of 200 million euros, intended for new European institutional investors. This has allowed the Company to enter the capital market, which is a new source of financing for it. The bonds are convertible into and exchangeable for ordinary shares of the issuer in five years, with a maturity date of May 1 2016, and the shares are to be paid with a 6.5% fixed annual nominal coupon on a quarterly basis. Also included is 253 million euros from banks loans related to Itínere and a shareholding held for sale, both of which will be eliminated when the asset is disposed of. The remainder is composed of wor-king-capital loans and corporate loans at variable rates.

- Construction (Sacyr and Somague): bank debt totals 439 million euros, which is used to finan-ce the working capital generated as a result of the lengthening of average collection periods. The financing is arranged through short-term credit lines and receivable discounting program-mes, which are regularly rolled over in accordance with business needs. It also includes, to a lesser degree, structured financing of projects where payment is deferred (German payment and similar methods).

- Concessions (Grupo Sacyr Concesiones): gross debt of 1,521 million euros. Ninety-six per cent

of this debt falls due in 2014 or after, and 57% of it is hedged against interest-rate changes. It is used for project financing that is repaid with the cash flows generated by the concessions.

- Property (Testa Group): gross bank debt of 2,429 million euros, 71% of which matures later than 2014. This financing is structured through loans backed by mortgage guarantees on the proper-ties and by guarantees consisting of specific assets. The debt is serviced with the cash flows from the property rentals, which is made possible by the buildings’ high level of occupancy.

122 123


Statement

- Residential development (Vallehermoso Group): gross debt of 1,261 million euros at 31.12.12, a high percentage of which is contractually non-current although the debt associated with inventories is presented as current borrowings on the consolidated statement of financial po-sition to match the natural cycle of these inventories. In quantitative terms, of the 874 million euros of debt recognised as current by the Vallehermoso Group, 726 million euros matures after 31.12.13.

Most of this debt is composed of mortgage loans with an average maturity of 30 years starting at the signature date and with an initial grace period. The loans are repaid with the sale of the finished products and the customer’s subsequent assumption of the mortgage loan.

- Services (Valoriza Group): the gross debt of Valoriza payable at December 31 2012 amoun-ted to 532 million euros, of which 72% are long-term. Thirty-six per cent is hedged against interest-rate fluctuations. Project financing represents 54% of the total debt acquired by the water-treatment, renewable-energy and environmental-services concession businesses, and is therefore serviced with the cash flows generated by the concessions. The rest was corporate debt used to finance working capital requirements arising from the operation of its service agreements.

- Repsol, S.A.: The special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. owns 122,208,433 shares representing 9.73% of the share capital of Repsol, S.A. The Group´s significant percentage holding in Repsol makes it a core shareholder, and this is considered a long-term, strategic investment. The outstanding balance of this financing at December 31 2012 was 2,421 million euros.

This floating-rate renegotiated loan, made on market terms, bears interest at the Euribor rate, with a reset frequency of six months and an added margin of 350 basis points. The final inte-rest rate at 31.12.12 stood at 4.26%. Subsequent to year end, in January 2013, the derivative instrument used to hedge the interest rate on this loan reduced the impact of potential inte-rest rate increases by more than 60%.

In order to comply with the terms of the guarantee contract relative to the associated debt, the value to loan ratio must be above 150%. At 31.12.12, the shares of Repsol, of Testa Inmuebles en Renta S.A., of Vallehermoso División Promoción S.A.U. and of Valoriza Gestión S.A.U. are pledged as a guarantee of the fulfilment of said ratio. The market value of Repsol’s shares is determined according to their price on the stock market. At year-end 2012, Repsol’s share price amounted to 15.34 euros, which, with the additional pledge from the other assets places the ratio well above the required level, which enables the Group to cancel the excess guarantees.

In addition to the pledges outlined above, certain guarantees had been extended to the len-ding parties in the concessionaire project financing arrangements. These guarantees, typical in such arrangements, entail pledging the shares of the concessionaire holding companies, their most significant current accounts and their most significant collection rights (insurance claims, contracts, etc.).

Mortgages are secured by claims on the underlying properties at Testa and on development inven-tories in the case of Vallehermoso.

Working capital requirements are covered in the short term by credit lines and receivables discoun-ting programmes.

Capital-intensive strategic investments made by the Group where returns are expected to be gene-rated over the long term have their own project finance. These investments, along with the non-re-course financing of concession projects, come under the Group’s long-term financing policy.

Thousands of units

Company Financing rate Currency debt

2012 currency other

than euro

2012 thousands

of euros

2011 currency other

than euro

2011 thousands

of euros

SGIS Leasing USD 11 8 10 8

Somague 11 8 10 8

Autopistas del Sol Project financing USD 84,660 64,151 82,704 63,815

Costa Rica 84,660 64,151 82,704 63,815

Sacyr Concesiones Chile Project financing CLP 0 0 0 0

Sacyr Conc.Valle del Desierto Project financing CLP 96,249,044 152,341 77,744,988 115,472

Rutas del Desierto (Accesos a Iquique) Project financing CLP 3,898,206 6,170 2,238,656 3,325

Soc. Conc. Bio Bio (Concepción-Cabrero) Project financing CLP 15,124,660 23,939 4,881,953 7,251

Sacyr Operaciones y Servicios Project financing CLP 650,754 1,030 758,113 1,126

Ruta del Algarrobo (Aut. Serena-Vallenar) Project financing CLP 12,500,163 19,785 0 0

Sacyr Agua Santa Corporate loan CLP 749,947 1,187 750,034 1,114

Sacyr Chile Working Capital Loan CLP 0 0 5,699,988 8,466

Chile 129,172,774 204,452 92,073,733 136,754

Grupos Unidos por el Canal Working Capital Loan USD 56,539 42,842 43,200 33,333

Panama 56,539 42,842 43,200 33,333

The Sacyr Vallehermoso Group has non-euro borrowings taken out by companies whose cash flows are also generated in foreign currency, thereby providing a natural hedge to exchange-rate risk. The breakdown at December 31 2011 and 2012 is as follows:

124 125


Statement

Maturity schedules for foreign currency-denominated borrowings outstanding at the Somague Group at year-end 2011 and 2012 are as follows:

Maturity schedules for foreign currency-denominated borrowings outstanding at the companies located in Costa Rica at year-end 2011 and 2012 are as follows:

Maturity schedules for foreign-currency-denominated borrowings of the companies operating in Chile in 2011 and 2012 are as follows:

And, lastly, of the company named Grupo Unidos por el Canal, located in Panama:

SOMAGUEThousands of Euro 2012 2013 2014 2015

Subsequent years TOTAL

2011 8 0 0 0 0 8

COSTA RICAThousands of Euro 2012 2013 2014 2015


2011 1,160 1,530 2,126 2,692 56,307 63,815

CHILEThousands of Euro 2012 2013 2014 2015


2011 3,591 9,225 393 8,897 114,648 136,754

PANAMÁThousands of Euro 2012 2013 2014 2015


2011 33,333 0 0 0 0 33,333

Thousands of Euro 2013 2014 2015 2016Subsequent

years TOTAL

2012 8 0 0 0 0 8


years TOTAL

2012 1,710 2,292 3,011 3,575 53,563 64,151


years TOTAL

2012 2,217 0 19,008 43,724 139,503 204,452


years TOTAL

2012 38,510 4,332 0 0 0 42,842

The accounting entry of interest-bearing borrowings and loans and debt securities is made at amortised cost, which, unless more reliable evidence is provided, is equivalent to fair value; therefore, there are no significant differences between the fair value and the carrying amount of the Sacyr Vallehermoso Group’s financial assets and liabilities.

Most of the Group companies’ variable-rate financing arrangements are benchmarked to Euribor, as are any related hedges. Reset frequencies vary depending on the terms of the financing arran-gements, with rates on the shortest-dated borrowings reset every one to three months (working capital facilities), while project financing resets every six months as a general rule. In any case, interest rates on long-term financial liabilities are reviewed regularly, at intervals of less than a year.

The decline during 2012 of the Euribor has reduced the average interest rate on borrowings by 40 basis points as of December 31 2012 to place it at around 4.0% compared to 4.40% reported as of December 31 2011. The effect of the drop in the Euribor has been partially cushioned by higher margins applied by the entities being refinanced, a result of the credit squeeze experien-ced by the markets.

23 Non-current trade and other payables

The breakdown of “Payables” in 2011 and 2012 was as follows:

“Other payables” mainly comprises payables to suppliers of property, plant and equipment on which payment does not fall due for more than a year. The most significant payables are in cons-truction and, in particular, at Sacyr Construcción S.A.U. and at Grupo Unidos por el Canal, S.A., which is building the third set of locks for the Panama Canal.

The balances include an implied interest rate, and there is considered to be no significant differen-ce between their carrying amount and fair value.

Thousands of Euros 2012 2011

Debts payable 581 3,044

Other debts 458,175 400,937

Debts and guarantees received 29,269 36,081

TOTAL 488,025 440,062

126 127


Statement

24 Derivative financial instruments

In the course of its financing operations Sacyr Vallehermoso Group does not use financial instru-ments that expose it to negative market contingencies that could undermine its equity.

Only where the risk warrants so, generally against long-term variable rate loans, will the Group use derivatives, which in all cases meet the criteria for effective hedging relationships. It avoids taking speculative positions in domestic and international financial markets.

The Group seeks to adapt financial liabilities to the best market conditions, and thus occasiona-lly refinances certain liabilities. When a liability or its underlying is renegotiated, the derivative financial instrument used to hedge the related cash flow risk is adapted accordingly.

Derivatives contracted by the Group hedge exposure to changes in cash flows from its financing operations and therefore qualify, in almost their entirety, as efficient cash flow hedges under IAS 39. Their purpose is to reduce the risk from interest-rate fluctuations and the resulting impact on cash flows associated with the financing being hedged, specifically, risks stemming from an increase in the cost of debt following a rise in benchmark interest rates.

At December 31 2012 the Group holds fixed rate financing reported in Chilean Pesos. In order to hedge against changes in the fair value of financial liabilities attributable to changes in the benchmark interest rate, a cross currency swap is registered, the only of this kind treated as a fair value hedge and recognised in the income statement as a loss of 2.1 million euros due to the change in value as of December 31 2012. In turn, a profit of 2 million euros is reported for the registration of the change in fair value attributable to the hedged risk associated with the financial liability designated as a hedged item.

This allows the Group to set the cost of the transaction. In the overwhelming majority of cases, variable financing rates are swapped to fixed rates using interest rate swaps (IRS) or by contrac-ting collars, which set floor and ceiling rates, allowing the Group to transform its variable-rate financing into fixed-rate financing for the amount hedged. The hedge is only partial since the notional underlying the derivative is lower than the principal amount of the financing.

In 2011 the main financing lines hedged were as follows:

AMOUNT HEDGED HEDGED

Thousands of euros Main

Reference rate

payable Nature NotionalReference

rate hedge

Fixed rate payable

(average)

Real Estate (Testa) 233,485 euribor IRS+ cap 172,340 euribor 3.97%

Financ. Loan. Concession projects and others 1,594,084 1,301,494

Services (Power, Water, Waste Treatment) 241,069 euribor IRS+collar 197,177 euribor 4.42%

Infrastructures (Motorways, Hospitals, Hubs) 1,353,015 euribor IRS 1,104,317 euribor 3.62%

TOTAL 1,827,569 1,473,833

AMOUNT HEDGED HEDGED

Thousands of euros Main

Reference rate

payable Nature NotionalReference

rate hedge

Fixed rate payable

(average)

Real Estate (Testa) 231,797 euribor IRS+ cap 174,160 euribor 3.97%

Financ. Loan. Concession projects and others 1,403,092 1,131,825

Services (Power, Water, Waste Treatment) 217,052 euribor IRS+collar 183,143 euribor 4.54%

Infrastructures (Motorways, Hospitals, Hubs) 1,186,040 euribor IRS 948,682 euribor 4.22%

TOTAL 1,634,888 1,305,985

The main financing lines hedged and the instruments used to hedge them at year-end 2012 were as follows:

The changes in the notional amounts of derivative financial instruments at December 31 2011 and 2012 were as follows:

CHANGE FINANCIAL YEAR 2011

Thousands of eurosNotionals 31-12-10

Change to existing hedges

at 31-12-10 New hedgesNotionals 31-12-11

Loan acquisition of shares Repsol 3,415,500 (3,415,500) 0 0

Mortgage loans (Testa) 181,320 (8,980) 0 172,340

Financ. Loan. Concession projects Services 205,109 (7,932) 0 197,177

Financ. Loan. Concession projects Infrastructure 871,200 108,606 124,511 1,104,317

TOTAL 4,673,129 (3,323,806) 124,511 1,473,833

CHANGE FINANCIAL YEAR 2012

Thousands of eurosNotionals 31-12-11

Change to existing hedges

at 31-12-11 New hedgesNotionals 31-12-12

Mortgage loans (Testa) 172,340 (9,180) 11,000 174,160

Financ. Loan. Concession projects Services 197,177 (14,034) 0 183,143

Financ. Loan. Concession projects Infrastructure 1,104,317 (337,244) 181,609 948,682

TOTAL 1,473,833 (360,457) 192,609 1,305,985

128 129


Statement

The market value of the derivatives contracted by the Group, and which is recognised at 31.12.12, entails a net liability of 237.4 million euros. Balances at year-end 2011 and 2012, and movements in financial assets and liability instruments, both hedging and speculative, were as follows:

These valuations of hedging instruments include the instruments’ market value.

As a result of the degree of inefficiency of several derivatives recognised as hedges, the valuation yet to be recognised in profit and loss is 234.7 million euros. The remaining 2.7 million euros gene-rated by the degree of partial inefficiency of several instruments have been reported in earnings.

Exchange rate derivatives, most of which are plain vanilla IRSs, are valuated at present value cal-culated for all settlements set forth in the contracted timetable of notional amounts and according to the expected interest-rate curve (zero-coupon curve screen ICAPEURO) for the fixing and sett-lement periods.

The technique used in 2012 does not differ from that used in 2011.

In the case of options, the percentage of which at the Group is insignificant, intrinsic value is sepa-rated from time value, the latter of which is affected by volatilities and which has a direct impact on profit.

Changes in the fair value of derivative financial instruments may exert additional volatility on re-sults, owing to non-compensation because of the hedging against variations in the underlying. To limit this risk, and in light of the requirements under IAS 39, the Group has conducted prospective and retrospective effectiveness tests on instruments designated as hedges when they were initia-lly contracted.

The numeric measurement of effectiveness will indicate the degree to which the changes of value of the hedging instrument offset the changes in the value of the hedged risk.

In accordance with the degree of effectiveness, the valuation of hedges will be recognised in equity to the extent that they are effective, and the ineffective portion will be recognised in profit for the year.

With financing in which the underlying loan and the designated instrument contain identical cri-tical characteristics, variance reduction analyses have been conducted comparing the cumulative variance of the hedged instrument with the variance in the hedge relationship. For each rate-re-newal date, steps will be taken to ensure that the IRS notional amount does not exceed the outs-tanding principal on the loan. If the notional amount does exceed the outstanding principal, the hedge must be considered ineffective owing to over-hedging. The variations in the cash values of

Thousands of euros 31-dic-10 Movement 31-dic-11 Movement 31-dic-12

Hedging instruments (268,339) 9,958 (258,381) 32,910 (225,471)

Speculative instruments (104) 181 77 (77) 0

Sales options issued (Guadalmedina) 0 0 0 (11,950) (11,950)

(268,443) 10,139 (258,304) 20,883 (237,421)

Financial Asset Instruments 0 77 77 2,335 2,412

Financial Liability Instruments (268,443) 10,062 (258,381) 30,498 (227,883)

Sales options issued (Guadalmedina) 0 0 0 (11,950) (11,950)

(268,443) 10,139 (258,304) 20,883 (237,421)

the hedged instrument and of the hedging instrument will be calculated on each rate-renewal date.

• Effective hedge: when the ratio of the performance of the hedging instrument and the under-lying is between 80% and 125%. In these instances, the derivatives are recognised in equity.

• Ineffective hedge: the derivatives are recognised in the year’s profit.

When it is understood that a derivative may pose difficulties because its characteristics include terms that, a priori, cause a certain degree of ineffectiveness, such as step-up in the fixed rate, a mismatch in periods, Euribor benchmark or over-hedging, the hypothetical derivative is for-mulated in accordance with the characteristics of the hedged item. In addition, the change in its valuation is contrasted with the change in the valuation of the actual derivative. Both data series undergo a regression analysis below, and statistics accepted in the standard are obtained. First, the R2 correlation coefficient, which measures the degree of adjustment of the two variables and which should be between 80% and 100%; second, the slope of the regression line, which should be between 0.8 and 1.25. If the hedge is not 100% effective but it is between the limits, it may be considered as a hedge under IAS 39, but the degree of ineffectiveness produced directly on profit or loss for the year must be recognised.

For options regarding the sale of Guadalmedina, see Note 10.

The notional amount of derivative contracts entered into relates to the amount on which future settlement of the derivative is based and does not represent a risk assumed by the Group.

The amount corresponding to cash flow hedges was recognised in the Consolidated statement of comprehensive income for 2011 and 2012.

Given below is the net balance of the asset and liability derivatives entered into by the Group at year-end 2011 and 2012, the valuation yet to be recognised in profit or loss, that is, the total valuation minus the portion thereof considered ineffective that has been charged to profit or loss for the year, and a breakdown by maturity of the notional amounts:

* Positive amounts indicate notional increases while negative ones correspond to amortisations.

* Positive amounts indicate notional increases while negative ones correspond to amortisations.(1) The total valuation of derivative financial instruments accounted for as hedging amounts to 225,471 euros, 20,704 of them in the short term. As a result of the partial inefficiency that presented several hedges near to the close of the 2012 fiscal year, the amount yet to be charged is 222,799.000 euros. Of this amount, 18,033 will be charged in the short term in 2013

2011Thousands of euros Notional

DERIVATIVES Value Notional 2012 2013 2014 2015 2016 Subsequent

Interest rate hedges (248,228) 1,473,833 (290,655) (79,583) (85,397) (73,295) (115,797) (829,107)

- Cash flow hedges (248,228) 1,473,833 (290,655) (79,583) (85,397) (73,295) (115,797) (829,107)

2012Thousands of euros Notional

DERIVATIVES Value Notional 2013 2014 2015 2016 2017 Subsequent

Interest rate hedges (222,799) 1,305,985 (115,840) (102,465) (91,507) (143,763) (201,287) (651,122)

- Cash flow hedges (1) (220,684) 1,213,838 (112,578) (97,913) (85,932) (136,861) (193,077) (587,476)

- Fair value hedges (1) (2,115) 92,147 (3,262) (4,552) (5,575) (6,902) (8,210) (63,646)

(11,950) 0 0 0 0 0 0 0

130 131


Statement

The valuations yet to be recognised in profit or loss are given below. In 2011, a portion equivalent to 10,076,000 euros has been included in the year’s profit, which leaves 248,228,000 euros pen-ding, whereas in 2012, as indicated previously, a portion equivalent to 2,672,000 euros has now been included in the year’s profit, which leaves 234,749,000 euros pending:

For financial instruments measured at fair value, the Group uses the following three-level hierar-chy, based on the reliability of the variables used to carry out the measurements:

• Level 1: trading price (unadjusted) on active markets for identical assets and liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

• Level 3: variables that are not based on observable market data (non-observable variables).


2012 (16,148)

2013 (63,959)

2014 (39,862)

2015 (31,487)

2016 (24,102)

2017 and after (72,670)

TOTAL (248,228)


Level 1 Level 2 Level 3

Financial assets valued as fair value 0 77 324,809

0 77 324,809

Financial liabilities valued as fair value

Hedge derivatives 0 258,381 0

Negotiation derivatives 0 0 0

0 258,381 0


Level 1 Level 2 Level 3

Financial assets valued as fair value 0 2,412 209,907

0 2,412 209,907

Financial liabilities valued as fair value

Hedge derivatives 0 239,833 0

Negotiation derivatives 0 0 0

0 239,833 0


2013 (18,033)

2014 (54,166)

2015 (37,995)

2016 (32,931)

2017 (30,231)

2018 and after (61,394)

TOTAL (234,749)

“Trade payables” mainly relates to balances from the Construction and Services divisions, which contributed 866,890 thousands euros and 203,767 thousands euros, respectively (859,615 thou-sands euros and 167,306 thousands euros in 2011, respectively). Of the construction balance at December 31 2012 and 2011, 434,425 thousands euros and 399,965 thousands euros, respecti-vely, was owed by Sacyr Construcción, S.A.U. and was accrued in the normal course of its business.

“Other tax liabilities” at 31.12.12 and 2011 related mainly to VAT owed by the Group.

In 2011 and 2012, financial assets at fair value mainly consisted of the Group’s remaining interest in Itínere Infrastructuras, S.A., as is indicated in Note 4.

In 2011 and 2012, there were no significant transfers between levels in the fair-value hierarchy.

25 Trade debtors and other accounts receivable

The detail of Group “Trade debtors and other accounts receivable” for 2011 and 2012, are as follows:


Advances received on orders 556,297 507,940

Certified work awaiting execution 259,952 347,187

Debt from purchases or services provided 1,246,955 1,451,700

Debts payable 287,720 504,045

SUPPLIERS 2,350,924 2,810,872

Debts payable 6,101 1,925

Other debts 171,222 278,941

Deposits and Guarantees received s/t 830 867

OTHER ACCOUNTS PAYABLE 178,153 281,733

PERSONNEL 29,867 26,040

LIABILITIES AND OTHER TAXES 110,242 178,934

LIABILITIES INCOME TAX 7,094 7,375

TOTAL 2,676,280 3,304,954

132 133


Statement

25.1 Disclosures on late payments to third parties. Third additional provision “Disclosure requirements of Law 15/2010 of 5 july”

The breakdown at December 31 2011 was as follows:

26 Risk management policy

Financial risk management policy and the instruments contracted to implement the policies are in large part determined by specific legislation and standards governing the sectors in which the Group operates and by the circumstances prevailing on the financial markets.

Sacyr Vallehermoso Group is exposed to a series of risks, which are analysed either as a whole or individually for each of the Group’s business areas depending on the nature of the risk.

The breakdown at 31.12.12 was as follows:

PAYMENTS MADE IN THE FINANCIAL YEAR Weighted Average Period Exceeded (PMPE) for pay-ments (days)

Postponements at the reporting date that exceed maximum legal limitThousands of euros

Within the maximum legal period Rest

TOTAL PAYMENTS MADE IN THE FINANCIAL YEAR

Sacyr Vallehermoso Group 1,302,697 145,424 1,448,121 121 8,266

PAYMENTS MADE IN THE FINANCIAL YEAR Weighted Average Period Exceeded (PMPE) for pay-ments (days)

Postponements at the reporting date that exceed maximum legal limitThousands of euros

Within the maximum legal period Rest

TOTAL PAYMENTS MADE IN THE FINANCIAL YEAR

Sacyr Vallehermoso Group 1,131,195 75,044 1,206,239 89 6,858

26.1 Credit risk

Credit risk is the risk that a counterparty could breach its contractual obligations, causing finan-cial losses for the other party.

Before entering into a contract, the Group always carries out a credit check which includes a solvency analysis. During the life of its contracts it monitors its receivables on an ongoing basis, reviewing recoverable amounts and recognising impairments if necessary.

Customer concentration risk is mitigated by the Group’s diverse customer base, 68% of which is backed by public sector bodies (central government, regional and local governments, and public sector companies), as explained in Note 17.

The breakdown of credit risk by business area is as follows:

• Rental property: credit risk from the Group’s ordinary operations is virtually zero or immate-rial, mainly because leases with tenants or other lessees require rents to be paid in advance and stipulate legal financial and other guarantees on signing and renewing the rental agree-ments, which cover the Company against defaults.

Average collection periods (in days) for customers for sales and services rendered, based on the statements of financial period at the reporting date 2011 and 2012, were as follows:

Credit risk is further mitigated by the diverse range of products in which the Group invests, giving it a wide range of customer types.

• Infrastructure concessions: credit risk is modest as revenues are largely derived from na-tional, regional and local tiers of government in Spain and other countries where the Group operates (see Note 17). These administrative authorities have been settling their debts on a regular basis. Average collection periods have been lengthening recently, giving rise to increa-sed working capital requirements, although these receivables are acknowledged and covered by the contractual relationship enshrined in the various service and concession agreements. In transport infrastructure, road tolls are paid in cash eliminating credit risk on a large part of the division’s revenue.

At the year end, no significant financial assets were in default or impaired. Nor had any guarantees been accepted against payment.


Clients sales and services (net of VAT) 11,432 9,099

Revenue 251,627 250,902

Average payment period (No. days) 17 13

134 135


Statement

• Services: During 2012, the government launched a financing mechanism for payment to pro-viders of Local and regional governments in order for territorial entities to address unpaid bills. The regulatory framework is composed of: Royal Decree Law 4/2012 of February 24, which identifies the reporting requirements and procedures for establishing the financing me-chanism for payments to suppliers and Royal Decree Law 7/2012 of March 9, which was crea-ted the Fund this financing. As a result of these activities, Valoriza has billed the government 250 million euros.

Credit risk in the Services division is analysed individually for the Group’s different businesses. The different types of service customer are detailed in Note 17. Valoriza (Services) has four core businesses.

Energy

Within the Valoriza Energía Group, credit risk is virtually null, given that since the publication of Royal Decree 661/2007 in the Official State Gazette (B.O.E.) of May 25 2007, all energy companies must sell energy at the market price established by this decree. The selling price is guaranteed by the Royal Decree for 25 years.

The main customers in this business are the electricity market operator OMEL and CNE. Both OMEL and CNE are public organisations in charge of overseeing the sale of electricity in Spain.

Environment

Credit risk can be considered minimal as the counterparties for the Group’s receivables break down as follows:

- Public sector Clients: 97.4% (98.4% en 2011). - Private sector Clients: 2.6 % (1.6% en 2011).

Nearly 90% of public sector customers are city councils, with the central or regional gover-nment making up the remainder. Credit risk is practically null. This is because, although pu-blic sector customers are not always prompt in meeting contractual payment conditions and delays do occur, public administrations are not insolvent. In addition, any delays or defaults are compensated with late-payment interest calculated in accordance with the law governing public administration contracts (Ley de Contratos con las Administraciones Públicas).

Naturally, the balance corresponding to Group companies (temporary joint ventures, inves-tees, and other companies of Grupo Sacyr Vallehermoso) poses no risk.

Private customers with payables aged over six months do not post major problems of insol-vency, as credit reports are required before most contracts are signed. At the end of each year, provisions for doubtful debts are recorded for private customer balances aged over six mon-ths. Balances in recent years have not been particularly significant.

Water

A total of 37% of customers (44% in 2011) in the water distribution business are public, while 63% (66% en 2011)are private.

All public customers are either Spanish central administration or regional administration en-tities. Credit risk is practically null and any delays or defaults are compensated with late-pay-ment interest under the law governing public administration contracts.

Provisions are recorded at year-end for payables of private customers aged over six months. Other private customers do not show any major problems of insolvency, as credit reports are required before most contracts are signed. Balances in recent years have not been particularly significant.

The drinking water distribution business is not exposed to specific credit risk, as supply is associated with the ability to collection payment on bills. Experience in this business indicates a default rate of below 2% (the same as in 2011).

Multi-services

Credit risk is minimal given that 88% (81% in 2011) of average balances payable to the Com-pany are from the public sector customers, and 12% (19% in 2011) from private customers. The Company’s structure will continue to emphasize a larger percentage of public sector cus-tomers in its client base. In the private sector, tougher contracting conditions and proactive collection management leave a minimal level of risk.

At Valoriza Conservación e Infraestructuras, collection rights are largely guaranteed due to the nature of the debtor: given that Public institutions and the central and local governments represent 42% of the total, with Group companies making up the remaining 58%.

The credit risk at Cafestore is low, as payments are received in cash at the time of the sale or provision of the service.

• Construction: credit risk in the Construction division is analysed for each type of customer (see Note 17):

- Public sector with good credit ratings: public institutions, regional governments and local councils.

In 2010 and 2011 average collection periods lengthening, giving rise to increased working capital requirements. During 2012, the government launched a financing mechanism for pay-ment to providers of Local and regional governments in order for territorial entities to address unpaid bills. The regulatory framework is composed of: Royal Decree Law 4/2012 of February 24, which identifies the reporting requirements and procedures for establishing the financing mechanism for payments to suppliers and Royal Decree Law 7/2012 of March 9, which was created the Fund this financing. As a result of these activities, Sacyr Construcción has billed the government 122 million euros.

- Private sector Clients. Private customers: To mitigate risks of default, the Group carries out risk management procedures before awarding contracts based on studies of customer solvency. The financial and legal departments continuously monitor this risk throughout project execution in order to control collections; the average collection period is 123 days.

At year end, no significant financial assets were in default or impaired. Nor had any guarantees been accepted against payment.

136 137


Statement

• Residential development: The residential development business has suffered the most from the decline in demand, but this does not make it the most exposed to credit risk.

To mitigate credit risk in the development business, the Group looks at the breakdown of the companies’ revenue by business and customer type.

Revenue for this division in 2012 breaks down as follows:

- Sale of housing units: 69.3% (2011: 95.5%) - Sale of land and provision of services: 30.7% (2011: 4.5%%)

To study credit risk, it is necessary to understand the mechanics of the house sale process; the client pays between 10% and 20 % in advance, prior to handover, and at the time of handing over the housing, the client pays 100% in cash and subrogation in the mortgage loan, so that there is no credit risk.

In terms of land sale, the Group usually accepts cash sales or endorsed transactions. In case of forward sales, in most cases the payment guarantee is covered with guaranteed promissory notes or with cancellation clauses that allow the land to be repossessed in the event of de-fault. In this case, when there are doubts about payment it will be covered by the operating margin if there are land repossession guarantees and if not, the entirety will be provisioned. If the conditions of the sale are outside of the general norms, they must be approved by senior management.

In addition, on March 10 2012 Royal Decree-Law 7/2012 was published, creating the Fund to Finance Payments to Suppliers. This law regulates the conditions for carrying out operations to meet to outstanding obligations of local entities and of regional administration entities that have resorted to the special financing mechanism for the payment of suppliers. This will allow the Group to collect various payments that had been postponed by different public entities.

26.2 Liquidity risk

The Group draws up annual cash budgets and monthly forecasts (with breakdowns and daily updates) to manage its liquidity risk and meet its funding needs. Liquidity risk derives from net working capital requirements, from investments based on business plans that require additional financing and from refinancing of short-term borrowings. However, all these risks are mitigated by the following factors: (i) the recurrent cash flow generation by the Group’s core businesses; (ii) new financing obtained on the basis of long-term business plans and the quality of the Group’s assets; and (iii) the Group’s ability to sell assets.

As of December 31 2012, the Sacyr Vallehermoso Group established a negative working capital. This is due primarily to financial debt maturity of Testa in March and April of 2013, amounting to 437,500,000 and 110,000,000 euros, respectively, and related to investments held by the Group in Paris (France) and Miami (USA). These are long-term revenue generating assets, guaranteeing these debts. On this basis, the Directors of the Parent Company consider that refinancing the ma-turity of the aforementioned borrowings would result satisfactorily during the first half of 2013.

Excluding both effects, the working capital of the Group would be positive.

Obtaining new external financing lines, either from banks or by issuing securities, based on the long term business plans of the company, has been a natural vehicle for achieving liquidity, through which, in times of worsening and the tightening of credit as well as the fragility of a sin-gle currency, creates significant uncertainty about the usual fundraising standards by businesses. Fiscal measures in the eurozone will define injection mechanisms, which are expected to stabi-lise markets and enable them to continue with the adjustment and recapitalization processes needed from economic agents

Liquidity risk in each of Sacyr Vallehermoso’s business areas is as follows:

• Rental property: given the sector in which the Testa Group operates, the investments that it makes, the financing that it obtains to make these investments, the EBITDA it generates and the occupancy rates of its buildings, liquidity risk is virtually null and in some cases the Group is cash-positive. Short-term cash surpluses are invested in highly-liquid and risk-free deposits. The Group is not considering the option of acquiring equity options or futures or any other high-risk deposit as a means of investing its short-term cash surpluses.

Investments in buildings are partly financed using resources generated by the Group and partly through non-current loans (7-15 years). These investments generate sufficient cash flow to meet operating costs, service debt (payment of interest and principal), pay the Group’s overheads and remunerate equity.

The ratio of net debt to the fair value of assets in 2011 and 2012 was as follows:

The change in the loan-to-value ratio was mainly due to the increase in cash and equivalents, which more than offset the decline in the value of Group assets.

The average total occupancy rate for all buildings in 2012 and 2011, in terms of the number of square metres occupied, was 92.2% and 95.5%, respectively. In terms of revenue generation, it was 96.7% and 98.4%.


Financial debt 2,414,712 2,540,584

Liability financial instruments 17,229 13,822

Current financial investments (16,616) (1,546)

Cash and other equivalents (135,062) (126,830)

NET FINANCIAL DEBT 2,280,263 2,426,030

ASSET VALUATIONS 3,878,529 4,073,175

LOAN TO VALUE 58.79% 59.56%

138 139


Statement

• Infrastructure concessions: liquidity risk is low at the concessionaires that make up Sacyr Concesiones, due to the nature and characteristics of the businesses’ collections and pay-ments structure, EBITDA, project financing, toll systems and clearly defined, systematic invest-ment upgrade programmes. Consequently, the concessionaires do not require credit facilities. Nevertheless, the Parent company of the Sacyr Concesiones Group has assigned working ca-pital credit facilities to cover possible timing differences causing gaps in cash flow at its sub-sidiaries and to meet any unexpected demands for capital for projects underway or in newly awarded concessions.

The financing structure, financing products, hedging arrangements, guarantees and the most appropriate financing instruments are selected on the basis of the nature and extent of the risks inherent to each project, with a view to eliminating or mitigating the risks to the extent possible, without losing sight of the risk/reward trade-off. Financing tends to take the form of structured project financing where the lender assumes substantially all the transaction risks in exchange for the receipt of guarantees, so that the financing is non-recourse to the developers and shareholders.

Note 22 provides a detailed breakdown of the maturities of the liabilities with lending institutions.

Notes 2, 10 and 21 indicate several financial options with minority shareholders and financial entities.

• Services: liquidity risk in services is analysed individually for the Group’s different businesses.

Energy

The financing structure, financing products, hedging arrangements, guarantees and the most appropriate financing instruments are selected on the basis of the nature and extent of the risks inherent to each project, with a view to eliminating or mitigating the risks to the extent possible, without losing sight of the risk/reward trade-off. Financing tends to take the form of structured project financing where the lender assumes substantially all the transaction risks in exchange for the receipt of guarantees, so that the financing is non-re-course to the developers and shareholders.

Environment

The Company’s business requires hefty investment at the beginning of the concessions, in-cluding machinery, containers, treatment plants, purifiers and other items of property, plant and equipment. These investments are recovered over the concession period in accordance with repayments and financing, at interest rates that are considerably above the Company’s cost of capital.

To finance these investments, the Group structures debt so as to allow the project to finan-ce the initial requirements, through project financing for the contracts entailing the largest investments (Los Hornillos MSW treatment plants, Butarque Thermal Drying Plant, Maresme Incinerator) or by lease lines to finance the acquisition of machinery and equipment, which are paid with the cash generated by the project.

EBITDA of the businesses ensures that liquidity risk is low, as the various projects are finan-ced with the cash flow they generate.

Regarding working capital, public sector clients are legally solvent, even though they may on occasion be very slow to pay generating short-term cash requirements. To meet these needs, the Company has its own credit lines, currently 97% drawn down (36% in 2011). Credit terms offered to customers can be traded via factoring lines or by discounting cons-

truction certificates. In the event that a risk were to arise because the Company was unable to secure sufficient credit lines, it could trade the certificates and use with-recourse facto-ring lines already contracted.

Furthermore, with Royal Decree Law 4/2012, as expected, in 2012 more than 184 million euros in overdue bills was collected, causing a substantial reduction in receivables; hence, the liquidity risk.

In addition, the business has the financial backing of its controlling shareholder in order to deal with any liquidity risk that might arise.

Water

The Group estimates that there is no liquidity risk in this business as investments are finan-ced with the cash flow generated by projects.

Multiservices

The multi-services business has sufficient credit facilities to meet its payment obligations. It can also resort to debt factoring as most of its contracts are with public entities.

Valoriza Conservación e Infraestructuras has not had any problems in raising financing. The breakdown of its financial liabilities is as follows:

- Credit policies: 20 % - Financial Leasing: 16 % - Government subsidised loans: 64 %

Cafestore has no liquidity risk as it has bank loans and receives financing from the Sacyr Vallehermoso Group.

• Construction: the Group has adequate liquidity to cover its forecast short-term obligations by arranging credit facilities with banks and short-term financial investments. Nevertheless, particularly as a result of current market volatility, lenders are being affected by liquidity ten-sions, which occasionally affects the renewal of loans. Details of the credit facilities arranged, by amounts drawn down and undrawn at year end, are given in the corresponding note to the financial statements.

Short-term cash surpluses are occasionally invested in highly liquid short-term risk-free de-posits, provided this is in line with the best financial management practice. The Group is not considering the option of acquiring equity options or futures or any other high-risk deposit as a means of investing its short-term cash surpluses.

• Residential development: to mitigate liquidity risk in the development business, the Group analyses the financing structure.

Land purchases are financed through bilateral loans with corporate guarantees. As agreed with the financial institutions, these loans become mortgage loans when the building permit is ob-tained. This takes place prior to commencement of development of the homes, i.e., before the investment is made.

In view of the tightening of credit conditions for residential development, maturities of bi-lateral facilities backed by corporate guarantees are being renewed through mortgage loans secured by the land being financed.

140 141


Statement

The mortgage loans cover the entire investment. The first drawdown pays off the bilateral loan, with the lender reallocating the funds to the long-term financing of the development, which takes place in two stages.

The mortgage loans granted to the developer are not repaid with the cash flow generated in the business, but rather upon sale of the property via assumption of the loans by the buyer. Therefore, the debt/EBITDA ratio is not applicable to this business.

To reduce liquidity risk, the Parent Group has tightened its criteria and requires stricter pre-contract levels before undertaking new developments.

On 5 August 2010, the parent Group successfully refinanced its debt, reaching bilateral agreements with its banks and savings banks, freezing interests service and principal payments in exchange for the provision of additional collateral to the lenders, and rese-tting applicable interest rates to prevailing market rates. The amount of debt refinanced under these agreements totalled 1,430 million euros, of which 1,206 million euros had been drawn down and had not been repaid at December 31 2010. Generally speaking, the agreements reached push back the term of the debt associated with finished housing by three years. The maturities on the remaining debt have been moved back by five years, extendable to eight. Therefore, the first maturity of the previously mentioned financing agreement shall occur in the third quarter of 2013. The company is reaching agreements with financial institutions to adjust the listing prices of homes at current market conditions. Based on these agreements, and their quality, the company estimates they can be sold prior to the maturity of the debt, or if the directors of the Company consider that the refinancing of the maturity of the financial liabilities will occur satisfactorily throughout 2013.

In addition, under the framework of the refinancing agreement, in 2010 the Group raised a further 219 million euros, giving it sufficient liquidity to fund the division’s operating requirements and all projects in progress for the next five years.

26.3. Market risk

Interest rate risks: to ensure a balanced financing structure and reduce the exposure of its bu-sinesses to the risk of interest-rate fluctuations, the Group needs to have a reasonable balance between loans that have variable rates and loans that have fixed rates, either because they are inherently fixed-rate loans or because they are insured with derivative financial instrument.

The underlying borrowings that require the greatest degree of hedging against interest-rate fluc-tuations are project financing loans and those associated with specific assets, because of their greater exposure to risk, the longer terms involved and the strong correlation with the cash flows from the investments that have been made.

As the timing and terms of these derivatives are designed to match the features of the underlying borrowings, their maturity is the same or slightly earlier than that of the debt they hedge, and the outstanding notional underlying is equal to or slightly lower than the outstanding principal hedged.

Of Sacyr Vallehermoso Group’s interest-bearing borrowings at December 31 2012, 16% is refe-renced to a fixed rate(18.32 % en 2011). Subsequent to year end, in January 2013, the instru-ment used to hedge the loan associated with the participation in Repsol was purchased, which increases the Group’s fixed or secured debt percentage at 32%.

The structure of Group borrowings at December 31 2011 and December 31 2012, with a distinc-tion being drawn between fixed-rate and hedged-rate borrowings-and taking into consideration hedging arrangements--as well as variable-rate borrowings, is as follows:

The interest rate risk has been mitigated using derivative instruments, almost entirely inte-rest rate swap contracts. CAPs and Collars are kept in the portfolio as a non-representative percentage.

The generic benchmark interest rate for variable-rate loans is the Euribor. About 16% of a 100 basis point change in this index is mitigated by the effect of interest-rate hedges.

To gauge this impact, net finance expense having a tax effect is recalculated, assuming that the average tax rate is 30% and that the outstanding balances of borrowings would accrue interest as a result of upward or downward changes of 100 basis points. The same procedure is used with derivatives: Taking into account the outstanding notionals, the impact of such a change on their variable portion is simulated. The aggregate of the two financial settlements indicates the impact on income and therefore on equity.

2012 2011

Thousands of euros Amount % Amount %

Debt at fixed or hedged interest rate 1,498,688 15.99% 1,755,025 18.32%

Debt at variable interest rate 7,874,910 84.01% 7,825,116 81.68%

TOTAL 9,373,598 100.00% 9,580,141 100.00%

142 143


Statement

In 2012 a sensitivity analysis is not carried out due to lower rates as Euribor references 3 and 6 months, used in the majority of loans and derivatives, which were below 1%; a simulation ma-king no sense. The market valuations of derivatives recognised at year-end would vary as a result of a +/- 100 basis point shift in expected Euribor curves. The new current value of the derivative portfolio, still that the tax rate is 30% and that the remaining contractual conditions are maintained, would have an impact on the Group’s equity.

The sensitivity of profit and equity to interest rates, when the analysis is conducted with outstan-ding balances on borrowings at December 31, is as follows:

Exchange rate risks: the Group’s international operations, and specifically its foreign currency denominated transactions, expose it to exchange rate risk. However this exposure was not sig-nificant at the December 2011 and 2012 close. The bulk of foreign investment, apart from other euro zone countries, is in Chile and Panama, both countries characterised by a high degree of economic, political and social stability.

Within this category, it is worth highlighting the impact of currency fluctuations on the transla-tion of the financial statements of foreign entities whose functional currency is not the euro: cor-porate policy is to mitigate this risk by means of natural hedging, namely by purchasing materials and contracting services in the currency in which the cash flows are generated.

That said, the Group’s rapid geographic expansion in recent years means that in the future it may encounter situations that give rise to exchange rate risk. Under such circumstances, it will consider how this risk can best be minimised through the use of hedging instruments under the umbrella of conservative corporate policy.

The Group is not presenting an exchange rate sensitivity analysis as this risk is not deemed ma-terial at December 31 2011.

Slowdown in the real estate sector: The tightening of credit conditions for loans, by Spanish financial institutions, has led to a liquidity crisis, which, coupled with the economic downturn experienced in our country, has caused a sharp slowdown in housing sales during the year. Ne-vertheless, Vallehermoso Group is demonstrating its ability to adapt to this new situation by ma-naging its assets and launching products and promotions in line with customers’ changing needs.


Financial cost at current fixed rate (Co) * 343,428 422,932

(Co)+1% (Co)-1% (Co)+1% (Co)-1%

Financial cost at average cost +100 pb / -100 pb 423,781 n/s 500,712 345,153

Change in profits: (56,247) 0 (54,445) 54,446

Change in equity: (2,778) 0 26,108 (35,877)

* The result is an estimate of the debt at its average interest rate at December 31 It is not an actual figure from the income statement.

Risk to valuations of financial instruments: the main investment in financial instruments held for sale is the remaining holding in Itínere Infraestructuras, S.A., which was measured at fair value without deducting potential costs to sell. At December 31 2012, its fair value per share amoun-ted to 2.83 euros, (5.2 euros en 2011), as indicated in Note 4.

The Group manages this valuation risk by analysing market value and transactions.

Risk to demand for concession projects: the main source of revenue in the motorway concessions business is the tolls collected by the concessionaire companies, which depend on the number of vehicles using the toll roads and the capacity of the motorways to absorb traffic. Daily traffic volu-mes and toll revenue depend, in turn, on a number of factors, including the quality, convenience and duration of travel by alternative, toll-free roads or on other toll roads not run by the Group, the quality and upkeep of the motorways of the Group’s concessions, the economic scenario and the price of fuel. Volumes can also be affected by natural disasters such as earthquakes and forest fires, weather conditions in the countries where the Group operates, environmental laws (inclu-ding pollution-control measures restricting motor-vehicle use), and the viability and existence of alternative means of transport, such as planes, trains, buses or other public-transport services. The Group has measured the recoverability of the investment by continuously reviewing its valuation models in light of traffic flow and the economic growth outlook for the market where each conces-sion operates.

Of the Group’s other concessions, the drinking water distribution business is not exposed to speci-fic credit risk, as supply is associated with the collection of the tariff.

Risk of business expansion to other countries: the Group plans to continue expanding its bu-siness in other countries, seeing this as a way to raise growth and profitability. However, prior to making any foreign investment, the Group conducts an exhaustive on-site suitability analysis, which can take several years. Nonetheless, any expansion into new geographic regions carries some risk as it involves working in markets in which the Group does not have the same degree of experience as it has in its current markets.

Other risks to which the Group is exposed are:

- Risks for damages incurred in the construction and maintenance of infrastructures.

- Risks related to the prediction of occupational risks.

- Property loss risks.

The Group has implemented control systems to adequately identify, quantify, evaluate and re-medy all of these risks, so as to minimise or eliminate the consequences. The Group also takes out and renews insurance policies to cover these risks, among others.

Regulatory risk: the Group seeks to serve society in all its business areas by applying a sustai-nable and profitable business model that adds value for all stakeholders through innovation, technological progress and excellence in delivery.

To this end, the Group has drawn up the Corporate Responsibility Master Plan which lays down guidelines on each unit’s commitments to employees and the environment.

The Group invests appropriate resources to ensure that the Plan guidelines are met, and is constantly extending the scope of certifications, the number of audits, environmental quali-ty management systems and initiatives to improve energy efficiency and manage emissions, waste and spills.

144 145


Statement

In the energy area, Royal Decree 15/2012 was published December 27 2012, regarding fiscal measures for energy sustainability, establishing a tax on the value of the electricity production of 7% and amending Law 38/1992 of December 28 on Excise Taxes.

26.4 Capital management policy

The principal aim of the Group’s capital management policy is to ensure that the financial struc-ture complies with prevailing standards in the countries in which the Group operates.

The policy also aims to maintain stable credit ratios and maximise shareholder value.

The Group’s gearing at the reporting date 2011 and 2012 is as follows:


Gross debt 9,373,598 9,580,140

Cash (625,337) (584,420)

STI (104,805) (164,974)

Net financial debt 8,643,456 8,830,746

Net Equity 1,476,156 2,548,281

Net Equity + Net Debt 10,119,612 11,379,027

Leveraging ratio 85.41% 77.61%

Net Equity / Net Debt 5.9 3.5

27 Net Turnover

The breakdown of net turnover from the Group’s ordinary activities in 2011 and 2012, by division and geographic market, is as follows:

(*) As indicated in Note 3 the separate consolidated income statement at December 31 2011 has been reexpressed.

Financial year 2011Thousands of euros Holding

Sacyr Group

Concessions Group

Valoriza Group

Vallehermoso Group

Testa Group

Somague Group

TOTAL(Reexpressed)*

Spain 36,153 1,224,206 196,085 814,144 174,213 207,398 29,620 2,681,819

Portugal 0 0 146,914 74,947 5,393 0 374,721 601,975

Ireland 0 (14,302) 18,121 0 0 0 13,596 17,415

Angola 0 0 0 0 0 0 240,534 240,534

Italy 0 242,272 0 0 0 0 0 242,272

Costa Rica 0 5,025 14,758 0 0 0 0 19,783

Algeria 0 0 0 4,688 0 0 0 4,688

France 0 0 0 0 0 30,851 0 30,851

Cape Verde 0 0 0 0 0 0 37,258 37,258

Australia 0 0 0 73,724 0 0 0 73,724

USA 0 0 0 0 0 12,652 0 12,652

Brazil 0 0 0 8,154 0 0 0 8,154

Panama 0 182,702 0 0 0 0 0 182,702

Other Markets 0 2,779 0 0 0 0 0 2,779

Israel 0 0 0 10,459 0 0 0 10,459

Chile 0 100,369 68,164 0 0 0 0 168,533

TOTAL 36,153 1,743,051 444,042 986,116 179,606 250,901 695,729 4,335,598

Consolidation adjustments (36,068) 5,443 (426,795) (52,149) (19) (5,500) (264) (515,352)

CONTINUING ACTIVITIES 85 1,748,494 17,247 933,967 179,587 245,401 695,465 3,820,246

DISCONTINUED ACTIVITIES 0 0 129,184 0 0 0 0 129,184

146 147


Statement

Financial year 2012Thousands of euros Holding

Sacyr Group

Concessions Group

Valoriza Group

Vallehermoso Group

Testa Group

Somague Group TOTAL

Spain 51,536 917,591 87,384 821,771 186,182 208,789 24,934 2,298,187

Portugal 0 0 72,881 73,288 3,703 0 152,805 302,677

Ireland 0 (126) 18,214 0 0 0 4,582 22,670

Angola 0 0 0 0 0 0 310,171 310,171

Italy 0 147,812 0 0 0 0 0 147,812

Costa Rica 0 640 14,683 0 0 0 0 15,323

Algeria 0 0 0 12,020 0 0 0 12,020

France 0 0 0 0 0 30,913 0 30,913

Cape Verde 0 0 0 0 0 0 21,970 21,970

Australia 0 0 0 94,961 0 0 0 94,961

USA 0 0 0 0 0 11,925 0 11,925

Brazil 0 0 0 7,700 0 0 2,692 10,392

Panama 0 311,124 0 0 0 0 0 311,124

Libia 0 2,763 0 0 0 0 0 2,763

Bolivia 0 0 0 3,348 0 0 0 3,348

Israel 0 0 0 80,851 0 0 0 80,851

Chile 0 78,567 74,051 13,214 0 0 0 165,832

TOTAL 51,536 1,458,371 267,213 1,107,153 189,885 251,627 517,154 3,842,939

Consolidation adjustments (51,536) (11,410) (120,943) (39,268) (25) (5,479) (545) (229,206)

CONTINUING ACTIVITIES 0 1,446,961 146,270 1,067,885 189,860 246,148 516,609 3,613,733

DISCONTINUED ACTIVITIES 0 0 31,239 0 0 0 0 31,239

The Group recorded participation in Grupo Unidos por el Canal, S.A., which is the company res-ponsible for the construction of the third set of locks of the Panama Canal, based on the Group’s accounting principles, which consist of recognising income based on the degree of progress of work, taking into consideration any claims made by the company, as well as the degree of cer-tainty evaluated.

The budget approved by Grupo Unidos por el Canal S.A. at the end of 2012 includes income for claims totalling 665,722 thousand dollars, These claims are in the resolution process as establi-shed in the contract between the Company and the Panama Canal Authority (PCA). The resolution process includes the assessment by an independent expert. At the date of preparation of these consolidated annual accounts, the DAB (Dispute Adjudication Board) has come to and issued a decision on several of these claims. The Administrators estimate that the process will be solved satisfactorily for the Group.

The Panama Canal Authority has made advance payments to Grupo Unidos por el Canal, S.A. totaling 780,551 thousand dollars, of which 600 million dollars cover two advance payments established in the contract (“Mobilization Security” and Plant Security”. The remainder (180.5 million dollars) covers a series of modifications signed by the PCA for adjustments in steel pri-ces, key suppliers and specific suppliers. These advance payments are accrued according to the percentage of certificates issued, as per the procedure established in the contract. At the end of 2012, 718.37 million dollars were pending accrual.

During 2011 and 2012 there were no transactions with companies of the Group or joint ventures excluded from the scope of consolidation. Transactions with companies accounted using the equity method correspond to the revenue of various companies within the Sacyr Vallehermoso Group in operations with the following companies:

Thousands of Euro 2012 2011

Repsol, S.A. 91,243 59,874

Autopista del Guadalmedina Concesionaria Española, S.A. 21,727 121,802

Soleval Renovables, S.L. 294 3,161

Eurolink, S.C.P.A. 170 204

Itínere Infrestructuras, S.A. 0 719

Sacyr Construction, S.A.U. Transactions 113,434 185,760

Itínere Infrestructuras, S.A. 8,504 8,348

Transactions by Valoriza Conservación de Infraestructuras, S.A 8,504 8,348

Sociedad Hospital Majadahonda Explotaciones, S.A. 5,931 5,502

Repsol, S.A. 467 0

Itinere Infrestructuras, S.A. 104 101

Transactions by Valoriza Facilities, S.A. 6,502 5,603

Autopista del Guadalmedina Concesionaria Española, S.A. 3,833 21,483

Transactions by Cavosa Obras y Proyectos, S.A. 3,833 21,483

Soleval Renovables, S.L. 2,209 12,808

Solucia Renovables, S.L. 746 354

Transactions by Sacyr Industrial, S.L.U. 2,955 13,162

Repsol, S.A. 838 1,002

Transactions by Neopistas, S.A.U. 838 1,002

Repsol, S.A. 422 584

Sociedad Hospital de Majadahonda, S.A. 392 383

Transactions by Cafestore, S.A.U. 814 967

Tenemetro, S.L. 327 0

Autopista del Guadalmedina Concesionaria Española, S.A. 2 6,034

Transactions by Sacyr Concesiones, S.L. 329 6,034

Soleval Renovables, S.L. 294 3,161

Autopista del Guadalmedina Concesionaria Española, S.A. 0 3

Transactions by Prinur, S.A.U. 294 3,164

Soleval Renovables, S.L. 29 0

Repsol, S.A. 0 4,699

Transactions by Sociedad Anónima de Depuración y Tratamientos, S.A. 29 4,699

Biomeruelo de Energía, S.A. 4 32

Transactions by Eurocomercial, S.A.U. 4 32

Itínere Infrestructuras, S.A. 0 180

Transactions by Obras y Servicios de Galicia y Asturias, S.A. 0 180

Repsol, S.A. 0 115

Transactions by Testa Residencial S.L.U. 0 115

Repsol, S.A. 0 4

Transactions by Valoriza Servicios Medioambientales, S.A. 0 4

Soleval Renovables, S.L. 0 1

Transactions by Extragol, S.L. 0 1

148 149


Statement

Disclosures of contracts in progress at the reporting date required by IAS 11 Construction Con-tracts are given in the table below: including aggregate costs incurred and profit recognised (less losses recognised), the amount of advances received and the amount of withholdings:

28 Supplies

The breakdown of “Supplies” in 2011 and 2012, by item and business area, is as follows:


Cumulative revenue from ongoing contracts at the reporting date 6,624,417 6,216,915

Ongoing contracts at the reporting date

Cumulative amount of incurred costs (6,181,624) (5,821,796)

Cumulative amount of recognised profits 442,792 395,118

Advances received 556,296 507,940

Withholdings 61,908 71,138

Net executed work awaiting certification 248,416 (12,764)

Advancement of certifications 259,952 347,187


Sacyr 860,836 1,312,403

Valoriza 471,388 400,922

Somague 97,086 114,551

Vallehermoso 38,460 11,440

Concessions 1,828 4,073

Others and adjustments 71,501 (25,899)

TOTAL 1,541,099 1,817,490

(*) As indicated in Note 3 the separate consolidated income statement at December 31 2011 has been reexpressed.

29 Other operating costs

“Other operating expenses” in 2011 and 2012, by item and business area, is as follows:

The Group has no significant payments to make under operating leases in the next five years.


Consumption of commercial inventories 322,883 151,720

Consumption of materials and other consumables 522,336 571,641

Other external expenses 695,880 1,094,129

TOTAL 1,541,099 1,817,490

Thousands of euros 2012 2011 (Reexpresed)*

External services 515,067 774,643

Taxes other than income tax 60,183 59,366

Other operating costs 92,296 43,731

TOTAL 667,546 877,740

150 151


Statement

30 Gain (loss) on disposal of assets

In 2011, loss on the disposal of assets mainly consisted of the loss on the sale of 10% of Repsol, S.A.; The calculation is as follows:

31 Finance income and costs

The breakdown of finance income and costs in 2012 and 2011 is as follows:

There were no movements for this heading in 2012.

SALE OF 10% IN REPSOL IMPACT ON RESULTS

Sale price (€/share) 21.066

Purchase price (€/share) 26.712

Value of stake (€/share) 29.533

No. shares sold 122,086,346

Pre-tax profit (thousand €) (1,033,755)

Adjustment for change in value (thousand €) (*) (84,600)

PRE-TAX PROFIT (thousand €) (1,118,355)

(*) Change in Repsol Own Funds not in profits.

(*) As has been indicated in Note 3 the separate consolidated income statement has been restated at December 31, 2011.

Thousands of euros 2012 2011 (Reexpresed)*

Finance income and other securities 13,881 19,998

Other interests and income 28,016 26,980

Exchange rate difference 479 508

TOTAL INCOME 42,376 47,486

Finance costs (490,885) (622,033)

From credit, bank loans and securities (454,209) (596,071)

Variations of Provisions for Financial Investments (36,676) (25,962)

Var. Value of Financial Instruments (Cash flow hedges) (9,661) 232

Net finance costs allocated to investment 7,745 9,864

TOTAL EXPENSES (492,801) (611,937)

NET FINANCE GAIN/LOSS (450,425) (564,451)

32 Earnings per share

Basic earnings per share are calculated by dividing the Group’s attributable profit for the year by the average weighted number of shares outstanding during the year, excluding the average number of treasury shares held.

Diluted earnings per share are calculated by dividing the net profit attributable to ordinary sha-reholders of the Parent (after adjusting the interest of potentially dilutive shares) by the weigh-ted average number of additional ordinary shares that would have been outstanding if all of the potential ordinary shares with dilutive effect had been converted to ordinary shares. Dilution is assumed to occur either at the start of the period or at the issue date of the potential ordinary shares if these were issued during the year.

The Sacyr Vallehermoso Group uses derivative financial instruments to eliminate or significantly reduce its interest rate, foreign currency and market risk in monetary transactions, asset po-sitions and other transactions. In general, these instruments are treated as hedges when they qualify for hedge accounting. Those that do not are classified as held for trading, with gains or losses recognised directly in the separate consolidated income statement.

The reduction in financial expenses for the year 2012 is mainly due to the reduction in the Group’s debt from the disposal of 10% of Repsol in December 2011.

2012 2011

Profit attributable to parent company (thousands of euros) (977,536) (1,604,131)

Weighed number of shares in circulation (thousands of shares) 443,728 413,127

Less: average number of treasury shares (thousands of shares) (2,612) (1,974)

Average number of shares to determine the basic profit per share 441,116 411,153

Basic earning per share (euros) (2.22) (3.90)

152 153


Statement

2012 2011

Profit attributable to parent company (thousands of euros) (977,536) (1,604,131)

Plus: Interest on convertible debentures (thousands of euros) 16,454 8,189

Earnings attributable to adjusted parent company (thousands of euros) (961,082) (1,595,942)



Plus: average number of shares for debentures (thousands of shares) 19,413 19,417


Diluted earning per share (euros) (2.09) (3.71)

Note 2012 2011 (Re-stated)*

Earnings attributable to interrupted activities parent company (thousands of euros) 4 3,069 4,766




Basic and dilutes earnings per share in discontinued operations (euros) 0.01 0.01

Earnings per share in discontinued operations are as follows:


20122011

(Re-stated)* Var. Abs. Var. %

Sacyr (Total works backlog) 5,354,634 5,472,800 (118,166) (2.16%)

Civil works backlog 5,073,293 5,046,693 26,600 0.53%

Construction backlog 281,341 426,107 (144,766) (33.97%)

Residential Building 63,190 80,646 (17,456) (21.64%)

Non-residential building 218,151 345,461 (127,310) (36.85%)

Somague (Total works backlog) 643,372 702,053 (58,681) (8.36%)

Civil works backlog 290,008 325,681 (35,672) (10.95%)

Construction backlog 353,363 376,372 (23,009) (6.11%)

Residential Building 82,148 133,201 (51,053) (38.33%)

Non-residential building 271,216 243,171 28,044 11.53%

Sacyr Concesiones (Income backlog) 20,387,884 22,513,928 (2,126,045) (9.44%)

Valoriza (Services backlog) 11,558,272 12,078,834 (520,562) (4.31%)

Testa (Rentals to maturity) 2,267,394 2,431,476 (164,082) (6.75%)

Vallehermoso (Pre-sales backlog) 20,640 59,343 (38,703) (65.22%)

TOTAL 40,232,195 43,258,434 (3,026,239) (7.00%)

33 Backlog by business

The details of the backlog by business and type of activity at December 31 2012 and changes since 2011 are as follows:

For the inter-annual comparative to be homogeneous, the December 2011 backlog of Sacyr Obra Civil has been restated considering that the work and the subsequent Toll Motorway concession “Pedemontana-Véneto” (Italy) is consolidated proportionally in the Sacyr Obra Civil backlog and the Sacyr Concesiones backlog.

In the construction backlog (Sacyr and Somague) the following contracts incorporated throu-ghout the year are noteworthy: construction of the “Campobecerros-Portocamba” stretch of the North-Northwest AVE corridor (Madrid-Galicia), “Amorebieta-Muxika” ringroad construction in the Basque Country, Bilbao Port extension, construction of the Metro stretch “Herrera-Altza “ also in Bilbao, construction of the new cruise ship dock of the Port of Valencia, construction of the largest Hospital in Chile, in the town of Antofagasta, construction of the new toll motorway” La Serena-Ovalle “(Chile), construction of the access to the “El Teniente” mine (Chile), construction and improvement of the new motorway “Playa Larga-Cisneros” (Colombia), construction of the new airport of Catumbela (Angola), construction of the new domestic flights terminal of the air-port in Luanda (Angola), construction of the new port in the city of Lomé (Togo), construction of the new port for the company “Minera Panamá”,etc.

154 155


Statement

As for the decrease in the backlog of Sacyr Concesions, this was mainly due to the departure, du-ring the year, Sociedad Concesionaria Portuguesa A4/IP4 “Amarante - Vila Real”: Autoestrada do Marao, from the Group’s scope of consolidation, so the entire revenue backlog has been exclu-ded (1,201 million euros). On the contrary, in 2012 this concessions division, has included major concession contracts such as: operation, and maintenance of the new hospital in Antofagasta (Chile), for a period of 15 years and the improvement, expansion and subsequent operation, for a maximum period of 30 years, of the new highway “La Serena-Ovalle” also in Chile.

For its part, the Services division backlog has also incorporated important contracts during the year, such as: the parking management services for the Valdemoro and Galapagar areas in Ma-drid, the contract for street cleaning and solid urban waste collection also in Madrid; in Maja-dahonda, the operation of a biomethanation plant in “La Paloma” (Madrid ), conservation and woodland maintenance in Madrid, Urgent Cleaning Service (SELUR) in Madrid, the home help services in the municipalities of the province of Jaén, the construction of the new drinking water treatment plant in the Pelayos de la Presa suburb of Madrid, comprehensive management of the water cycle Valdáliga Cantabrian, construction of a gas pipeline for Repsol in the Caipipendi Province (Bolivia), two power generation contracts for the YPFB refineries located in Santa Cruz and Cochabamba, also in Bolivia, etc.

The reduction in the backlog of various businesses in 2012 is that many division issued their own invoices, mainly due to the significant drop in the Residential development backlog, as the entire sector continues to adjust on a national level.

International business made up 55.16% of the Group´s order book at December 31 2012, and Spanish business the remaining 44.84%. At December 31 2011, 55.46% of business was inter-national and 44.54% was in Spain.


International Portfolio 22,193,055 55,16% 23,990,833 55.46%

Domestic Backlog 18,039,140 44,84% 19,267,602 44.54%

TOTAL 40,232,195 100,00% 43,258,435 100.00%

34 Board of Directors remuneration and other benefits

34.1 Accounting year 2011

In 2011, the following changes were made to the Board of Directors:

• On 19 May 2011, Beta Asociados, S.L., represented by José Moreno Carretero, was appointed as a Member of the Board of Directors.

• On 19 May 2011, Grupo Corporativo Fuertes, S.L., represented by Tomás Fuertes Fernandez, was appointed as a member of the Board of Directors

• On 19 May 2011, Javier Adroher Biosca was appointed as a member of the Board of Directors.

• On 19 May 2011, Cymofag, S.L., represented by Gonzalo Manrique Sabatel, was appointed as a member of the Board of Directors.

• • On 19 May 2011, Rimefor Nueva Milenio, S.L., represented by Ángel López-Corona Dávila, was appointed as a member of the Board of Directors.

• On 7 October 2011, Ángel López-Corona Dávila submitted his resignation as Director.

• On 20 October 2011, Luis Fernando del Rivero Asensio was removed from his position as Executive Chairman, and he subsequently submitted his resignation from his position as a director.

• On 20 October 2011, NCG Banco, S.A., represented by Maria Victoria Vázquez, was appointed as a member of the Board of Directors. Maria Victoria Vázquez.

• On 20 October 2011, Manuel Manrique Cecilia was appointed as Chairman of the Board of Directors.

• On 15 December 2011, Jose Luis Méndez López submitted his resignation as Director.

• On 15 December 2011, CXG Corporación Novacaixagalicia, S.A., represented by Luis Caramés Viéitez, was appointed as a member of the Board of Directors.

Pursuant to the By-laws, members of the Sacyr Vallehermoso, S.A. Board of Directors were entit-led to receive remuneration from the Company, comprising a fixed annual sum and allowances for attending meetings. For 2011, the remuneration agreed by the Board was as follows:

- For performing the duties of Director: 66,000 euros gross yearly.

- For performing the duties of the Executive Committee: 44,000 euros gross yearly.

- For performing the duties of the Audit Committee or Appointments and Remuneration Committee: 22,000 euros gross yearly.

156 157


Statement

A detailed breakdown of the amount received by directors for performance of their duties on the Board during the year is provided below. However, as explained in the following paragraphs, in 2011 the members of the Board of Directors did not accrue any amount as remuneration for their duties on the Board and are required to reimburse any amount they may have received in advance from the company, thus generating an account receivable for the latter.

In accordance with Article 43 of the Company , the combined amount of remuneration paid to the members of the Board of Directors on the board, which is determined by shareholders at the General Meeting of Shareholders, may not exceed 2.5% of the net profit for the year attributable to the Parent company, as shown in the Group´s consolidated financial statements.

Consequently, given that 2.5% of the profit attributable to the Parent company in 2011 was a negative amount, the directors did not receive any remuneration during the 2011 and, as provi-ded for in the Company By-laws, are required to reimburse the advance amounts they received. In this regard, the Company directors resolved that the 2011 fees should be refunded through offsets against the fees that are to be received in 2012, except for former directors or those who cease to hold their post before the conclusion of the debt-compensation process. In the latter cases, the pending amount must be refunded within 2 months of the date on which notification of the resolution is given or of the date on which they leave the Board of Directors.

Emoluments received by Directors Director Audit Com.

Appoint. and Remun.

Comm. Total

Luis Fdo. Del Rivero Asensio (Departed 10/11) 55,000.00 0.00 0.00 55,000.00

Manuel Manrique Cecilia 66,000.00 0.00 0.00 66,000.00

Demetrio Carceller Arce 66,000.00 0.00 21,999.96 87,999.96

Matías Cortés Domínguez 66,000.00 7,333.32 14,666.64 87,999.96

Ángel López-Corona Dávila (Departed 10/11) 55,000.00 0.00 0.00 55,000.00

José Luis Méndez López (Resignation 15/12) 66,000.00 0.00 21,999.96 87,999.96

Francisco Javier Adroher Biosca ( Appointed 06/11) 38,500.00 0.00 0.00 38,500.00

Diogo Alves Diniz Vaz Guedes 66,000.00 0.00 0.00 66,000.00

Austral, B.V. (Pedro del Corro García-Lomas) 66,000.00 21,999.96 0.00 87,999.96

Participaciones Agrupadas, S.R.L. ( Manuel Azuaga Moreno) 66,000.00 18,333.30 0.00 84,333.30

Nueva Compañía de Inversiones (J. Abelló Gallo) 66,000.00 0.00 0.00 66,000.00

Prilou, S.L. (J.M .Loureda Mantiñán) 66,000.00 0.00 21,999.96 87,999.96

Prilomi, S.L.(J.M. Loureda López) 66,000.00 0.00 0.00 66,000.00

Actividades Inmobiliarias y Agrícolas, S.A. (Ángel López Coróna Dávila) 66,000.00 18,333.30 0.00 84,333.30

Grupo Satocán, S.A. (Juan Miguel Sanjuan Jover) 66,000.00 21,999.96 0.00 87,999.96

Rimefor Nuevo Milenio, S.L. ( Luis F. del Rivero Asensio) (Appointed 06/11) 38,500.00 0.00 0.00 38,500.00

Beta Asociados, S.L. (José del Pilar Moreno Carretero) (Appointed 06/11) 38,500.00 0.00 7,333.32 45,833.32

Grupo Corporativo Fuertes, S.L. ( Tomás Fuertes Fernández) (Appointed 06/11) 38,500.00 0.00 3,666.66 42,166.66

NCG Banco, S.A. (Victoria Vázquez Sacristán) (Appointed 11/11) 11,000.00 3,666.66 0.00 14,666.66

Cymofag, S.L. ( Gonzalo Manrique Sabatel) (Appointed 06/11) 38,500.00 0.00 0.00 38,500.00

TOTAL 1,105,500.00 91,666.50 91,666.50 1,288,833.00

The detail of remuneration received by the members of the Board of Directors and senior mana-gement in 2011 is as follows:

The senior management of the Company team comprises the heads of each business line and Corporate Services who report directly to the Chairman and CEO, but who do not take part in collective decisions on the Management of the Group. The persons in question were: Javier Gayo Pozo, Fernando Rodríguez-Avial Llardent, Daniel Loureda López, Miguel Angel Peña Penilla, Fer-nando Lozano Sainz, José María Orihuela, Miguel Heras Dolader, José Manuel Naharro Castrillo, José Carlos Otero Fernández, José Antonio Guio de Prada, Fernando Lacadena Azpeitia and Javier Lopez-Ulloa Morais.

For information purposes, in this section, Sacyr Vallehermoso, S.A. considers that its senior ma-nagement team is the staff that reports directly to the Chairman and CEO, who are people in charge of executing and implementing the business decisions taken by the relevant manage-ment body of the group, in this case, the Board of Directors and the Board Committees, which are exclusively responsible for management functions at the Group and which set its commercial and investment strategy. This description, given solely for informative purposes, is not an inter-pretation of the classification for the purposes of regulations that apply to the Company (such as the regulation contained in Royal Decree 1382/1985), nor does it have the effect of creating, recognising, modifying or cancelling legal or contractual rights or obligations. Specifically, as long as the members of the Management Committee have not expressly entered into a written contact for the purposes of Royal Decree 1382/1985, they will be considered to be fully subject, for all purposes, to a standard labour contract. At December 31 2011, two members of the senior management team have entered into a senior management contract, which include compensa-tion payment of two years’ salary in the event of dismissal. The remaining members are subject to ordinary labour law.

At December 31 2011, the Executive Chairman, Luis del Rivero Asensio, left the Company, and Vicente Benedito Francés, Salvador Font Estrany and Ángel Laso D´Lom departed from the senior management team. The members of the senior management teams received 1,746 thousand euros compensation payments.

In 2011, the SyV Group studied various formulas to bring the remuneration of its senior executi-ves into line with the new economic climate, and these formulas are expected to be implemen-ted in 2012.

At year-end the Group had no commitments to members of the Board of Directors in respect of pensions or life insurance premiums nor any equity instruments payments. Nor were there any arrangements entitling the Board of Directors to receive compensation upon their removal from the Board.

(*) Departed in October 2011

Permanent Variable Life insurance Compensation Total

Luis Fernando del Rivero Asensio(*) 1,000,000.00 1,036,000.00 502.29 0.00 2,036,502.29

Manuel Manrique Cecilia 792,380.00 757,778.00 490.32 0.00 1,550,648.32

Management Team 3,727,574.00 2,118,209.00 4,625.00 1,746,003.43 7,596,411.43

TOTAL 5,519,954.00 3,911,987.00 5,617.61 1,746,003.43 11,183,562.04

158 159


Statement

In 2011, no advance or loans were made to members of the Board of Directors or the senior management team.

The detail of loans and advances outstanding and amounts repaid by Board of Directors and senior management team in 2011 is as follows:

34.2 Accounting year 2012

In 2012, the following changes were made to the Board of Directors:

• On April 23, 2012 Actividades Inmobiliarias y Agrícolas, S.A. (represented by Ángel López Co-rona), resigned as proprietary director.

• On April 23, 2012, Rimefor Nuevo Milenio, S.L. (represented by Luis Fernando del Rivero Asen-sio) resigned as proprietary director.

• On December 18, 2012, Participaciones Agrupadas, S.R.L.(represented by Don Manuel Azuaga Moreno) resigns as proprietary director.

• On February 24, 2012, NCG Banco appointed Fernando Vázquez de Lapuerta as its representa-tive, replacing Dona Maria Victoria Vazquez Sacristán.

In accordance with art. 43.1 of the Bylaws amended by the General Meeting of Shareholders June 21, 2012, the directors of Sacyr Vallehermoso, S.A., in their capacity as members of the Board of Directors are entitled to remuneration from the Company including “ remuneration for attendance “of up to 75% of the total remuneration approved by the Board and 25% which will be considered “remaining remuneration”, this last item must be returned to the Company in full if the year ends in loss or if remuneration were more than 2.5% of the consolidated profit of the Group.

For 2012, the remuneration agreed by the Board was as follows:

- For performing the duties of Director: 69,400 euros gross yearly.

- For performing the duties of the Executive Committee: 49,600 euros gross yearly.

- For performing the duties of the Audit Committee or Appointments and Remuneration Commi-ttee: 19,800 euros gross yearly.

The following shows the breakdown of the receivables recognized at year-end 2011 and amounts accrued in the year 2012:

LOANSAmount pending

31/12/2011 Interest Rates Characteristics Amount Returned

Management Team 297 Euribor 3m+1 5 years 87

The detail of remuneration received by the Board of Directors and senior management team in 2012 is as follows:

Euros Permanent Variable Life insurance Total

Manuel Manrique Cecilia 1,400,000.00 974,400.00 521.00 2,374,921.00

Management Team 2,729,590.00 1,069,681.00 3,181.00 3,802,452.00

TOTAL 4,129,590.00 2,044,081.00 3,702.00 6,177,373.00

Emoluments received by Directors Expenses 2011

Expenses Return

2011 DirectorAudit Com-

mission

Appoint. and Remun.

Comm.Executive

Committee

Total Expenses

2012Gross

Received

Luis Fdo. Del Rivero Asensio (Departed 10/11) (55,000.00) 0.00 0.00 0.00 0.00 0.00 0.00 (55,000.00)

Ángel López-Corona Dávila (Departed 10/11) (55,000.00) 0.00 0.00 0.00 0.00 0.00 0.00 (55,000.00)

José Luis Méndez López (Departed 12/11) (87,999.96) 0.00 0.00 0.00 0.00 0.00 0.00 (87,999.96)

Manuel Manrique Cecilia (66,000.00) 0.00 44,550.00 0.00 0.00 29,700.00 74,250.00 8,250.00

Demetrio Carceller Arce (87,999.96) 0.00 44,550.00 0.00 14,850.00 26,400.00 85,800.00 (2,199.96)

Matías Cortés Domínguez (87,999.96) 0.00 44,550.00 0.00 14,850.00 0.00 59,400.00 (28,599.96)

Francisco Javier Adroher Biosca (38,500.00) 0.00 44,550.00 0.00 0.00 0.00 44,550.00 6,050.00

Diogo Alves Diniz Vaz Guedes (66,000.00) 0.00 44,550.00 6,364.29 0.00 0.00 50,914.29 (15,085.71)

Austral, B.V. (Pedro del Corro García-Lomas) (87,999.96) 0.00 44,550.00 14,850.00 0.00 29,700.00 89,100.00 1,100.04

Participaciones Agrupadas, S.R.L. (Manuel Azuaga Moreno) (84,333.30) 30,048.30 31,185.00 0.00 0.00 23,100.00 54,285.00 0.00

Nueva Compañía de Inversiones, S.A. (J. Abelló Gallo) (66,000.00) 0.00 44,550.00 0.00 0.00 0.00 44,550.00 (21,450.00)

Prilou, S.L. (J.M .Loureda Mantiñán) (87,999.96) 0.00 44,550.00 0.00 14,850.00 29,700.00 89,100.00 1,100.04

Prilomi, S.L.(J.M. Loureda López) (66,000.00) 0.00 44,550.00 0.00 0.00 0.00 44,550.00 (21,450.00)

Actividades Inmobiliarias y Agrícolas, S.A. (Ángel López Coróna Dávila) (84,333.30) 0.00 13,365.00 0.00 0.00 0.00 13,365.00 (70,968.30)

Grupo Satocán, S.A. (Juan Miguel Sanjuán Jover) (87,999.96) 0.00 44,550.00 14,850.00 0.00 0.00 59,400.00 (28,599.96)

Rimefor Nuevo Milenio, S.L. ( Luis F. del Rivero Asensio) (38,500.00) 0.00 13,365.00 0.00 0.00 0.00 13,365.00 (25,135.00)

Beta Asociados, S.L. (José del Pilar Moreno Carretero) (45,833.32) 0.00 44,550.00 0.00 0.00 0.00 44,550.00 (1,283.32)

Grupo Corporativo Fuertes, S.L. (Tomás Fuertes Fernández) (42,166.66) 0.00 44,550.00 0.00 14,850.00 0.00 59,400.00 17,233.34

NCG Banco, S.A. (Fernando Vázquez de la Puerta) (14,666.66) 0.00 44,550.00 14,850.00 0.00 0.00 59,400.00 44,733.34

Corporacion Novacaixagalicia, S.A. (Luis Caramés Viéitez) 0.00 0.00 44,550.00 0.00 8,910.00 0.00 53,460.00 53,460.00

Cymofag, S.L. (Gonzalo Manrique Sabatel) (38,500.00) 0.00 44,550.00 0.00 0.00 0.00 44,550.00 6,050.00

TOTAL (1,288,833.00) 30,048.30 726,165.00 50,914.29 68,310.00 138,600.00 983,989.29 (274,795.41)

160 161


Statement

The senior management team of the Company consist the heads of each business line and Cor-porate Services who report directly to the Chairman and CEO, but who do not take part in collec-tive decisions on the Management of the Group. The persons in question were: Daniel Loureda López, Fernando Lozano Sainz, José María Orihuela Uzal, Miguel Heras Dolader, José Manuel Naharro Castrillo, José Carlos Otero Fernández, Jose Manuel Loureda López, . Elena Otero-Novas Miranda, Fernando Rodríguez-Avial Llardent, Javier Gayo Pozo, José Antonio Guio de Prada, Fer-nando Lacadena Azpeitia and Javier Lopez - Ulloa Morais.

For information purposes, in this section, Sacyr Vallehermoso, S.A. considers that its senior ma-nagement team is the staff that reports directly to the Chairman and CEO, who are in charge of executing and implementing the business decisions taken by the the relevant management body of the group, in this case, the Board of Directors and the Board Committees, which are ex-clusively responsible for management functions at the Group and which set its commercial and investment strategy. This description, given solely for informative purposes, is not an interpreta-tion of the classification for the purposes of regulations that apply to the Company (such as the regulation contained in Royal Decree 1382/1985), nor does it have the effect of creating, recog-nising, modifying or cancelling legal or contractual rights or obligations. Specifically, as long as the members of the Management Committee have not expressly entered into a written contact for the purposes of Royal Decree 1382/1985, they will be considered to be fully subject, for all purposes, to a standard labour contract. On December 31 2012, two members of the Manage-ment Team have signed contracts to join Senior Management, which includes a compensation of two years’ salary in the event of dismissal.

At December 31, 2012, Miguel Ángel Peña Penilla resigned frpm the Management Team.

At year-end the Group had no commitments to members of the Board of Directors in respect of pensions or life insurance premiums nor any equity instruments payments. Nor were there any arrangements entitling the Board of Directors to receive compensation upon their removal from the Board.

During 2012, there were no loans granted to the management team and advances amounting to 274,266 euros were granted.

The detail of loans and advances outstanding and amounts repaid by Board of Directors and senior management team in 2012 is as follows:

For the purpose of the provisions of articles 229, 230 and 231 of the Companies Capital Act, the following activities are reported: shares, positions, functions and potential situations of conflict of interest, of those who have held the position of director in the company in 2012 and of the people linked to them during the same period, in companies with the same, similar or complementary activity as that of the company or its group.

To complete the annual accounts for 2012, information relating to Articles 229, 230 and 231 of the Companies Law, approved by Royal Decree 1/2010 of July 2nd was requested from those who have held the post of director of the Company during the year.

Based on the information received and, where appropriate, that which we have on our files, the information is as follows:

LOANSAmount pending

31/12/2012 Interest Rates Characteristics Amount Returned

Management Team 289 Euribor 3m+1 5 years 161

• Manuel Manrique Cecilia, within the Group, is a member of the Board of Directors of Testa In-muebles de Renta, S.A (Director), Sacyr Construcción S.A.U. (Director), Valoriza Gestión, S.A.U. (Director),Vallehermoso División Promoción, S.A.U. (Director), Sacyr Concesiones, S.L. (Director), Inchisacyr, S.A. (Director) and representative of the sole Director of Sacyr Vallehermoso, S.A. and the company Sacyr Vallehermoso Participaciones Mobiliarias, S.L.

In addition, outside of the Group, he is the sole director of Telbasa Construcciones e Inversiones, S.L., in which he holds a 100% stake and the sole Director of Cymofag, S.L., holding a 100% stake.

• Demetrio Carceller Arce, within the Group, serves on the Board of Directors of Vallehermoso División Promoción, S.A.U. (director).

Also outside the Group, he is Chairman of the Board of Directors of Syocsa-Inarsa, S.A.

• Austral BV, within the Group, holds a stake of 9.63% in Testa Inmuebles en Renta, S.A. and 9.63% in Valoriza Gestión, S.A.

Regarding Sacyr Vallehermoso Group companies, in relation to article 231 of the Companies Law, the parties linked to Austral, BV are Testa Inmuebles en Renta, S.A. (Director) and Valoriza Gestión, S.A. (Director).

With regard to companies outside the group in relation to article 231 of the Companies Law, the parties linked to Austral, BV, are Miralver Spi, S.L. (Director) with a 100% stake; Desarrollo Industrial y Servicios, S.A. (director) with a 100% stake; Fresno Peinado, S.L., (Director) with a 100% stake; Promociones Inmobiliaria Molinar, S.A. ( Joint Director) with a 50% stake and Saba Infraestructuras, S.A. (Vice-chairman and two Directors), with a 19.65% stake.

Pedro del Corro García-Lomas (representing Austral, B.V. at SyV) is a member of the Board of Directors of Testa Inmuebles en Renta, S.A. and Valoriza Gestión, S.A. (representing Torreal, S.A.).

• Nueva Compañía de Inversiones, S.A., within the Group, holds a stake of 9.63% in Testa Inmue-bles en Renta, S.A. and 9.63% in Valoriza Gestión, S.A.

Also outside the Group, he serves on the Board of Directors of Saba Infrastructure, SA with an indirect share of 19.65%.

Regarding SyV Group companies, in relation to article 231 of the Companies Law, the parties linked to Nueva Compañía de Inversiones, S.A. are Testa Inmuebles ed Renta, S.A.(Director) and Valoriza Gestión, S.A. (Director).

With regard to companies outside the group in relation to article 231 of the Companies Law, the parties linked to Nueva Compañía de Inversiones, S.A, are Miralver Spi, S.L. (Director) with a 100% stake; Desarrollo Industrial y Servicios, S.A. (Director) with a 100% stake; Fresno Peinado, S.L., (Director) with a 100% stake; Promociones Inmobiliaria Molinar, S.A.( Joint Director) with a 50% stake and Saba Infraestructuras, S.A.( two Directors).

• Diogo Alves Diniz Vaz Guedes, within the Group is member of the Board of Directors of Somague Engenharia, SA.(Director).

Also outside the Group, he is Chairman of the Board of the Quinta Coluna SGPS, S.A, with a stake of 60.03%.

• Matías Cortés Domínguez, exerts no charge or functions in other SyV Group companies.

• Prilou, S.L. holds no posts or functions in other SyV Group companies.

162 163


Statement

José Manuel Loureda Mantiñán (representing Prilou, S.L. in Sacyr Vallehermoso), within the Group, is a member of the Boards of Testa Inmuebles en Renta, S.A (Director), Construction Sacyr, S.A.U. (Director), Vallehermoso División Promoción, S.A.U. ( Director) and Valoriza S.A.U. Manage-ment (President).

• Prilomi, S.L. holds no posts or functions in other SyV Group companies.

José Manuel Loureda Lopez (representing Prilomi, S.L. in SyV Vallehermoso), within the Group, is a member of the Boards of Directors of Sacyr Construction, S.A., SIS, S.c.p.a., Sacyr Italy, Sacyr Mexico, Asfi Libia General Construcción Co., Sacyr Chile, Sacyr Ireland, Sacyr Costa Rica, Somague Engenharia and Chairman of the Board of Directors of GUPC.

• Cymofag, SL, for companies outside the group in relation to article 231 of the LSC, the per-son linked to Cimofag, S.L. is Telbasa Construcciones and Inversiones, S.L. (Sole Director), with a 100% stake.

• Beta Asociados, S.L., outside the Group, holds a stake of 4.3% in Altec Empresa de Construcción y Servicios, S.A., and a 2.2% stake in Altec Infrastructure, S.A.

With regard to companies outside the group in relation to article 231 of the LSC, parties linked to Beta Asociados, S.L., Altec Empresa de Construcción y Servicios, S.A., (Administrator) with a share of 52.3% and Altec Infraestructuras, S.A.(Chairman) with a share of 27.3%.

Beta Asociados reports a possible indirect conflict of interest with the SyV Group, due to compe-tition in the construction sector on the Spanish Peninsular, as it belongs to the Group of Compa-nies of Altec Empresa de Construcción y Servicios, S.A., in which the individual representing Beta Asociados, S.L. as a Member of the Board of Sacyr Vallehermoso, José Moreno Carretero, is Joint Administrator and controls, directly and indirectly, its entire capital. Altec Infraestructuras, S.A., and CLM Infrastructuras y Servicios, S.A., also belong to this group of companies.

• NCG Banco, S.A., outside of the group, holds shares in the following companies with activities which complement or are the same as those of SyV:

Andres Faus, S.A. (49.92% ); Azora Europa II, with 9.28%; Codesure 15, S.A. with 7.41%; Comple-jo Residencial Marina Atlántica, S.L. , with 50%; Comtal Estruc, S.L., with 31.51% ; Construziona Galicia, S.L. (with 95.80%), Copronava Sur, S.L., with 40%; Copronava Sur , S.L. with 72%; Cora Integral, S.L., with 26.81%; Desarrollo Albero, S.A., (Albero) with 50%; Desarrollos Inmobiliarios Fuenteamarga, S.L. with 30%; Desarrollos Territoriales Inmobiliarios, S.A. (Deteinsa) with 50%; Federación de entidades Inmobiliarias, S.A. (Feisa) with 0.05 %; G.p.s. del Noroeste 3000, S.L. with 100%; Galeras Entrerios, S.L. with 100%; Grupo Inmobiliario Ferrocarril, S.A. with 20%; Hercesa Internacional, S.L. with 10%; Hispano Lusa Compañía Tecnológica de Edificación, S.A. with 100%; Inmobiliaria Gallega, S.A. with 1.43%; Jocai XXI, S.L., with 50%; Laborvantage, Lda (Portugal), with 100%; Landix, Operaciones Urbanísticas, S.L. with 50%, Lar de Pontenova I, S.L. with 25%; Lazora, S.A., with 8.14%; Licasa I, S.A., with 12.50%; Martinsa Fadesa, S.A. with 1.00%; NCG División Grupo Inmobiliario, S.L., with 100%; Numzaan, S.L., with 21.47%; Obenque, S.A., with 21.25%; Palacio de Arozeguia, S.L. with 50%; Parque la Salaosa, S.L., with 50%; Partici-paciones Agrupadas, S.L., with 25%; Proboin, S.L. with 25%; Proinova América, LLC (USA), with 100%; Quabit Inmobiliaria, S.A., with 4,08%; Raminova Invesiones, S.L. with 50%; Residencial Marina Atlántica, S.L. with 50%; Sociedad Gestora de Promociones Inmobiliarias y Desarrollo Empresarial, S.L. (SGPROIN), with 50%; Suelo Industrial de Galicia, S.A. (SIGALSA), with 33,22%; SU- Imobiliaria, Unipessoal, Lda, with 100%; T12, Gestión Inmobiliaria, S.A. with 5,32%; Tacel In-versiones, S.A., with 20,25%; Torres del Boulevard, S.L, (former Daeca Comarex, S.L.) with 100% and society Vehículo de Tenencia y Gestión de Activos 9, S.L. with 19,24%.

• Javier Adroher Biosca, S.A. Outside of the Group, is a member of the Board of Directors of Syoc-sa-Inarsa, S.A., (Director) with a 13.67% stake.

• Grupo Corporativo Fuertes S.L., outside the Group, serves on the Board of Profu, S.A. (Director), with a 100% share

• Participaciones Agrupadas S.L within the Group is member of the Board of Testa Inmuebles en Renta, S.A. (Director), Sacyr Construcción, S.A.U (Director) and Vallehermoso División Promoción, S.A.U. (Director) with a share of 8.01% in each one.

Outside of the Group, Manuel Azuaga Moreno (representing Participaciones Agrupadas, S.L. at SyV) is Chairman of the Board of Inmobiliaria Acinipo, S.A.

• Grupo Satocán, SA, outside the Group, is a member of the Board of Directors of Satocan, S.A., (CEO), with a share of 58.58%, of which he informs of a possible conflict of interest in the area of the Canary Islands, where he operates as a construction company.

Miguel Sanjuán Jover (representing Grupo Satocán, S.A. in SyV Vallehermoso) is the Director of Satocán, S.A. with a 99.76% stake. He also holds a direct and indirect stake via Grupo Satocán, S.A. in Sotocán, S.A.(as CEO).

• NCG Corporación Industrial, S.L. holds no posts or functions in other SyV Group

35 Related party transactions

Transactions with related parties are carried out and recognised at fair value. The prices of transactions with related parties are appropriately determined and the Board of Directors consider that there is no risk they could generate material tax liabilities.

The detail of the most significant transactions with related parties in 2011 and 2012 is as fo-llows, in addition to the income indicated in Note 27 and the remuneration indicated in Note 34:

164 165


Statement

December 2011 Thousands of euros TRANSACTIONS WITH RELATED PARTIES

INCOME AND EXPENSES FROM CONTINUING OPERATIONSSignificant

shareholders

Directors and Senior

ManagenentPeople, comp. or group companies

Other related parties Total

1) Finance costs 5,109 0 0 0 5,109

CORPORACION CAIXAGALICIA, S.A. 165 0 0 0 165

UNICAJA 2,700 0 0 0 2,700

BANCO MARE NOSTRUM (CAJA MURCIA) 330 0 0 0 330

CAJA AVILA (BANKIA) 660 0 0 0 660

NOVACAIXAGALICIA 1,254 0 0 0 1,254

2) Rentals 0 0 887 0 887

REPSOL YPF, S.A. 0 0 835 0 835

CAMPSA EE.SS 0 0 52 0 52

3) Reception of services 4,965 0 697 0 5,662

SOLRED, S.A. 0 0 287 0 287

REPSOL YPF, S.A. 0 0 410 0 410

MATÍAS CORTÉS DOMÍNGUEZ 4,960 0 0 0 4,960

UNICAJA 5 0 0 0 5

4) Spending on assets 0 0 27,955 0 27,955

SOLRED 0 0 3,024 0 3,024

REPSOL DIRECTO 0 0 232 0 232

ALCOREC, S.L. 0 0 22 0 22

REPSOL CIAL DE PROD. PETROLÍFEROS, S.A. 0 0 3,346 0 3,346

REPSOL YPF LUBRICANTES Y ESPECIALIDADES, S.A. 0 0 15 0 15

GAS NATURAL SERVICIOS SDG 0 0 152 0 152

GAS NATURAL S.U.R SDG, S.A. 0 0 17 0 17

REPSOL BUTANO, S.A. 0 0 5 0 5

REPSOL YPF, S.A. 0 0 21,137 0 21,137

GAS NATURAL ANDALUCÍA, S.A. 0 0 3 0 3

GAS NATURAL CANTABRIA SDG 0 0 2 0 2

5) Other expenses 0 0 825 0 825

SOLRED, S.A. 0 0 820 0 820

REPSOL YPF 0 0 4 0 4

REPSOL BUTANO, S.A. 0 0 1 0 1

TOTAL EXPENSES 10,074 0 30,364 0 40,438

6) Finance income 510 0 0 0 510

NOVACAIXAGALICIA 40 0 0 0 40

UNICAJA 470 0 0 0 470

7) collaboration and management contracts 0 0 3,322 0 3,322

REPSOL COMERCIAL DE PRODUCTOS PETROLÍFEROS, S.A. 0 0 1,002 0 1,002

REPSOL PETRÓLEO, S.A. 0 0 2,320 0 2,320

8) Rentals 8 0 308 0 316


REPSOL YPF 0 0 163 0 163

SOCIEDAD CATALANA DE PETROLIS, S.A. 0 0 145 0 145

9) Provision of services 0 0 602 0 602

REPSOL YPF, S.A. 0 0 584 0 584

REPSOL PETRÓLEO,S.A. 0 0 18 0 18

10) Sale of goods (finished or in progress) 0 0 62,243 0 62,243

REPSOL DIRECTO 0 0 62,243 0 62,243

11) Other income 0 0 95 0 95

REPSOL YPF, S.A. 0 0 9 0 9

CAMPSA ESTACIONES DE SERVICIO (CAMPSARED), S.A. 0 0 86 0 86

TOTAL INCOME 518 0 66,570 0 67,088

December 2011Thousands of euros TRANSACTIONS WITH RELATED PARTIES

OTHER TRANSACTIONS AND ONGOING ACTIVITIESSignificant

shareholders


Manage-nent

People, comp. or group

companies


1) Financing agreements: Loans and capital contributions (202,584) 0 0 0 (202,584)

NOVACAIXAGALICIA (113,391) 0 0 0 (113,391)

CAJA DE ÁVILA (BANKIA) 757 0 0 0 757

UNICAJA (56,654) 0 0 0 (56,654)

CAJA MURCIA (MARE NOSTRUM) (34,254) 0 0 0 (34,254)

BOARD OF DIRECTORS 958 0 0 0 958

2) Purchase of tangible, intangible or other assets 0 0 142,628 0 142,628

REPSOL YPF 0 0 139,555 0 139,555

REPSOL PETRÓLEO 0 0 3,073 0 3,073

3) Amortisation or cancellation of loans and rental contracts (lessor) 0 (88) 0 0 (88)

MANAGEMENT TEAM 0 (88) 0 0 (88)

4) Guarantees and endorsements received 5,063 0 0 0 5,063


UNICAJA (1,282) 0 0 0 (1,282)

5) Other operations 0 0 2,336 0 2,336

REPSOL DIRECTO 0 0 2,332 0 2,332

ASFI LIBIA CONSTRUCCIONES 0 0 4 0 4

December 2011Thousands of Euros BALANCES WITH RELATED PARTIES

OTHER BALANCES FROM ONGOING ACTIVITIESSignificant

shareholders


Manage-nent


companies


1). Financing agreements: Loans and capital contributions 212,403 0 0 0 212,403

NCG BANCO, S.A. 98,764 0 0 0 98,764

CAJA DE AVILA (BANKIA) 17,830 0 0 0 17,830

UNICAJA 75,275 0 0 0 75,275

CAJA MURCIA (MARE NOSTRUM) 19,576 0 0 0 19,576

BOARD OF DIRECTORS 958 0 0 0 958

1.a. Purchase of tangible, intangible or other assets 0 0 36,056 0 36,056

REPSOL YPF, S.A. 0 0 36,056 0 36,056

2) Financial loan agreements and capital contributions (borrower) 0 297 0 0 297

MANAGEMENT TEAM 0 297 0 0 297


3.a. Guaranties and endorsements borrowed 0 0 0 0 0

NOVACAIXA GALICIA 36,975 0 0 0 36,975

UNICAJA 41,198 0 0 0 41,198

4) Other operations 3,527 0 0 0 3,527

MATÍAS CORTES DOMÍNGUEZ 3,527 0 0 0 3,527

166 167


Statement


INCOME AND EXPENSES FROM CONTINUING OPERATIONSSignificant

shareholders


ManagenentPeople, comp. or group companies


1) Finance costs 7,982 0 0 0 7,982

UNICAJA 4,145 0 0 0 4,145

BANCO MARE NOSTRUM (CAJA MURCIA) 366 0 0 0 366

NCG BANCO, S.A. 592 0 0 0 592

CAJA ÁVILA (BANKIA) 615 0 0 0 615


2) Rentals 0 0 1,020 0 1,020

REPSOL, S.A. 0 0 1,020 0 1,020

3) Reception of services 1,027 0 1,445 0 2,472

MATÍAS CORTÉS DOMÍNGUEZ 981 0 0 0 981

UNICAJA 46 0 0 0 46

REPSOL, S.A. 0 0 1,445 0 1,445

4) Spending on assets 0 0 24,175 0 24,175

REPSOL, S.A. 0 0 23,927 0 23,927

ALCOREC, S.L. 0 0 4 0 4

GAS NATURAL SERVICIOS SDG 0 0 216 0 216

GAS NATURAL S.U.R SDG, S.A. 0 0 26 0 26

GAS NATURAL DISTRIBUCIÓN, S.A. 0 0 2 0 2

5) Other expenses 101 0 160 0 261

REPSOL, S.A. 0 0 160 0 160

UNICAJA 49 0 0 0 49


EL POZO ALIMENTACIÓN, S.A. 3 0 0 0 3

TOTAL EXPENSES 9,110 0 26,800 0 35,910

6) Finance income 670 0 0 0 670


UNICAJA 577 0 0 0 577

7) Collaboration and management contracts 0 0 838 0 838

REPSOL, S.A. 0 0 838 0 838

8) Rentals 3 0 1,005 0 1,008


ASFI LIBIA CONSTRUCCIONES GENERALES 0 0 8 0 8

REPSOL, S.A. 0 0 407 0 407

SOCIEDAD CATALANA DE PETROLIS, S.A. 0 0 152 0 152

VIAS Y CONSTRUCCIONES, S.A. 0 0 73 0 73

JOCA INGENIERIA Y CONSTRUCCIONES, S.A. 0 0 365 0 365

9) Provision of services 16,413 0 4,276 0 20,689

REPSOL, S.A. 0 0 4,276 0 4,276

EL POZO ALIMENTACIÓN, S.A. 16,413 0 0 0 16,413

11) Other income 0 0 90,473 0 90,473

REPSOL, S.A. 0 0 90,473 0 90,473

TOTAL INGRESOS 17,086 0 96,592 0 113,678


OTHER TRANSACTIONS AND ONGOING ACTIVITIESSignificant

shareholders


Manage-nent


companies


1) Financing agreements: Loans and capital contributions 26,621 0 0 0 26,621

CAJA DE ÁVILA (BANKIA) 585 0 0 0 585

UNICAJA 26,036 0 0 0 26,036

2.b. Financial loan agreements and capital contributions (borrower) 628 0 0 0 628

NCG BANCO, S.A. 628 0 0 0 628

3) Amortisation or cancellation of loans and rental contracts (lessor) (11,502) 0 0 0 (11,502)

NCG BANCO, S.A. 191 0 0 0 191

NOVACAIXAGALICIA (1,435) 0 0 0 (1,435)

CAJA MURCIA (MARE NOSTRUM) (10,258) 0 0 0 (10,258)

5) Other operations (651) 0 549 0 (102)

ASFI LIBIA CONSTRUCCIONES 0 0 565 0 565

NCG BANCO (651) 0 0 0 (651)

REPSOL, S.A. 0 0 (16) 0 (16)

December 2012 Thousands of euros BALANCES WITH RELATED PARTIES

OTHER BALANCES FROM ONGOING ACTIVITIESSignificant

shareholders


Manage-nent


companies


Financing agreements: Loans and capital contributions 365,570 0 0 0 365,570

NCG BANCO, S.A. 163,457 0 0 0 163,457

CAJA DE ÁVILA (BANKIA) 18,284 0 0 0 18,284

UNICAJA 175,013 0 0 0 175,013

CAJA MURCIA (MARE NOSTRUM) 8,816 0 0 0 8,816

2) Financial loan agreements and capital contributions (borrower) 18,482 0 0 0 18,482

NCG BANCO, S.A. 18,482 0 0 0 18,482



UNICAJA 25,071 0 0 0 25,071

NCG BANCO, S.A. 2,489 0 0 0 2,489

4) Other operations 80 0 2 0 82

MATÍAS CORTÉS DOMÍNGUEZ 80 0 0 0 80

REPSOL, S.A. 0 0 2 0 2

See below for further information concerning the main transactions with relatedparties during the financial year 2012:

168 169


Statement

35.1 Financing agreements with related parties

The borrowings that the Sacyr Vallehermoso Group consolidated by the full or proportional integra-tion method, had received at December 31 2011, from related parties (NCG Banco, S.A., Caja Murcia, Caja Avila and Unicaja) are given below:

TYPE BALANCE AT 31.12.2011 INTEREST RATE VENCIM. GUARANTEES

NOVACAIXAGALICIA

CREDIT FACILITIESSOMAGUE INVESTIMIENTOS S.A. MISC.

17,2504,695

EURIBOR 1M + 3,50EURIBOR + MARGEN

27-07-122012-2013

LOANS. ASSOC. WITH ASSETS

SVPM

VALLEHERMOSO DIVISION PROMOC.

32,790

1,655

EURIBOR 6M + 3,50

FIXED 4%

31-01-15

28-04-13

MORTGAGE PLEDGE. REPSOL SHARES AND

OTHER ASSETSMORTGAGE PROMISE AND PLEDGE SALES CONTRACT

PROJECT FINANCING PAZO CONGRESOS VIGOVIASTUR

23,3008,046

EURIBOR 1-3-6M +2,50EURIBOR 6M + MARGEN

31-05-1205-04-31

PROJECTPROJECT

MORTGAGES VALLEHERMOSO DIVISIÓN PROMOC.

11,028 EURIBOR + MARGEN 2015 - 2045 MORTGAGES ON LAND AND FINISHED PRODUCTS

TOTAL NOVACAIXAGALICIA 98,764

CAjA DE ÁVILA (BANKIA)

CORPORATE LOAN SACYR VALLEHERMOSO S.A.

3,000 EURIBOR 12M + 1,50 20-07-15

LOANS. ASSOC. WITH ASSETS VALLEHERMOSO DIVISIÓN PROMOC.

14,830 EURIBOR3M + 2,50 20-07-15 LIMITED MORTGAGES ON

ASSETS

CAjA DE ÁVILA (BANKIA) 17,830

UNICAjA

SYNDICATED CREDIT FACILITIES MISC. 17,464 EURIBOR 3M + 3,0 16-05-13 MORTGAGE PROMISE AND SHARE PLEDGE

CREDIT FACILITIES MISC. 1,371 EURIBOR + MARGEN 2012-2013

LOANS. ASSOC. WITH ASSETS SVPM 4,684 EURIBOR 6M + 3,50 31-01-15 MORTGAGE PLEDGE REPSOL

SHARES AND OTHERS

CORPORATE LOANS SACYR VALLEHERMOSO S.A.

16,700 EURIBOR 3M + 3,0 30-09-15 PLEDGE SALES CONTRACT

PROJECT FINANCING C.E. PATA DE MULO 2,249 15-12-16 PROJECT



UNICAjA 75,275

CAjA MURCIA (MARE NOSTRUM)

CREDIT FACILITIES VALORIZA GESTIÓN 1,742 EURIBOR 3M + 2,75 06-04-12


SHARES AND OTHERS

PROJECT FINANCING AUT. NOROESTE 1,174 EURIBOR 6M +MARGEN 31-01-23 PROJECT


7,760 EURIBOR + MARGEN 05-08-15 MORTGAGE ON LAND

CAjA MURCIA (MARE NOSTRUM) 19,576

TOTAL FINANCING RECEIVED FROM RELATED ENTITIES

211,445

The borrowings that the Sacyr Vallehermoso Group consolidated by the full or proportional integra-tion method, had received at December 31 2012, from related parties: NCG Banco, SA, Caja Murcia, Caja Avila and Unicaja. During 2012 Caja de Ávila, Unicaja and Caja Murcia no longer formed part of the group of related entities at the end of the year and did not form part of the Board of Directors. However, the following information shows the characteristics of those contracts with related entities in 2012:

TYPE BALANCE AT 31.12.2012 INTEREST RATE VENCIM. GUARANTEES

NOVACAIXAGALICIA

CREDIT FACILITIES SOMAGUE ENGENHARIA 20,979 EURIBOR 1M + 7,0 27-07-15

MISC. 675 EURIBOR + MARGEN 2013-2014

LOANS. ASSOC. WITH ASSETS SVPM 32,751 EURIBOR 6M + 3,50 31-01-15 MORTGAGE PLEDGE. REPSOL SHARES AND OTHER ASSETS

VALLEHERMOSO DIVISIÓN PROMOC.

1,655 FIXED 4% 28-04-13 MORTGAGE AND SALES CON-TRACT PLEDGE

PROJECT FINANCING PAZO CONGRESOS VIGO 23,058 EURIBOR 3M +2,00 01-06-22 PROJECT

VIASTUR 8,037 EURIBOR 6M + MARGEN 05-04-31 PROJECT



TOTAL NOVACAIXAGALICIA 95,813

CAjA DE ÁVILA (BANKIA)

CORPORATE LOAN SACYR VALLEHERMOSO S.A.

3,000 EURIBOR 12M + 1,50 20-07-15

LOANS. ASSOC. WITH ASSETS VALLEHERMOSO DIVISIÓN PROMOC.

15,284 EURIBOR 3M + 2,50 20-07-15 LIMITED MORTGAGES ON ASSETS

CAjA DE ÁVILA (BANKIA) 18,284

UNICAjA

SYNDICATED CREDIT FACILITIES MISC. 23,370 EURIBOR

3M + 3,25 16-05-13 MORTGAGE PROMISE AND SHARE PLEDGE

CREDIT FACILITIES MISC. 3,066 EURIBOR + MARGEN 2013-2015


SHARES AND OTHERS

CORPORATE LOANS SACYR VALLEHERMOSO S.A.

26,700 EURIBOR 3M + 3,0 / 3,50

JUN15-SEP15

PLEDGE SALES CONTRACT-MORT-GAGE-SHARES PLEDGE

PROJECT FINANCING C.E. PATA DE MULO 1,887 15-12-16 PROJECT

SECADEROS DE BIOMASA 1,913 15-12-18 PROJECT

BIOMASA DE PUENTE GENIL

2,748 20-05-17 PROJECT

MORTGAGES VALLEHERMOSODIVISIÓN PROMOC.


UNICAjA 86,702

CAjA MURCIA (MARE NOSTRUM)

PROJECT FINANCING AUT. NOROESTE 1,056 EURIBOR 6M +MARGEN 31-01-23 PROJECT


7,760 EURIBOR + MARGEN 05-08-15 MORTGAGE ON LAND

CAjA MURCIA (MARE NOSTRUM) 8,816

TOTAL FINANCING RECEIVED FROM RELATED ENTITIES

209,615

170 171


Statement

All of the borrowings are floating-rate credit facilities and loans made on market terms, referenced to the Euribor plus a spread. Interest is post-payable in accordance with its reset frequency, always at least once a year.

In aggregate terms, and owing to their specific nature, the 37.4 million euros in borrowings of Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U., which holds the share of Group of Repsol, fall due on 31 January 2015. The applicable interest rate is updated in accordance with the 6-month Euribor plus a margin of 350 basis points. The shares of Repsol, of Testa Inmuebles en Renta S.A., in Vallehermoso División Promoción S.A.U. and of Valoriza Gestión S.A.U. are pledged as a guarantee.The 56.9 million euros in loans received by Vallehermoso División Promoción are backed by mortga-ge guarantees on the land and/or finished houses, by limited mortgages or by mortgage assets. The loans fall due between 2015 and 2045, and they are reviewed on the basis of the Euribor, to which a variable margin is added. The debt is eliminated with the sale of the asset, given that it is assumed by the purchaser.

Project financing (39.5 million euros) is scheduled in line with the repayment timetables permit-ted by the cash flows from the infrastructure and services concessions. The projects are long term, without recourse to shareholders, backed by the guarantee of the projects themselves and with an interest rate referenced to the Euribor plus a spread, which in many cases is linked to the debt service annual hedge ratio.

The remainder (83.8 million euros) is distributed between corporate loans and working-capital credit facilities.

35.2 Guarantees and consignatures received

The details of the guarantees and consignatures received by Sacyr Vallehermoso Group compa-nies from related parties are as follows:

COMPANYLIMIT

COMPANYDRAWN DOWN

COMPANY

UNICAjA 53,200 34,774

Vallehermoso Div. Development 15,000 4,489

Sacyr 30,000 22,646

Ideyco 200 0

Valoriza Gestión 5,000 4,859

Valoriza Servicios Medioambientales 3,000 2,780

NOVAGALICIA 25,090 19,490

Sacyr 12,000 8,717

Valoriza Gestión 2,000 683

Sacyr Concesiones 1,000 0

Vallehermoso Div. Promoción 2,002 2,002

Pazo Congreso de Vigo 5,600 5,600

Testa 2,488 2,488

35.3 Contracts with related parties

The main contracts with related parties are as follows:

• Construction of the Repsol Campus main offices. The initial contract was for 126,675,813.72 euros. On May 18, 2012 the Provisional Acceptance notice was signed with reservations due to a number of defects that had to be corrected within the period between May 18 and June 18, 2012. After this deadline and after correction the Definitive Works Acceptance and Settlement notice was signed on June 30, 2012, agreeing on a Fulfilment of Works Settlement totaling 211,552,969.24 euros. The calculation of the guarantee period (12 months) was initiated at the time of signing the Acceptance Certificate, however, upon agreement of the parties its duration is counted from the signing of the Definitive Works Acceptance (June 30, 2012 ).

• Execution of a cold storage building consists of three adjoining blocks in Mercalaspalmas amounting to 3,133,416.96 euros, signed in 2011 and currently under execution, extensions totalling 125,032.38 euros have been signed subsequently to the initial contract and the com-pletion date is expected in June 2013.

• Factory for Cooked and Sliced Food products for Pozo Alimentación amounting to 14,419,910.59 euros, signed in 2011 and with provisional acceptance in December 2012, with the guarantee period stipulated in the contract beginning then, 12 months after the provisional acceptance. During this period, work will be carried out due to defects or faults that occur and are attribu-table to the execution of the works or of materials used in them.

• Screens Walls-Loading bays at the El Pozo factory totalling 699,835.88 euros, signed in 2012, with completion expected in July 2013.

• Agreement between Repsol YPF E & P Bolivia, Bolivia SA and SRL-Conpropet Iberese LTDA. Engineering, supply and construction, in the form of a lump sum turnkey for Gathering System (GTS) Phase II located in the Puerto Margaret O’Connor province, the Department of Tarija in the Plurinational State of Bolivia for the amount of $ 61,862,217.55, signed in March 2012 and with provisional acceptance in October 2013, with the established guarantee period star-ting then, 24 months from the provisional acceptance. During this period all defects will be corrected and all instances of non-compliance detected by the contractor will be remedied, as quickly as possible after notice is given.

• Sacyr Vallehermoso, S.A, has signed a consultancy contract with the law firm of Luis Javier Cortés, a related party of Matías Cortés (director of Sacyr Vallehermoso), for 80,000 euros a month.

35.4 Other information

In 2012, no value adjustments were made on uncollectible debts relating to amounts included in the outstanding balances and in expenditure recognised in the year regarding related-party borrowings.

172 173


Statement

36 Subsequent events

The most significant events occurring subsequent to year-end 2012, in chronological order, were as follows:

• On 15 January 2013, Sacyr Vallehermoso. via its subsidiary Sacyr Vallehermoso Participacio-nes Mobiliarias, S.L.U., received from REPSOL S.A. 0.473 euro per share gross dividend, genera-ting total net income of 57.80 million euros.

• On 26 February, Repsol reached an agreement with the Shell Oil Company for the sale of LNG assets (Liquefied Natural Gas) for 6,653 million dollars, which includes minority interests in At-lantic LNG (Trinidad and Tobago), Peru LNG and Bahía de Bizkaia Electricidad (BBE), along with the LNG sales contracts and charter of LNG carriers, and its loans and related debt. Without taking into account linked debt and associated credits, the value of the assets subject to the transaction amounted to 4,400 million dollars, for a gain before tax for Repsol of 3,500 million dollars.

This operation, which has economic effects dated 30 September 2012, strengthened Repsol´s balance sheet and financial position, reinforced ratings and reduced the company’s net debt by more than half (excluding Gas Natural Fenosa), to 2,200 million euros.

Repsol and Shell are proposing to close the deal before the end of 2013, after obtaining all necessary approvals and the fulfilment of agreed conditions. Repsol will continue to operate the assets being sold until the closing of the deal.

With the proceeds of this sale, Repsol will strengthen the organic growth of its upstream bu-siness, in which the company has successfully developed an intense exploration activity in recent years. Specifically, in countries where Repsol has sold its LNG assets, the company will maintain a major level of activity in exploration and production.

• On March 4, Repsol sold all of the shares held as treasury shares, 5.4% of its share capital, to the Singapore investment company Temasek. The amount of the sale amounted to 1,035.85 million euros, which entailed selling the 64.7 million shares at a price of 16.01 euros per share. Following this acquisition, the company Temasek became the holder of 6.3% of the Spanish oil company.

• On 5 March, the company Austral, BV, owned by Grupo Torreal, sold the 42,697,938 shares of Sacyr Vallehermoso, 9.623% share capital, which it had owned until then, making it no longer a reference shareholder of our organization, and as a result, leaving the Board of Directors and Committee Sacyr Vallehermoso group. Part of this block of shares, 26,251,320 titles, 5.916% of these shares were acquired by Taube Hodson Stonex Partners LLP, an independent invest-ment fund management company, targeting both large institutional clients and various other private sector customers. It is based in the UK and authorized and regulated by the Financial Services Authority with number 480219.

• Law 16/2012, of 27 December, establishing various taxation measures aimed at consolidating public finances and boosting economic activity, in Article 9, sets the option for tax payers Companies performing a revaluation.

The law states that updating operations are effective from January 1, 2013, once these opera-tions have been approved by the competent governing body.

At the date of authorization of these financial statements a detailed analysis of the content of the Law is being undertaken, in order to assess the advisability of applying it, and if ne-cessary, propose the approval of the resulting updating operations at the General Meeting of Shareholders.

In the Construction division of the Group, the following significant events occurred after the reporting date:

• Rehabilitation and improvement works for the Brazilian mining multinational Vale, three rai-lway sections on the Nacala Corridor (Mozambique). With a budget of 177 million euros and 34 months for the execution of works, the project which occupies an area of approximately 600 km, will enable up to 18 million tons of coal a year to be transported, as the “Moatize” will be connected with the Port of “Nacala-a-Velha” in the Indian Ocean, passing through Malawi.

• Execution of a project to modernise and improve water supply in the City of Covilha (Portugal), totalling 26.67 million euros.

• Construction of the “CUCA” building structure in the “Kinaxixi” retail and office complex Luan-da (Angola), totalling 22.62 million euros.

• Demolition and excavation work for building of the new structure of the Shopping Centre, for Alegro, in Setubal (Portugal), totalling 15.08 million euros.

• Construction of new office buildings for Somatek in Luanda (Angola), totalling 8.29 million euros.

• Extension works in a glass container factory in the town of Villafranca de los Barros (Badajoz), totalling 5.5 million euros.

• Award to build the Red Eléctrica Española, S.A., new office in San Martin, along with the Mur-terar Power Plant (220 kW) in the town of Alcudia (Palma de Mallorca). totalling 4.22 million euros.

• Construction of a new electrical substation in Palma de Mallorca for Endesa. totalling 2.6 mi-llion euros.

• Works to expand and improve the harbour of the town of Povoaçao on the San Miguel Island (Azores), for a total of 2.09 million euros.

In the Group Concessions area, noteworthy are the following significant events after the close:

• On February 27, 2013, Sacyr Concessions have disposed of a 35% stake it held in the “Auto-pista del Sol” (Costa Rica) to Globalvia, which also specializes in the concession of infrastruc-tures. This 76.8 kilometre road, joins the Costa Rican cities of San José y Caldera. The total amount of the operation totalled 103.3 million euros.

In the Group Services area, noteworthy are the following significant events after the close:

• February 2, 2013 saw the publication in the Official Spanish Gazette of Royal Decree Law 2/2013, of February 1, on urgent measures in the electrical system and the financial sector. This will have an impact on the asset impairment of Solucia, who used equity participation accounting totalling 21,538 thousand euros.

174 175


Statement

37 Environmental issues

In line with its environmental policy, the Group has a number of ongoing activities and projects to ensure compliance with current environmental legislation. Regarding contingencies in the en-vironmental area, the Group considers that these are adequately covered by the civil liability insurance policies outstanding, and it has therefore set aside no provision for this item in the consolidated financial statements at December 31 2011 and 2012.

38 Audit fees

Audit fees paid to all the auditors of the Parent company and its subsidiaries in the scope of consolidation in 2012 amounted to 1,774 thousand euros, compared with 1,912 thousand euros in 2011. Of these amounts, Ernst & Young received 1,578 thousand and 1,623 thousand euros respectively.

The Group´s auditors also invoiced the Group 482 thousand euros in 2012 and 451 thousand euros in 2011 for other work unrelated to accounting consultancy services.

The amounts paid to Ernst & Young made up less than 1% of its revenue.

39 Personnel

The average number of employees by gender and professional category in 2012 and 2011 was as follows:

2012 2011

Average no. of employees Women Men Women Men

5-year graduates 479 1,161 544 1,174

3-year graduates 339 686 361 678

Skilled technicians 167 1,721 164 2,025

Admin. staff 1,414 1,162 1,197 736

Rest 5,273 9,679 4,275 9,268

TOTAL 7,672 14,409 6,541 13,881

At December 31 2012, of the total workforce, 14,128 employees were assigned to Spain (13,589 in 2011) and 176 were directors or senior management (188 in 2011) including 7 women (7 in 2011).

The number of employees by gender and professional category at December 31 2012 and 2011 was as follows:

The detail of employee benefits expense incurred by the Group in 2012 and 2011 is as follows:

‘Wages, salaries and similar expenses’ for senior management and directors in 2012 totalled 35,015 thousand euros (35,065 thousand euros in 2011), and ``Social security costs´´ were 2,868 thousand euros (3,100 thousand euros in 2011).

As was stated in note 21.1 Empresa Mixta de Aguas de Las Palmas, S.A. holds a pension plan with its employees.


2012 2011

Average no. of employees Women Men Women Men

5-year graduates 459 1,126 520 1,158

3-year graduates 321 693 354 648

Skilled technicians 178 1,653 153 1,795

Admin. staff 1,479 1,318 1,250 668

Rest 5,188 9,518 4,305 9,811

TOTAL 7,625 14,308 6,582 14,080

Thousands of euros 2012 2011 (Re-stated)*

Wages, salaries and similar 596,774 584,968

Social security costs 156,912 153,525

TOTAL 753,686 738,493

176 177


Statement

40 Segment information

The Group is managed through a structure based around the following operating segments:

Holding Company: :the Group´s corporate structure represented by its holding company, Sacyr Vallehermoso, S.A.

- Construcción ( Sacyr Group and Somague Group): : the civil engineering and building business in Spain, Portugal, Italy, Angola, Panama, Chile, Cape Verde, Costa Rica, Mexico and Ireland.

- Concessions ( Sacyr Group Concessions): motorway, transport hub, airport and hospital conces-sion business.

-Services (Valoriza Group): multiservices business.

- Development (Vallehermoso Group): Residential development business.

- Property ( Testa Group): rental property business.

Repsol: Repsol: 9.73% of Repsol (10.01% in 2011) and its Parent, Sacyr Vallehermoso Participa-ciones Mobiliarias S.L.U.

The segment information also includes a column for``Consolidation adjustments´´.

The Group identified these segments based on the following factors:

- The businesses engage in similar economic activities.

- They provide users of the consolidated financial statements with the relevant financial infor-mation on the activities of the Group´s businesses and the economic environments in which it operates.

The management of the Group regularly reviews the operating results of the segments indivi-dually in order to make decisions on allocating resources and assess results and performance. Operating segments are assessed based on their operating income.

The tables below show the separate consolidated income statement and the consolidated state-ment of financial position for each of the Group´s operating segments for December 31 of 2011 and 2012, in thousands of euros:

178 179


Statement

2011

ASSETS HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATECONSOLIDATION

ADJUSTMENTS TOTAL

A. NON-CURRENT ASSETS 5,068,558 531,535 2,245,996 1,043,108 101,699 3,470,720 3,769,081 (5,435,376) 10,795,321

I. Property, plant and equipment 5,685 265,270 5,660 325,482 2,272 0 0 0 604,369

II. Concession projects 0 80,034 995,307 407,074 0 0 111,980 0 1,594,395

III. Investment properties 0 0 0 0 51,876 0 2,782,420 (210,690) 2,623,606

IV. Other intangible assets 1,089 902 138 12,853 0 0 0 0 14,982

V. Goodwill 0 26,802 0 117,388 0 0 0 0 144,190

VI. Investments accounted for using the equity method 0 14,875 89,023 38,316 5,342 3,470,720 3,914 (5,512) 3,616,678

VII. Receivables from concessions 0 22,262 891,723 79,039 0 0 6,371 24,782 1,024,177

VIII. Non-current financial assets 4,436,825 106,310 95,244 30,069 1,292 0 859,756 (5,250,316) 279,180

IX. Deferred tax assets 624,959 14,485 168,121 22,089 39,873 0 4,640 6,360 880,527

X. Other non-current assets 0 595 780 10,798 1,044 0 0 0 13,217

B. CURRENT ASSETS 341,067 3,493,745 629,745 720,965 1,735,462 444,663 154,432 (1,605,054) 5,915,025

I. Non-current assets held for sale 0 0 319,793 0 0 0 0 0 319,793

II. Inventories 997 397,903 265 9,623 1,657,132 0 0 256,080 2,322,000

III. Trade and other receivables 85,226 1,982,030 98,434 549,291 46,979 367,505 26,056 (802,526) 2,352,995

IV. Receivables from concessions 0 0 96,956 3,093 0 0 0 0 100,049

V. Current financial investments 242,793 793,179 31,240 22,637 7,371 70,575 1,546 (1,004,367) 164,974

VI. Derivative financial instruments 0 0 0 77 0 0 0 0 77

VII. Cash and cash equivalents 12,051 261,453 83,057 77,064 21,535 1,737 126,830 693 584,420

VIII. Other current assets 0 59,180 0 59,180 2,445 4,846 0 (54,934) 70,717

TOTAL ASSETS 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346

180 181


Statement

2011

LIABILITIES HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATECONSOLIDATION

ADJUSTMENTS TOTAL

A. NET EQUITY 1,957,733 903,560 51,776 374,392 4,554 57,415 1,297,667 (2,098,816) 2,548,281

NET EQUITY OF THE PARENT COMPANY 1,957,733 888,959 54,309 347,363 (72) 57,415 1,297,611 (2,102,389) 2,500,929

NET EQUITY MINORITY SHAREHOLDERS 0 14,601 (2,533) 27,029 4,626 0 56 3,573 47,352

B. NON-CURRENT LIABILITIES 1,513,462 295,558 2,171,925 509,633 635,704 3,789,711 2,465,114 (3,085,492) 8,295,615

I. Differed income 0 25,652 27,979 19,131 34 0 232 0 73,028

II. Provisions for risks and expenses 1,715 12,580 24,249 43,549 65,344 0 9,329 25 156,791

III. Interest-bearing loans and borrowings 528,153 113,966 1,158,143 340,719 340,447 2,361,620 2,401,681 20,440 7,265,169

IV. Non-current trade and other payables 940,687 141,772 712,752 64,478 219,191 1,428,091 30,853 (3,097,762) 440,062

V. Derivative financial instruments 0 0 201,010 28,341 0 0 11,944 0 241,295

VI. Deferred tax liabilities 42,907 1,521 46,305 13,415 10,688 0 11,075 (8,214) 117,697

VII. Non-current debts with associated companies 0 67 1,487 0 0 0 0 19 1,573

C. CURRENT LIABILITES 1,938,430 2,826,162 652,040 880,048 1,196,903 68,257 160,732 (1,856,122) 5,866,450

I. Liabilities associated with non-current assets held for sale 0 0 0 0 0 0 0 0 0

II. Interest-bearing loans and borrowings 250,992 334,268 311,146 225,458 989,506 64,527 138,903 171 2,314,971

III. Trade and other payables 200,474 2,326,920 257,653 336,942 192,910 2,002 10,703 (22,650) 3,304,954

IV. Current liabilities to Group associates 1,409,964 56,956 71,520 296,797 14,487 1,728 8,550 (1,833,570) 26,432

V. Derivative financial instruments 0 0 11,721 3,487 0 0 1,878 0 17,086

VI. Breakdown of trade provisions 77,000 108,018 0 17,364 0 0 625 0 203,007

VII. Other current liabilities 0 0 0 0 0 0 73 (73) 0

TOTAL LIABILITIES 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346

182 183


Statement

2011 (Re-stated)*

SEPARATE INCOME STATEMENT HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATECONSOLIDATION

ADjUSTMENTS TOTAL

Turnover 36,153 2,438,782 444,042 975,656 179,606 0 250,902 (504,895) 3,820,246

Turnover with third parties 85 1,966,419 507,108 437,176 170,605 (75,756) 250,882 692,911 3,949,430

Turnover with group companies 36,068 472,363 66,118 538,481 9,002 75,756 19 (1,197,807) 0

Work carried out by the company on its fixed assets 0 67 0 16,279 835 0 784 4,548 22,513

Other operating income 33,199 246,868 8,614 31,502 4,790 0 3,505 (67,582) 260,896

Allocation of subsidies 34 4,378 2,831 7,631 0 0 164 0 15,038

TOTAL OPERATING INCOME 69,386 2,690,095 455,487 1,031,068 185,231 0 255,355 (567,929) 4,118,693

Variation in inventory (157) 18,083 19 (1,631) (175,721) 0 0 (1,922) (161,329)

Supplies (3) (1,426,954) (4,073) (400,922) (11,440) 0 0 25,902 (1,817,490)

Personnel costs (22,029) (344,527) (14,451) (340,764) (11,118) 0 (5,540) (64) (738,493)

Earnings from the sale of property 0 0 0 0 (80) 0 0 0 (80)

Allowance for depreciation of fixed assets (2,867) (50,024) (24,919) (51,918) (2,521) 0 (43,882) (9,329) (185,460)

Impairment loss on goodwill 0 0 0 0 0 0 0 (18,230) (18,230)

Variation in trade provisions (76,900) 10,508 (3,355) (13,641) (20,101) 0 (4,254) (26) (107,769)

Variations provisions property, plant and equipment 0 (419) 0 (32) 0 0 3,202 0 2,751

Other operating costs (58,010) (795,670) (347,319) (132,510) (39,952) (137) (49,607) 545,465 (877,740)

TOTAL OPERATING EXPENSES (159,966) (2,589,003) (394,098) (941,418) (260,933) (137) (100,081) 541,796 (3,903,840)

OPERATING INCOME (90,580) 101,092 61,389 89,650 (75,702) (137) 155,274 (26,133) 214,853

PROFIT/LOSS ASSOCIATES 0 915 (77,174) 5,287 (94) 1,160 1 (602,026) (671,931)

GAIN/LOSS DISPOSAL OF ASSETS 20 (2,125) 28 (4,502) (22) (1,118,355) 0 1 (1,124,955)

Investment income 124,757 0 0 0 0 0 0 (124,757) 0

Revenues from marketable securities and fixed asset loans 85,577 26,999 7,999 422 0 133 0 (101,132) 19,998

Other interests and similar income 0 14,009 5,405 3,989 2,843 0 31,500 (30,766) 26,980

Exchange rate difference 0 202 19 298 0 0 0 (11) 508

TOTAL FINANCIAL INCOME 210,334 41,210 13,423 4,709 2,843 133 31,500 (256,666) 47,486

Financial and similar expenses (100,760) (45,677) (97,801) (45,182) (55,503) (299,091) (82,669) 130,612 (596,071)

Variation in the provisions for financial investments (204,891) (2,470) (22,496) (15) (571) 0 0 204,481 (25,962)

Net finance costs allocated to investment 0 0 7,493 285 2,086 0 0 0 9,864

Variation in fair value of financial instruments 0 0 (7,717) 67 0 0 0 7,882 232

Exchange rate difference (41) 0 0 0 0 0 0 41 0

TOTAL FINANCIAL COSTS (305,692) (48,147) (120,521) (44,845) (53,988) (299,091) (82,669) 343,016 (611,937)

NET FINANCE GAIN/LOSS (95,358) (6,937) (107,098) (40,136) (51,145) (298,958) (51,169) 86,350 (564,451)

CONSOLIDATED LOSS/GAIN BEFORE TAX (185,918) 92,945 (122,855) 50,299 (126,963) (1,416,290) 104,106 (541,808) (2,146,484)

Income tax 30,532 (28,678) 71,861 (11,941) 34,667 296,511 (31,593) 178,232 539,591

LOSS/GAIN ON ONGOING ACTIVITIES (155,386) 64,267 (50,994) 38,358 (92,296) (1,119,779) 72,513 (363,576) (1,606,893)

LOSS/GAIN FOR THE YEAR FROM DISCONTINUED OPERATIONS 100,117 0 4,766 0 0 0 0 (100,117) 4,766

CONSOLIDATED PROFIT FOR THE YEAR (55,269) 64,267 (46,228) 38,358 (92,296) (1,119,779) 72,513 (463,693) (1,602,127)

MINORITY SHAREHOLDERS 0 (1,293) 3,764 (2,889) (818) 0 (2) (766) (2,004)

PARENT COMPANY (55,269) 62,974 (42,464) 35,469 (93,114) (1,119,779) 72,511 (464,459) (1,604,131)


184 185


Statement

2012

ASSETS HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATECONSOLIDATION

ADjUSTMENTS TOTAL

A. NON-CURRENT ASSETS 4,532,888 513,483 2,015,882 1,002,030 95,881 2,707,028 3,638,108 (4,718,064) 9,787,236

I. Property, plant and equipment 4,684 244,473 5,459 295,966 2,119 0 0 11 552,712

II. Concession projects 0 85,239 770,757 400,255 0 0 117,981 10,326 1,384,558

III. Investment properties 0 0 0 0 49,430 0 2,665,442 (220,797) 2,494,075

IV. Other intangible assets 726 523 89 10,276 0 0 0 0 11,614

V. Goodwill 0 25,803 0 117,325 0 0 0 0 143,128

VI. Investments accounted for using the equity method 0 19,176 79,318 40,084 4,930 2,468,289 3,324 (8,615) 2,606,506

VII. Receivables from concessions 0 22,977 816,608 78,175 0 0 5,944 26,802 950,506

VIII. Non-current financial assets 3,733,466 91,303 115,588 27,228 670 0 839,355 (4,490,731) 316,879

IX. Derivative financial instruments 0 0 0 0 0 0 39 0 39

X. Deferred tax assets 794,012 23,394 228,063 31,633 38,370 238,739 6,023 (35,060) 1,325,174

XI. Other non-current assets 0 595 0 1,088 362 0 0 0 2,045

B. CURRENT ASSETS 169,219 3,215,255 554,213 629,977 1,560,286 483,294 196,527 (1,634,758) 5,174,013

I. Non-current assets held for sale 0 0 199,668 0 0 0 0 0 199,668

II. Inventories 314 280,730 725 16,941 1,442,081 0 0 255,757 1,996,548

III. Trade and other receivables 63,749 1,926,114 91,410 448,659 89,174 423,861 44,849 (1,003,056) 2,084,760

IV. Receivables from concessions 0 54 117,365 3,170 0 0 0 0 120,589

V. Current financial investments 100,642 748,626 22,969 14,597 3,943 57,805 16,616 (860,393) 104,805

VI. Derivative financial instruments 0 0 1,953 0 0 0 0 420 2,373

VII. Cash and cash equivalents 4,514 226,640 120,123 113,519 22,422 43 135,062 3,014 625,337

VIII. Other current assets 0 33,091 0 33,091 2,666 1,585 0 (30,500) 39,933

TOTAL ASSETS 4,702,107 3,728,738 2,570,095 1,632,007 1,656,167 3,190,322 3,834,635 (6,352,822) 14,961,249

186 187


Statement

2012

LIABILITIES HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATECONSOLIDATION

ADjUSTMENTS TOTAL

A. NET EQUITY 1,171,754 789,746 312,480 363,967 (85,029) 92,629 1,320,438 (2,489,829) 1,476,156

NET EQUITY OF THE PARENT COMPANY 1,171,754 781,228 302,471 341,692 (91,740) 92,629 1,320,385 (2,490,657) 1,427,762

NET EQUITY MINORITY SHAREHOLDERS 0 8,518 10,009 22,275 6,711 0 53 828 48,394

B. NON-CURRENT LIABILITIES 1,514,212 348,829 1,729,655 588,188 667,817 3,050,986 1,794,521 (1,970,301) 7,723,907

I. Differed income 0 27,618 26,637 14,538 34 0 12,233 0 81,060

II. Provisions for risks and expenses 1,715 10,796 85,471 44,105 47,387 0 8,887 68 198,429

III. Interest-bearing loans and borrowings 558,788 98,044 1,083,831 381,472 387,402 2,378,030 1,715,922 31,326 6,634,815

IV. Non-current trade and other payables 910,802 200,803 301,071 98,559 220,140 672,956 31,386 (1,947,692) 488,025

V. Derivative financial instruments 0 0 164,405 36,518 0 0 14,475 1,358 216,756

VI. Deferred tax liabilities 42,907 (187) 66,687 12,996 12,854 0 11,618 (43,608) 103,267

VII. Non-current debts with associated companies 0 11,755 1,553 0 0 0 0 (11,753) 1,555

C. CURRENT LIABILITES 2,016,141 2,590,163 527,960 679,852 1,073,379 46,707 719,676 (1,892,692) 5,761,186

I. Interest-bearing loans and borrowings 247,388 340,526 380,732 149,637 873,582 46,448 698,790 1,680 2,738,783

II. Trade and other payables 125,916 1,986,932 60,751 354,787 158,030 79 11,539 (21,754) 2,676,280

III. Current liabilities to Group associates 1,602,322 46,934 70,663 136,884 31,565 180 6,063 (1,872,612) 21,999

IV. Derivative financial instruments 0 0 15,814 4,363 0 0 2,754 146 23,077

V. Breakdown of trade provisions 40,515 215,771 0 34,181 10,202 0 378 0 301,047

VI. Other current liabilities 0 0 0 0 0 0 152 (152) 0

TOTAL PASIVO 4,702,107 3,728,738 2,570,095 1,632,007 1,656,167 3,190,322 3,834,635 (6,352,822) 14,961,249

188 189


Statement

2012CONSOLIDATION

ADjUSTMENTSSEPARATE INCOME STATEMENT HOLDING CONSTRUCTION CONCESSIONS SERVICES DEVELOPMENT REPSOL REAL ESTATE TOTAL

Turnover 51,536 1,975,525 267,212 1,107,153 189,885 0 251,627 (229,205) 3,613,733

Turnover with third parties 0 1,702,585 245,257 1,045,039 189,860 0 246,148 184,844 3,613,733

Turnover with group companies 51,536 272,940 21,956 62,114 26 0 5,479 (414,051) 0

Work carried out by the company on its fixed assets 0 757 0 11,870 0 0 719 4,280 17,626

Other operating income 1 170,613 7,999 31,804 9,554 0 4,139 (48,615) 175,495

Allocation of subsidies 403 1,075 759 3,881 0 0 0 0 6,118

Earnings from the sale of property 0 0 0 0 38 0 21,771 (7,631) 14,178

TOTAL OPERATING INCOME 51,940 2,147,970 275,970 1,154,708 199,477 0 278,256 (281,171) 3,827,150

Variation in inventory 0 (151,560) 0 2,279 (206,957) 0 0 (1) (356,239)

Supplies 0 (957,921) (1,828) (471,388) (38,460) 0 0 (71,502) (1,541,099)

Personnel costs (18,541) (337,871) (16,883) (365,325) (9,270) 0 (5,734) (62) (753,686)

Earnings from the sale of property 0 0 0 0 (85) 0 (2,408) 0 (2,493)

Allowance for depreciation of fixed assets (1,977) (57,839) (24,628) (53,894) (2,169) 0 (43,900) (3,035) (187,442)

Impairment loss on goodwill 0 0 0 0 0 0 0 0 0

Variation in trade provisions (93,515) (122,188) (4,889) (44,823) 5,574 0 (524) 24 (260,341)

Variations provisions property, plant and equipment 0 (586) (47,873) (1,229) 0 0 (54,301) (1) (103,990)

Other operating costs (42,289) (585,839) (163,136) (143,189) (27,824) (193) (52,337) 347,260 (667,547)

TOTAL OPERATING EXPENSES (156,322) (2,213,804) (259,237) (1,077,569) (279,191) (193) (159,204) 272,683 (3,872,837)

OPERATING INCOME (104,382) (65,834) 16,733 77,139 (79,714) (193) 119,052 (8,488) (45,687)

PROFIT/LOSS ASSOCIATES 0 1,067 (2,042) (8,750) (266) (858,829) (590) 54 (869,356)

GAIN/LOSS DISPOSAL OF ASSETS 0 2,240 45 (2,170) (184) 0 (54) 3 (120)

Investment income 95,988 0 0 0 0 0 0 (95,988) 0

Revenues from marketable securities and fixed asset loans 85,805 31,120 7,025 202 0 101 0 (110,372) 13,881

Other interests and similar income 0 15,839 2,478 6,953 3,251 0 34,180 (34,685) 28,016

Exchange rate difference 77 0 0 638 0 0 0 (236) 479

TOTAL FINANCIAL INCOME 181,870 46,959 9,503 7,793 3,251 101 34,180 (241,281) 42,376

Financial and similar expenses (108,544) (39,498) (106,101) (42,901) (54,834) (179,194) (66,145) 143,008 (454,209)

Variation in the provisions for financial investments (828,941) 204 (28,094) (53) (340) 0 0 820,548 (36,676)

Net finance costs allocated to investment 0 0 5,773 0 1,955 0 0 17 7,745

Variation in fair value of financial instruments 0 0 (9,605) (36) 0 0 0 (20) (9,661)

Exchange rate difference 0 (231) (5) 0 0 0 0 236 0

TOTAL FINANCIAL COSTS (937,485) (39,525) (138,032) (42,990) (53,219) (179,194) (66,145) 963,789 (492,801)

NET FINANCE GAIN/LOSS (755,615) 7,434 (128,529) (35,197) (49,968) (179,093) (31,965) 722,508 (450,425)

CONSOLIDATED LOSS/GAIN BEFORE TAX (859,997) (55,093) (113,793) 31,022 (130,132) (1,038,115) 86,443 714,077 (1,365,588)

Income tax 73,353 (4,230) 29,318 (17,351) 37,934 292,524 (25,881) 100 385,767

LOSS/GAIN ON ONGOING ACTIVITIES (786,644) (59,323) (84,475) 13,671 (92,198) (745,591) 60,562 714,177 (979,821)

LOSS/GAIN FOR THE YEAR FROM DISCONTINUED OPERATIONS 0 0 (82,730) 0 0 0 0 85,799 3,069

CONSOLIDATED PROFIT FOR THE YEAR (786,644) (59,323) (167,205) 13,671 (92,198) (745,591) 60,562 799,976 (976,752)

MINORITY SHAREHOLDERS 0 (880) 3,406 (1,542) (2,085) 0 1 316 (784)

PARENT COMPANY (786,644) (60,203) (163,799) 12,129 (94,283) (745,591) 60,563 800,292 (977,536)

190 191


Statement

41 Disclosures by geographic location

The table below shows the external income, gross assets and acquisition of property, plant and equipment by business and geographic area in 2012 and 2011:

(*) As has been indicated in Note 3 the separate consolidated statement has been restated at December 31, 2011.

2012 2011 (Re-stated)*

Turnover Gross AssetsPurchase of fixed assets Turnover Gross Assets

Purchase of fixed assets

Ongoing Holding Activities 51,536 38,177 613 36,153 37,644 687

Spain 51,536 38,177 613 36,153 37,644 687

Ongoing Construction Activities 1,975,525 652,057 62,149 2,438,782 647,168 97,187

Spain 942,525 246,945 2,056 1,253,828 246,803 13,590

Chile 78,567 18,465 2,591 100,369 14,894 2,559

Costa Rica 640 56 0 5,025 2,763 0

Italy 147,812 39,668 16,262 242,272 50,985 24,307

Panama 311,124 155,249 33,298 182,702 126,023 50,167

Portugal 152,805 148,382 6,932 374,721 147,398 4,368

Others 5,455 18,052 128 2,779 19,743 122

Cape Verde 21,970 11,122 137 37,258 11,210 324

Angola 310,171 14,081 710 240,534 27,347 1,749

Ireland 4,456 37 35 (706) 2 1

Ongoing Concession Activities 267,213 896,217 35,080 444,042 1,199,900 283,661

Spain 87,384 855,921 31,116 196,085 915,524 247,228

Chile 74,051 1,456 466 68,164 1,015 943

Brazil 0 0 0 0 0 0

Portugal 72,881 146 1,628 146,914 131,802 34,763

Costa Rica 14,683 5,109 1,739 14,758 5,074 483

Ireland 18,214 33,585 131 18,121 146,485 244

United States 0 0 0 0 0 0

Others 0 0 0 0 0 0

Ongoing Service Activities 1,107,153 1,025,512 43,383 975,656 1,013,586 55,015

Spain 821,771 684,702 31,751 803,684 677,321 44,466

Portugal 73,288 336,299 11,294 74,947 331,624 9,981

Brazil 7,700 588 34 8,154 628 175

Algeria 12,020 3,690 15 4,688 3,929 309

Israel 80,851 0 0 10,459 0 0

Australia 94,961 8 64 73,724 84 84

Chile 13,214 219 219 0 0 0

Others 3,348 6 6 0 0 0

Ongoing Development Activities 189,885 70,788 92 179,606 71,558 1,374

Spain 186,182 18,743 82 174,213 19,555 995

Portugal 3,703 52,045 10 5,393 52,003 379

Ongoing Equity Activities 251,627 3,345,892 12,211 250,902 3,361,598 15,511

Spain 208,789 2,641,887 10,352 207,399 2,656,020 14,304

France 30,913 598,491 0 30,851 598,491 0

USA 11,925 105,514 1,859 12,652 107,087 1,207

Total ongoing activities 3,842,939 6,028,643 153,528 4,325,141 6,331,454 453,435

Consolidation adjustments (229,206) (171,691) 12,849 (504,895) (166,716) 8,009

Total Discontinued Operations 31,239 0 0 129,184 0 0

192 193


Statement

APPENDIX I TO THE CONSOLIDATED FINANCIAL STATEMENTS SCOPE OF CONSOLIDATION 2011

N.B.: Indirect shareholdings are calculated based on the owner of the holding.

CompanyPercentage

shareholding Shareholder Investment

(Thous. euros) Consolidation method Activity carried outShare

Capital Reserves Earnings/lossInterim

dividend

SACYR VALLEHERMOSO GROUP

Corporations and Holdings

Sacyr Vallehermoso, S.A. Holding of 422,598 1,673,106 (55,269) (40,843)

Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group

Sacyr Vallehermoso Participaciones Mobiliarias, S.L. 100.00% Sacyr Vallehermoso, S.A. 200.00 Full Ownership of shares 200,000 144,128 (493,028) -

Paseo de la Castellana, Madrid 83-85. integration in Repsol, SA

CONSTRUCTION


Sacyr, S.A.U 100.00% Sacyr Vallehermoso, S.A. 297.83 Full Construction 52,320 537,980 53,083 -

Paseo de la Castellana, 83-85 Madrid. integration holding

Inchisacyr, SA 90.25% Sacyr Vallehermoso, S.A. 4.54 Full Ownership of shares 2,400 (479) 54 -

Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr, S.A.U. 0.27 integration in Sacyr Chile

Sacyr Chile, S.A. 91.75% Sacyr, S.A.U. 13.13 Full Ownership of shares 14,278 18,024 20 -

Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2.56 integration in Chilean construction companies

Somague, S.G.P.S. 100.00% Sacyr Vallehermoso, S.A. 229.40 Full Somague Engenharia 130,500 19,443 7,496 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration holding

Sacyr Mexico, S.A. de C.V. 99.998% Sacyr, S.A.U. 0.012 Full Construction 12 254 (234) -

Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación Cuauhté-moc, Mexico D.F. - Mexico 0.002% Prinur, S.A.U. 0.00000006 integration in Mexico

Construction

Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4.12 Full Blasting, explosives 5,151 29,910 1,346 -

Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr, S.A.U. 0.85 integration and perforations

Scrinser, S.A. 85.00% Sacyr, S.A.U. 0.51 Full Construction of 601 48,955 7,022 -

Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona. integration civil works

Prinur, S.A.U. 100.00% Sacyr, S.A.U. 3.18 Full Construction of 3,185 12,209 6,048 -

Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J Seville. integration civil works

Prinur Centroamérica, S.A. 99.17% Prinur, S.A.U. 0.010 Full Construction of 10 12 - -

El Salvador. integration civil works

Ideyco, S.A.U. 100.00% Prinur, S.A.U. 0.30 Full Technical testing and 301 (990) (500) -

Calle Jarama,, s/n, parcela 8 nave 3 Toledo. integration quality control

Cavosa Chile, S.A. 100.00% Cavosa, S.A. 0.98 Full Blasting, explosives 2,583 913 17 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. integration and perforations

Febide, S.A.U. 100.00% Sacyr, S.A.U. 0.75 Full Construction of 601 455 (77) -

Calle Gran Vía 35 5ª Vizcaya. integration civil works

Sacyr Agua Santa,S.A. 50.00% Sacyr Chile, S.A. 0.04 Proportional Construction 74 - 414 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. integration in Chile

Constructora ACS-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0.07 Proportional Construction 185 (100) (10) -


Constructora Sacyr-Necso, S.A. 50.00% Sacyr Chile, S.A. 0.006 Proportional Construction 17 37 - -

Magdalena 140, oficina 501, comuna de Las Condes Chile. integration in Chile

Constructora Necso-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0.006 Proportional Construction 17 81 17,607 -


194 195


Statement

Obras y Servicios de Galicia y Asturias S.A.U. 100.00% Sacyr, S.A.U. 1.45 Full Construction of 1,000 (19) (79) -

Plaza de Vigo 2 , Santiago de Compostela. integration civil work

Tecnologica Lena, S.L. 35.00% Sacyr, S.A.U. 0.32 Proportional Construction of 906 (1,447) 26 -

Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0.14 integration civil work

Constructora San José - San Ramón, S.A. 33.00% Sacyr Costa Rica, S.A. 0.05 Proportional Construction of corridor 155 (64) (4) -

Distrito séptimo La Uruca, cantón primero Costa Rica. Integration San José - San Ramón

Constructora San José - Caldera CSJC, S.A. 33.00% Sacyr Costa Rica, S.A. 0.0005 Proportional Construction of corridor 1 7,066 (847) -

Alajuela - Costa Rica. Integration San José - Caldera

SIS, S.C.P.A. 60.00% Sacyr, S.A.U. 9.00 Full Construction 15,000 - - -

Vian Invorio, 24/A, Turín - Italia. Integration in Italy

Nodo Di Palermo, S.p.A. 99.8% SIS, S.C.P.A. 39.92 Full Construction 40,000 - - -

Vian Invorio, 24/A, Turín - Italia. Integration in Italy

Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199.99 Full Construction 200,000 836 1,471 -

Vian Invorio, 24/A, Turín - Italia. 0.1% Itinere Infraestructuras, S.A. 0.01 Integration in Italy

Somague Engenharia, S.A. 100.00% Somague, SGPS 58.45 Full Construction of 58,450 12,687 8,576 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. Integration civil work and engineering

Sacyr Costa Rica, S.A. 100.00% Sacyr, S.A.U. 1.38 Full Construction 1,383 1,534 (3) -

San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa Rica. Integration in Costa Rica

Eurolink, S.c.p.A. 18.7% Sacyr, S.A.U. 28.05 Equity Construction 37,500 - - -

Corso D'Italia, 83 .Roma - Italia. method in Italy

Sacyr Ireland Limited 100.00% Sacyr, S.A.U. 42.72 Full Construction 42,722 2,288 1,676 -

Unit 11, Harmony court, harmony rowIreland.Dublin 2 - Ireland. Integration in Ireland

N6 Construction Limited 42.5% Sacyr Ireland Limited 0.00002 Proportional Construction - (50,102) (32,979) -

70, Sir John Rogerson’s Quay Dublin 2 - Ireland. integration in Ireland

M50 (D&C) Limited 42.5% Sacyr Ireland Limited 0.000085 Proportional Construction - (10,892) 2,146 -

70, Sir John Rogerson’s Quay Dublin 2 - Ireland. integration in Ireland

Sacyr Servicios Mexico, S.A. de C.V. 99.998% Sacyr Mexico, S.A. de C.V. 0.044 Full Construction 3 15 2 -

Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, Mexico D.F. - Mexico 0.002% Sacyr S.A.U. 0.00 Integration in Mexico

SV-LIDCO Construcciones Generales 60.00% Sacyr, S.A.U. 3.31 Full Construction 5,360 (12,578) (3,175) -

Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libya. Integration in Libya

Sacyr Panamá, S.A. 100.00% Sacyr, S.A.U. 1.41 Full Construction 1,147 (526) (154) -

Panama City, Panama integration in Panama

Grupo Unidos por el Canal, S.A. 48.00% Sacyr Vallehermoso, S.A. 0.28 Proportional Construction 600 7,395 4,613 -

Panama City, Panama integration in Panama

Sacyr India Infra Projects Private Limited 99.98% Sacyr S.A.U. 0.36 Full Construction 353 7 (256) -

SF-08, Second Floor, Vasant Square Mall Vasant Kunj- New Delhi-110070, Delhi, India. 0.02% Cavosa, S.A 0.00 integration in India

Sacyr Peru, S.A.C. 99.99% Sacyr S.A.U. 0.043 Full Construction 43 (17) (209) -

C/ Monteflor 655 - Dpto 202, Lima. Peru. 0.01% Cavosa, S.A 0.00 integration in Peru

Sacyr Colombia, S.A. 99.00% Sacyr, S.A.U. 2.74 Full Construction 2,775 (1,526) (157) -

Transv. 19A- N98-12 Oficina 801A. Bogotá. Colombia 1.00% 0.03 integration in Colombia

New technologies

Build2Edifica, S.A. 6.16% Sacyr, S.A.U. 0.82 Equity Construction portal 60 2,204 188 -

Carretera de la Coruña-A6-, KM. 22,500-Las Rozas - Madrid. method on Internet

CONCESSIONS


Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 366.07 Full Concession 394,667 (33,580) (157,999) -


Itinere Infraestructuras, S.A. 15.48% Sacyr Vallehermoso, S.A. 173.04 Proportional Concession 105,510 702,635 (73,123) -

Paseo de la Castellana, 83-85 Madrid. integration exploitation

Somague Concessoes, S.A. 100.00% Sacyr Concesiones, S.L. 31.49 Full Concession 20,545 26,984 7,430 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration exploitation

196 197


Statement

SyV Conc. Costa Rica, S.A. 100.00% Sacyr Vallehermoso, S.A. 4.71 Full Shareholding 956 3,900 (106) -

San José, Edificio Terraforte, 4º Costa Rica. integration in concessions in Costa Rica

SyV CR Valle del Sol, S.A. 100.00% Sacyr Vallehermoso, S.A. 16.28 Full Shareholding 641 16,507 2 -


Sacyr Concesiones Limited 100.00% Sacyr Concesiones, S.L. 30.16 Full Concessions 30,159 59 2,344 -

5th Floor, Harmony Court, Harmony Row Dubin 2 - Ireland. integration holding

M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0.02 Proportional Concession holding 50 (1) - -

25-28 North Wall Quay Dublin 1 - Ireland. integration

N6 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0.02 Proportional Concession 50 - - -

25-28 North Wall Quay Dublin 1 - Ireland. integration holding

SyV Mexico Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0.03 Full Works construction 162 (178) (9) -

Paseo de la Reforma, 350 Mexico D.F. - Mexico 0.002% Neopistas, S.A.U. 0.00 integration in the Unites States of Mexico

Concession companies

Neopistas, S.A.U. (NEOPISTAS) 100.00% Sacyr Concesiones, S.L. 3.04 Full Construction and exploitation 1,684 (1,223) (686) -

Paseo de la Castellana, 83-85 Madrid. integration of service areas

Aeropuertos de la Rg. de Murcia, S.A. 12.86% Sacyr Vallehermoso, S.A. 0.08 Equity Construction and exploitation 575 (47) 8 -

Calle Juan Antonio Hernandez del Aguila 4, 3º A Murcia. method of aiports

Autovía del Noroeste Concesionaria de la CARM, S.A. (AUNOR) 100.00% Autovías de Peaje en Sombra, S.L. 14.46 Full Motorway concession 14,460 6,857 2,256 -

Calle Molina del Segura, 8 Murcia. integration in North east

Metro de Seville Sociedad Conc. de la Junta de Andalucia, S.A. 32.77% Sacyr Concesiones, S.L. 42.03 Equity Exploitation line 1 126,820 11,514 5,784 -

Calle Carmen Vendrell, s/n Seville. method Seville Metro

Alazor Inversiones, S.A. (ALAZOR) 25.16% Sacyr Vallehermoso, S.A. 56.25 Equity Concession 223,600 (227,319) (20,776) -

Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odon - Madrid. method Motorway R-3 and R-5

Sociedad Concesionaria de Palma-Manacor, S.A. 40.00% Sacyr Concesiones, S.L. 7.45 Proportional Concession C-715 road 19,650 (12,785) (3,027) -

Carretera Palma-Manacor Km 25,500 Algaida - Mallorca integration Palma - Manacor

Inversora de Autopistas del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99.83 Equity Concession Motorway R-4 44,185 129,930 (13,490) -

Plaza Manuel Gómez Moreno,2 Madrid method

Autovía del Turia, Conc. de la Generalitat Valenciana, S.A. 89.00% Autovías de Peaje en Sombra, S.L. 23.33 Full Concession motorway CV-35 together with 36,250 (18,175) (6,275) -

CV-35 Km - PK 8.500 Paterna - Valencia. integration the northern bypass, CV-50

Viastur Concesionaria del Principado de Asturias, S.A. 70.00% Sacyr Concesiones, S.L. 10.03 Full Motorway concession AS-18 14,326 (21,496) (6,490) -

Lugo de Llanera - Llanera - Asturias. integration and doubling of the AS-17

Autopistas del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15.30 Full Exploitation of concessions 641 16,507 2 -

San José, Edificio Terraforte, Cuarto Piso - Costa Rica integration

Autopista del Valle S.A. 35.00% SyV Conc. Costa Rica, S.A. 4.78 Proportional Road concession 2,370 10,998 - -

San José, Edificio Terraforte, Cuarto Piso - Costa Rica integration "San José - San Ramón"

Intercambiador de Transportes de Moncloa, S.A. 100.00% Conc. Intercambiadrores de Transporte, S.L. 18.07 Full Construction and exploitation of 16,862 (7,239) 1,918 -

Paseo de la Castellana, 83-85 Madrid. integration Moncloa hub

Autovía del Eresma Conc. de la.Junta de Castilla y León, S.A. 80.00% Sacyr Concesiones, S.L. 13.11 Full Construction and exploitation 17,000 (10,755) (1,268) -

Carbonero el Mayor - Segovia integration Valladolid-Segovia motorway

Autovía del Barbanza Conc. de la Xunta de Galicia, S.A. 80.00% Sacyr Concesiones, S.L. 7.52 Full Construction and exploitation 9,400 (15,645) (4,670) -

Calle Vilariño Boiro La Coruña. integration Barbanza motorway

Autopista del Guadalmedina Concesionaria Española, S.A. 40.00% Sacyr Concesiones, S.L. 44.57 Equity Construction and exploitation 55,123 40,471 (1,945) -

Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. method Málaga motorway

Hospital de Majadahonda, S.A. 20.00% Sacyr Concesiones, S.L. 3.66 Equity Concession hospital Majadahonda 18,283 (8,462) 5,483 -

Calle Joaquín Rodrigo, 2 Majadahonda Madrid. method

Hospital de Parla, S.A. 100.00% Sacyr Concesiones, S.L. 11.82 Full Construction and concession 11,820 (246) 1,523 -

Paseo de la Castellana, 83-85 integration Hospital of Parla

198 199


Statement

Hospital del Noreste, S.A. 100.00% Sacyr Concesiones, S.L. 14.30 Full Construction and concession 14,300 (1,607) 1,553 -

Paseo de la Castellana, 83-85 5.00% integration Hospital del Noreste

Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de Transporte, S.L. 19.50 Full Construction and concession 19,505 (1,560) 1,314 -

Paseo de la Castellana, 83-85 Madrid 5.00% integration Plaza Eliptica hub

Autovía del Arlanzón, S.A. 95.00% Sacyr Vallehermoso, S.A. 22.53 Full Motorway concession 23,723 (5,242) 387 -

Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% Valoria Conserv. e Infraest. S.A. 1.18 integration Santo Tomé de Puerto-Burgos

Inversora Autopista de Levante, S.L. 40.00% Sacyr Concesiones, S.L. 42.29 Equity Concession of the 67,919 (33,686) (12,221) -

Plaza Manuel Gómez Moreno,2 edificio Alfredo Mahou Madrid. 20.00% method Ocaña - La Roda Motorway

Hospital Majadahonda Explotaciones, S.L. 25.00% Sacyr Concesiones, S.L. 0.0025 Equity Construction and concession 10 2,916 982 -

Calle Joaquón Rodrigo, 2 Majadahonda Madrid. method Hospital of Majadahonda

Autovía de Peaje en Sombra, S.L. 51.00% Sacyr Concesiones, S.L. 7.86 Proportional Construction, conservation and exploitation 7,704 7,489 777 -

Paseo de la Castellana, 83-85 Madrid integration of infrastructures

Conc. Intercambiadores de Transporte, S.L. 51.00% Sacyr Concesiones, S.L. 6.82 Proportional Construction, conservation and exploitation 7,518 5,469 (987) -


N6 Concession Ltd 100.00% N6 Concession Hoilding Ltd 0.05 Proportional Construction and concession of the 50 (18,600) (8,770)

25-28 North Wall Quay Dublin 1 - Ireland. integration N6 Galway –Ballinasloe section

N6 Operations Ltd 50.00% Sacyr Concesiones Limited 0.00 Proportional Conservation and exploitation of the - 128 744 -

25-28 North Wall Quay Dublin 1 - Ireland. integration N6 Galway –Ballinasloe section

M50 Concession Ltd 100.00% M50 Concession Holding Ltd 0.05 Proportional Construction and concession M50 50 (37,223) 236 -

25-28 North Wall Quay Dublin 1 - Ireland. integration Dublin ringroad

SyV Servicios Mexico, S.A. de C.V. 99.998% SyV Mexico Holding, S.A. de C.V. 0.003 Full Works construction 3 (5) (1) -

Delegación Coyoacán, Mexico D.F. - Mexico. 0.002% Sacyr Vallehermoso, S.A. 0.000010 integration In the United States of Mexico

Tenemetro, S.L. 30.00% Sacyr Concesiones, S.L. 0.63 Equity Conservation and exploitation of 9,000 (7,473) (764) -

Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife method the metro of Tenerife

Sacyr Concesiones Chile, S.A. 78.49% Sacyr Concesiones, S.L. 16.14 Full Construction and exploitation of 19,038 1,918 896 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 21.51% Sacyr Chile, S.A. 4.41 integration Concession in Chile

S.C. Valles del Desierto, S.A. 60.00% Sacyr Concesiones Chile, S.A. 21.60 Full Construction and exploitation of 35,917 5,366 (1,102) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 60.00% Sacyr Concesiones Chile, S.A. 35.96 integration Concessions in Chile

Sacyr Operación y Servicios, S.A. 88.67% Sacyr Concesiones Chile, S.A. 0.82 Full Construction and exploitation of 916 (24) (370) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 11.33% Sacyr Concesiones, S.A. 0.100 integration Concessions in Chile

Hospitales Concesionados, S.L. 100.00% Sacyr Concesiones, S.L. 0.018 Full Conservation and exploitation of 18 (1) (3) -

Paseo de la Castellana, 83-85 Madrid. integration Hospital infrastructures

Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. 66.665% Sacyr Concesiones, S.L. 15.17 Full Construction 25,000 (116) (19) -

Calle Molina de Segura, 8 Torrelago integration In Spain

Sociedad Concesionaria Valles del Bio Bio, S.A. 51.00% Sacyr Concesiones Chile, S.A. 26.100 Full Construction and conservation of 51,189 1,538 (385) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile Sacyr Concesiones Chile, S.A. integration the Concepción-Cabrero motorway

Sociedad Concesionaria Rutas del Desierto, S.A. 51.00% Sacyr Concesiones Chile, S.A. 15.440 Full Construction and conservation of 30,281 910 (171) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile Sacyr Concesiones Chile, S.A. integration Public works Iquique

SERVICES


Valoriza Gestión, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 165.54 Full Services holding 122,133 69,107 12,842 -

Paseo de la Castellana, 83-85 Madrid. integration services

Somague Ambiente, S.A. 100.00% Valoriza Gestión, S.A.U. 15.30 Full Consultancy and management 10,000 38,841 1,476 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration environmental

Valoriza Energía, S.L.U. 100.00% Valoriza Gestión, S.A.U. 31.52 Full Energy generation 20,545 26,984 7,430 -

200 201


Statement

Paseo de la Castellana, 83-85 Madrid integration projects

Valoriza Agua, S.L. 100.00% Valoriza Gestión, S.A.U. 95.40 Full Consultancy and management 83,841 10,370 6,015 -

Paseo de la Castellana, 83-85 Madrid integration environmental

Valoriza Facilities, S.A.U. 100.00% Valoriza Gestión, S.A.U. 1.48 Full Integral management of 1,181 5,386 4,427 -

Paseo de la Castellana, 83-85 Madrid integration Rental property

Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135.31 Full Environmental management 17,129 39,230 12,868 -

Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0.21 integration

Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3.10 Proportional Maritime services 3 3,573 2,067 -

Calle Ayala, 6 Madrid integration

Enervalor Naval, S.L. 40.00% Valoriza Gestión, S.A.U. 0.18 Equity Construction and maintenance 450 (258) (4) -

Lugar Santa Tecla, 69 Vigo - Pontevedra method of wind farms

Services

Environment

Valoriza Conservación de Infraestructuras, S.A. 100.00% Valoriza Gestión, S.A.U. 0.74 Full Consultancy and management 750 3,078 1,336 -

Paseo de la Castellana, 83-85 Madrid integration environmental

Energy

Repsol, S.A. 10.01% Sacyr Vallehermoso Partic.Mobii.S.L. 3.264.40 Equity Integral international 1,221,000 20,759,000 2,193,000 (635,000)

Calle Méndez Alvaro, 44 Madrid method Petroleum and gas company

Iberese, S.A. 100.00% Valoriza Energía, S.L.U. 5.73 Full Energy generation 1,387 17,234 1,305 -

Calle Rivera de Axpe 28 Ptl.2º Erandio - Vizcaya. integration projects

Olextra, S.A. 75.59% Valoriza Energía, S.L.U. 3.48 Full Energy generation 4,600 1,240 2,779 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville 12.00% Iberese, S.A. 0.55 integration projects

Extragol, S.L. 43.76% Valoriza Energía, S.L.U. 1.05 Full Energy generation 2,404 6,054 1,671 -


Secaderos de Biomasa, S.A. (SEDEBISA) 78.28% Valoriza Energía, S.L.U. 2.43 Full Olive oil waste 2,900 547 123 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration Extraction projects

Biomasas de Puente Genil, S.L. 78.08% Valoriza Energía, S.L.U. 2.18 Full Energy generation 2,600 2,986 1,218 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration projects

Compañía Energética de Pata de Mulo, S.L. 78.08% Valoriza Energía, S.L.U. 2.18 Full Energy generation 2,600 2,608 2,078 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration projects

Compañía Energética de La Roda, S.L. 75.00% Valoriza Energía, S.L.U. 0.98 Full Energy generation 1,300 1,201 589 -


Compañía Energética Las Villas, S.L. 90.00% Valoriza Energía, S.L.U. 0.05 Full Research and energy 700 661 2,719 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration Generation projects

Compañía Energética Puente del Obispo, S.L. 90.00% Valoriza Energía, S.L.U. 0.45 Full Research and energy 500 1,922 2,921 -


Fotovoltaicas Dos Ríos, S.L. 100.00% Valoriza Energía, S.L.U. 0.06 Full Research and energy 60 (52) (1) -


Bioeléctrica de Valladolid, S.L. 100.00% Valoriza Energía, S.L.U. 0.06 Full Research and energy 60 (11) (4) -


Geolit Climatización, S.L. 64.73% Valoriza Energía, S.L.U. 1.48 Full Research and energy 2,295 (496) (96) -

Calle Correa Weglison 4, 2 A Jaén. integration Generation projects

Desarrollos Eólicos Extremeños, S.L. 50.00% Valoriza Energía, S.L.U. 0.95 Proportional Research and energy 1,910 (274) (50) -

Calle Borrego, 2 Cáceres. integration Generation projects

Compañía Energética Linares, S.L. 60.30% Valoriza Energía, S.L.U. 3.72 Full Research and energy 6,161 2,393 2,677 -


Compañía Orujera de Linares, S.L. 51.00% Valoriza Energía, S.L.U. 1.18 Full Oil extraction 2,332 (762) 1,024 -

202 203


Statement

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration Electricity generation

Bioeléctrica de Linares, S.L. 81.43% Valoriza Energía, S.L.U. 7.74 Full from Biomass 9,500 (3,089) 620 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville integration Wind energy

Ibervalor Energía Aragonesa, S.A. 50.00% Valoriza Energía, S.L.U. 0.20 Proportional Research and energy 400 (172) (66) -

Paseo de la Constitución , 4 Zaragoza integration Generation projects

Solucia Renovables, S.L. 50.00% Valoriza Energía, S.L.U. 27.30 Equity Research and energy 54,602 (27,904) (396) -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville method Generation projects

Soleval Renovables, S.L. 50.00% Iberese, S.A. 0.0017 Equity Research and energy 3 49 769 -

Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Seville method Generation projects

Vaircan Renovables, S.L. 65.00% Valoriza Energía, S.L.U. 0.325 Full Research and energy 500 (366) (16) -

Calle La Verde. Herrera., s/n Camargo - Cantabria. integration Generation projects

Soc. Andaluza Valoración de la Biomasa, S.A. 6.00% Valoriza Energía, S.L.U. 0.180 Equity Research and energy 3,000 (764) (289) -

Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n Seville method Generation projects

Biomasas de Talavera, S.L. 100.00% Valoriza Energía, S.L.U. 0.003 Full Research and energy 3 (1) - -

Paseo de la Castellana, 83-85 Madrid integration Generation projects

Bipuge II, S.L. 100.00% Valoriza Energía, S.L.U. 0.003 Full Research and energy 3 - (3) -


Biomasas Puente Obispo, S.L. 100.00% Valoriza Energía, S.L.U. 0.003 Full Research and energy 3 - - -


Biobal Energía, S.L. 51.00% Valoriza Energía, S.L.U. 0.003 Full Telecommunication 3 - - -

Paseo de la Castellana, 83-85 Madrid integration Services

New technology

Valoración Energía Operación y Mantenimiento, S.L. 100.00% Valoriza Energía, S.L.U. 2.00 Full Development of information 301 1,523 1,700 -

Paseo de la Castellana, 83-85 Madrid. integration systems

Burosoft, Sistemas de Información, S.L. 70.00% Valoriza Facilities, S.A.U. 0.54 Full 259 (1,323) - -

Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. integration

Water

Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) 94.64% Sacyr Vallehermoso, S.A. 25.38 Full Water supply 1,346 18,845 (2,074) -

Calle Comodoro Rolín, 4 Santa Cruz de Tenerife integration

Emmasa Canaria de Análisis de Agua, S.L.U. 100.00% Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) 0.05 Full Filtering and treatment 500 (210) (84) -

Calle Comodoro Rolín, 4 Santa Cruz de Tenerife integration of water

Aguas de Toledo, AIE 50.00% Valoriza Gestión, S.A.U. 0.03 Proportional Water supply 60 - (1) -

Calle Padilla, 17, Madrid. integration for Toledo

Geida Skikda, S.L. 33.00% Sociedad Anónima Depuración y Tratamientos (SADYT) 3.72 Equity Desalination plant exploitation 11,310 (2,062) 1,937 -

Calle Cardenal MarceloSpinola, 10 - Madrid. method

Geida Tlemcen. S.L. 50.00% Sociedad Anónima Depuración y Tratamientos (SADYT) 13.95 Equity Desalination plant exploitation 21,040 (2,954) 1,961 -

Calle Cardenal MarceloSpinola, 10 - Madrid. method

Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) 33.00% Valoriza Agua. S.L. 27.53 Proportional Water supply 28,247 (136) 947 -

Calle Plaza de la Constitucion 2 Islas Canarias. integration in las Palmas

Sociedad Anónima Depuración y Tratamientos (SADYT) 100.00% Valoriza Agua. S.L. 5.27 Full Filtering and treatment 2,500 7,424 773 -

Paseo de la Castellana, 83-85 Madrid integration of water

Santacrucera de Aguas, S.L. 100.00% Valoriza Agua. S.L. 0.003 Full Filtering and treatment 3 1,484 (44) -

Avenida La Salle,40 Las Palmas de Gran Canarias. integration of water

Valoriza Water Australia, PTY Ltd 100.00% Valoriza Agua. S.L. 0.000003 Full Filtering and treatment - 2,770 3,715 -

256 Adelaide Terrace Perth - Australia integration of water

Secanarias, S.A. 50.00% Valoriza Agua. S.L. 0.38 Proportional Filtering and treatment 770 (325) (77) -

204 205


Statement

Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria integration of water

Group Valoriza Servicios Medioambientales

Gestión Partícipes del Bioreciclaje S.A 33.34% Valoriza Servicios Medioambientales, S.A. 0.02 Equity Activ. related to the management and 60 (84) - -

Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. method treatment of SUW

Compost del Pirineo S.L. 50.00% Valoriza Servicios Medioambientales, S.A. 0.58 Proportional Development of sludge compost 1,161 (67) (312) -

Calle Juan Esplandiú, 11-13 Madrid. integration Plants for WWTP

Metrofangs S.L. 21.6% Valoriza Servicios Medioambientales, S.A. 2.71 Proportional Management, construction during 15 years 12,554 3,454 (1,910) -

Final Rambla Prin,, s/n Barcelona. integration Water treatment plant of San Adria de Besos

Boremer S.A. 50.00% Valoriza Servicios Medioambientales, S.A. 1.09 Proportional Contracting and management services of 2,176 1,124 1,161 -

Calle Ribera del Loira 42, edificio 3 Madrid. integration Sanitising and cleaning of works

Biomasas del Pirineo S.A. 44.00% Valoriza Servicios Medioambientales, S.A. 0.13 Equity Development and use of 300 (163) - -

Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. method Biomass energy

Valdemingómez 2000,S.A. 40.00% Valoriza Servicios Medioambientales, S.A. 1.20 Proportional Project of degasification of the 3,006 582 80 -

Calle Albarracín, 44 Madrid. integration Valdemingómez dump

Cultivos Energéticos de Castilla S.A. 44.00% Valoriza Servicios Medioambientales, S.A. 0.13 Equity Development and use of 75 (61) (2) -

Avenida del Cid Campeador, 4 Burgos method Biomass energy

Central Térmica la Torrecilla, S.A. 50.00% Valoriza Servicios Medioambientales, S.A. 1.01 Equity Development of 1,200 (840) 1 -

Calle de Juan Esplandiú, 11-13 Madrid. method Electrical energy generation plants.

Infoser Estacionamiento Regulado, A.I.E. 18.34% Valoriza Servicios Medioambientales, S.A. 0.07 Equity Auxiliary service for regulated parking control 360 - - -

Calle Covarrubias, 1 Madrid. method On the public roads of Madrid

Gestora Canaria de Lodos de Depuradora, S.A. 85.00% Valoriza Servicios Medioambientales, S.A. 0.09 Full Contracting with producer to 100 (22) - -

Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria. integration Remove sludge.

Servi. Med. y Energéticos de Valencia 2007,S.A. 99.83% Valoriza Servicios Medioambientales, S.A. 0.06 Full Construction and execution of all nature of 60 (1) - -

Calle Cirilo Amorós, 6 Valencia. integration Public and private works.

Parque Eólico la Sotonera, S.L. 30.16% Valoriza Servicios Medioambientales, S.A. 0.60 Equity Production of renewable energies. 2,000 1,758 1,834 -

Plaza Antonio Beltrán Martínez, 14 Zaragoza. method

Hidroandaluza, S.A. 100.00% Valoriza Servicios Medioambientales, S.A. 0.47 Full Conduction studies, works and projects 283 686 683 -

Paseo de la Castellana, 83-85 Seville. Integration

Gestión de Infraestucturas Canarias, S.A. 62.00% Valoriza Servicios Medioambientales, S.A. 0.05 Full Purchase and sales of computer equipment 61 254 17 -

Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife. integration

Partícipes del Biorreciclaje, S.A. 33.34% Valoriza Servicios Medioambientales, S.A. 0.02 Proportional Waste management 60 (119) - -

Calle Federico Salmón, 8 Madrid. integration

Biorreciclaje de Cádiz, S.A. 98.00% Partícipes del Bioreciclaje S.A. 4.87 Proportional Management, storage and transport 1,803 9,386 970 -

Calle San Juan, 12 Medina Sidonia - Cádiz. integration of waste treatment and its disposal.

Iniciativas Medioambientales del Sur, S.L. 50.00% Valoriza Servicios Medioambientales, S.A. 0.02 Equity Street cleaning, collection, transportation and 40 245 (1) -

Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz. method waste treatment, water purification ...

Inte RCD, S.L. 33.33% Valoriza Servicios Medioambientales, S.A. 0.03 Equity Promotion, development of 120 (3) (1) -

206 207


Statement

Calle Américo Vespucio, 69 Seville. method Construction and Demolition Waste

Inte RCD Bahía de Cádiz, S.L. 60.00% Inte RCD, S.L. 0.28 Equity Promotion, development of 260 (730) (2) -

Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. method Construction and Demolition Waste

Inte RCD Huelva, S.L. 60.00% Inte RCD, S.L. 0.45 Equity Promotion, development of 753 (844) - -

Calle Lepe, 12 Cartaya - Huelva. method Construction and Demolition Waste

Eurocomercial, S.A.U. 100.00% Valoriza Servicios Medioambientales, S.A. 0.45 Full Projects for eng., consult. or advisor. and import.and 136 2,790 502 -

Calle de Juan Esplandiú, 11-13 Madrid. integration export. of products for filing and sale

Desgasificación de Vertederos, S.A. 50.00% Eurocomercial S.A.U. 0.03 Proportional Utilization of biogas resulting from the 60 (239) - -

Calle Federico Salmón, 8 Madrid. integration landfill degassing.

Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0.01 Equity Exploiting power generation plants 60 641 675 -

Barrio Vierna, s/n. San Bartolome de Meruelo Meruelo - Cantabria. method

Gicsa Zona Verde y Paisajismo, A.I.E. 50.00% Gestión e Infraestructuras de Canaria, S.A. 0.0003 Equity Construction and maintenance of 1 - - -

Calle Camino del Pinito, 4 La Orotava - Santa Cruz de Tenerife. method landscaped gardens in the Canaries.

Alcorec, S.L. 10.00% Valoriza Servicios Medioambientales, S.A. 0.066 Equity Construction and demolition waste 174 (306) - -

Avenida Kansas City, 3 10 Seville. method management

Surge Ambiental, S.L. 100.00% Valoriza Servicios Medioambientales, S.A. 0.06 Proportional Construction and demolition waste 3 144 59 -

Calle de Juan Esplandiú, 11-13 Madrid. integration management

Reciclados y Tratamientos Andaluces, S.L. 50.00% Alcorec, S.L. 0.250 Equity Construction and demolition waste 3 (38) 4 -

Calle Yakarta, 8 Seville. method management

Sacorec, S.L. 50.00% Alcorec, S.L. 0.003 Equity Construction and demolition waste 6 (64) - -

Avenida Kansas City, 3 16 Seville. method management

Residuos Construcción de Cuenca, S.A. 50.00% Valoriza Servicios Medioambientales, S.A. 0.030 Proportional Construction and demolition waste 60 55 42 -

Carretera Nacional 32. Km 133 Cuenca. integration management

Tratamiento Residuos de La Rioja, S.L. 100.00% Valoriza Servicios Medioambientales, S.A. 0.003 Full Construction and demolition waste 3 (715) (1,375) -

Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja. integration management

Ecotrading 360 Grados, S.L. 62.01% Waste Resources, S.L. 0.002 Full Construction and demolition waste 3 55 93 -

Ronda de Atocha, 37 Madrid. integration management

Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios Medioambientales, S.A. 1.80 Full Construction and demolition waste 3,000 10 13 -

Calle Fanzara, 5 Burriana - Castellón. integration management

Waste Resources, S.L. 100.00% Hidroandaluza, S.A. 0.003 Full Construction and demolition waste 3 - - -

Ctra de Vicalvaro a O'DONELL,7, 28032 Madrid. integration management

Multiservices

Valoriza Proener Industrial, S.L. 60.00% Valoriza Facilities, S.A.U. 0.02 Full Construction and maintenance 30 (631) 74 -

Paseo de la Castellana, 83-85 Madrid. integration of industrial plants

Valoriza Servicios Socio Sanitarios, S.L. 76.00% Valoriza Facilities, S.A.U. 4.27 Full Provision of 12,500 124 104 -

Paseo de la Castellana, 83-85 Madrid. integration Services

Valoriza Servivios a la Dependencia, S.L. 100.00% Val. Servicios Socio Sanitarios, S.L. 6.00 Full Provision of 3,588 296 29 -

Paseo de la Castellana, 83-85 Madrid. integration social services

Cafestore, S.A. 100.00% Valoriza Gestión, S.A.U. 8.00 Full Hospitality Services and 2,050 (134) 150 -

Paseo de la Castellana, 83-85 Madrid. integration store operation

Burguestore, S.L. 100.00% Cafestore, S.A. 0.003 Full Exploitation of 3 120 (97) -

Paseo de la Castellana, 83-85 Madrid. integration service areas

PROPERTY DEVELOPMENT

208 209


Statement


Vallehermoso División Promoción, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 371.89 Full Development 117,343 5,488 (86,422) -


Somague Imobiliaria S.A. 100.00% Vall. Div. Promoción, S.A.U. 18.21 Full Development 15,000 (11,240) (3,461) -

Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. integration Holding Portugal

Development Companies

Erantos, S.A.U. 100.00% Vall. Div. Promoción, S.A.U. 0.47 Full Property 150 (128) 934 -

Paseo de la Castellana, 83-85 Madrid. integration Development

Iparan Promociones Inmobiliarias, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0.84 Full Property 845 311 40 -

Calle Elcano, 19 Bilbao - Vizcaya. integration Development

Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20.99 Full Property 4 (237) (434) -


Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0.33 Full Property 153 712 16 -


Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0.20 Full Property 153 1,776 34 -


Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9.37 Full Property 9,015 1,803 2,046 -


Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18.06 Proportional Property 50 5,370 (4,398) -

Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0.013 integration Development

Promociones Residenciales Sofetral, S.A. 30.00% Vall. Div. Promoción, S.A.U. 1.05 Proportional Property 3,497 911 45 -

Plaza Carlos Trías Beltrán, 7 Madrid. integration Development

Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0.18 Equity Property 271 (408) - -

Calle Tarrio,, s/n Culleredo - La Coruña. method Development

Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4.21 Equity Property 11,160 (820) (37) -

Paseo de la Castellana, 81 Madrid. method Development

Claudia Zahara 22, S.L. 49.59% Vall. Div. Promoción, S.A.U. 10.73 Proportional Property 7,654 (1,643) (963) -

Avenida Eduardo Dato, 69 Seville. integration Development

M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0.41 Equity Property 5,377 4,114 (1,577) -

Puerta del Mar, 20 Malaga. method Development

Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2.10 Equity Property 6,000 (1) - -

Calle Príncipe de Vergara, 15 Madrid. method Development

Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0.36 Full Property 30 100 (37) -


Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1.69 Equity Property 329 1,917 (67) -

Calle Gran Vía, 15 Madrid. method Development

RENTAL PROPERTIES


Testa Inmuebles en Renta, S.A. 99.5% Sacyr Vallehermoso, S.A. 792.96 Full Equity 692,855 490,729 39,713 (28,499)


Property Management

Nisa, V.H., S.A.U. 100.00% Testa Inmuebles en Renta, S.A. 1.13 Full Rental property 1,134 240 27 -

Avenida Diagonal, 490 Barcelona integration

Trade Center Hotel, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 12.02 Full Rental property 12,020 14,234 2,455 -


Testa Residencial, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 101.73 Full Rental property 102,696 22,634 6,406 -

Paseo de la Castellana, 83-85 Madrid. integration

Testa American Real State Corporation 100.00% Testa Inmuebles en Renta, S.A. 70.68 Full Rental property 70,387 28,692 3,018 -

210 211


Statement

11 11 Brickell Aveneu Miami - Estados Unidos de América. integration

Gesfontesta, S.A.U. 100.00% Testa Inmuebles en Renta, S.A. 0.64 Full Rental property 571 143 1,843 -


Prosacyr Hoteles, S.A. 100.00% Testa Inmuebles en Renta, S.A. 4.29 Full Rental property 180 4,104 - -


Gescentesta, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 0.003 Full Rental property 3 1 423 -


Itaceco, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 0.006 Full Rental property 6 (2) - -


Bardiomar, S.L. 50.00% Testa Inmuebles en Renta, S.A. 19.71 Proportional Rental property 7,631 1,006 2,765 -

Paseo del Club Deportivo, 1 Pozuelo de Alarcon - Madrid integration

Provitae Centros Asistenciales, S.L. 50.00% Testa Inmuebles en Renta, S.A. 11.57 Proportional Rental property 6,314 5,236 (876) -

Calle Francisco de Rojas, 8 Madrid. integration

PK Inversiones 22, S.L. 50.00% Testa Inmuebles en Renta, S.A. 0.03 Proportional Rental property 60 6 (30) -

Calle Príncipe de Vergara, 15 Madrid. integration

PK Hoteles 22, S.L. 32.5% Testa Inmuebles en Renta, S.A. 5.69 Equity Rental property 5,801 (754) (129) -

Calle Príncipe de Vergara, 15 Madrid. method

Parking Palau, S.A. 33.00% Testa Inmuebles en Renta, S.A. 0.66 Equity Rental property 1,998 325 130 -

Plaza de América, 3 Valencia. method

Tesfran, S.A. 99.992% Testa Inmuebles en Renta, S.A. 669.90 Full Rental property 667,000 3,064 23,423 -

Rue Notre Dame Des Visctories, 12 París - Francia. integration

Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, S.A. 7.76 Proportional Rental property 9,990 7,264 (7,311) -

Avenida García Barbón, 1 Pontevedra. 11.11% Sacyr, S.A.U. 1.94 integration

212 213


Statement

SCOPE OF CONSOLIDATION 2012

N.B.: Indirect shareholdings are calculated based on the owner of the holding.

CompanyPercentage

shareholding Shareholder Investment

(Thous. euros) Consolidation method Activity carried outShare

Capital Reserves Earnings/lossInterim

dividend

SACYR VALLEHERMOSO GROUP


Sacyr Vallehermoso, S.A. Holding of 443,728 1,545,067 (900,343) -

Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group

Sacyr Vallehermoso Participaciones Mobiliarias, S.L. 100.00% Sacyr Vallehermoso, S.A. 1,000.00 Full Ownership of shares 600,000 51,100 (558,148) -

Paseo de la Castellana, 83-85 Madrid. integration in Repsol, SA

CONSTRUCTION


Sacyr Construcción, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 297.83 Full Construction 52,320 527,932 12,347 -


Inchisacyr, S.A. 90.25% Sacyr Vallehermoso, S.A. 4.54 Full Ownership of shares 2,400 (425) 70 -

Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr Construcción, S.A.U. 0.27 integration in Sacyr Chile

Sacyr Chile, S.A. 91.75% Sacyr Construcción, S.A.U. 13.13 Full Ownership of shares 14,278 20,011 10,767 -

Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2.56 integration in Chilean construction companies

Somague, S.G.P.S. 100.00% Sacyr Vallehermoso, S.A. 229.40 Full Somague Engenharia 130,500 25,701 5,724 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration holding

Sacyr Mexico, S.A. de C.V. 99.998% Sacyr Construcción, S.A.U. 0.080 Full Construction 80 14 (82) -

Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación Cuauhté-moc, Mexico D.F. - Mexico 0.002% Prinur, S.A.U. 0.00000006 integration in Mexico

Construction

Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4.12 Full Blasting, explosives 5,151 30,302 681 -

Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr Construcción, S.A.U. 0.85 integration and perforations

Scrinser, S.A. 85.00% Sacyr Construcción, S.A.U. 0.51 Full Construction of 601 53,877 3,274 -

Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona. integration civil works

Prinur, S.A.U. 100.00% Sacyr Construcción, S.A.U. 3.18 Full Construction of 3,185 12,209 5,755 -

Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J Sevilla. integration civil works

Ideyco, S.A.U. 100.00% Prinur, S.A.U. 0.30 Full Construction of 301 (1,490) (841) -

Calle Jarama,, s/n, parcela 8 nave 3 Toledo. integration civil works

Cavosa Chile, S.A. 100.00% Cavosa, S.A. 0.98 Full Technical testing and 2,583 1,161 (68) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. integration quality control

Febide, S.A.U. 100.00% Sacyr Construcción, S.A.U. 0.75 Full Blasting, explosives 601 377 (758) -

Calle Gran Vía 35 5ª Vizcaya. integration and perforations

Sacyr Agua Santa,S.A. 50.00% Sacyr Chile, S.A. 0.04 Proportional Construction of 79 311 845 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. integration civil works

Constructora ACS-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0.07 Proportional Construction 185 (105) - -


Constructora Sacyr-Necso, S.A. 50.00% Sacyr Chile, S.A. 0.006 Proportional Construction 17 40 - -


Constructora Necso-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0.006 Proportional Construction 17 156 (28) -


214 215


Statement

Obras y Servicios de Galicia y Asturias S.A.U. 100.00% Sacyr Construcción, S.A.U. 1.45 Full Construction 1,000 (98) (374) -

Plaza de Vigo 2 , Santiago de Compostela. integration in Chile

Tecnológica Lena, S.L. 35.00% Sacyr Construcción, S.A.U. 0.32 Proportional Construction of 906 (1,421) - -

Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0.14 integration civil work

Constructora San José - San Ramón, S.A. 33.00% Sacyr Costa Rica, S.A. 0.05 Proportional Construction of 155 65 - -

Distrito séptimo La Uruca, cantón primero Costa Rica. integration civil work

Constructora San José - Caldera CSJC, S.A. 33.00% Sacyr Costa Rica, S.A. 0.0005 Proportional Construction of corridor 1 11,758 (469) -

Alajuela - Costa Rica. integration San José - San Ramón

SIS, S.C.P.A. 49.00% Sacyr Construcción, S.A.U. 7.35 Full Construction of corridor 15,000 - - -

Vian Invorio, 24/A, Turín - Italia. integration San José - Caldera

Nodo Di Palermo, S.p.A. 99.80% SIS, S.C.P.A. 39.92 Full Construction 40,000 - - -

Vian Invorio, 24/A, Turín - Italia. integration in Italy

Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199.99 Full Construction 50,008 2,292 311 -

Vian Invorio, 24/A, Turín - Italia. 0.10% Itinere Infraestructuras, S.A. 0.01 integration in Italy

Somague Engenharia, S.A. 100.00% Somague, SGPS 58.45 Full Construction 58,450 12,117 6,711 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration in Italy

Sacyr Costa Rica, S.A. 100.00% Sacyr Construcción, S.A.U. 1.38 Full Construction of 1,383 1,482 (170) -

San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa Rica. integration civil work and engineering

Eurolink, S.c.p.A. 18.70% Sacyr Construcción, S.A.U. 28.05 Equity Construction 37,500 - - -

Corso D'Italia, 83 .Roma - Italia. method in Costa Rica

Sacyr Ireland Limited 100.00% Sacyr Construcción, S.A.U. 42.72 Full Construction 42,722 4,049 (42,394) -

Unit 11, Harmony court, Harmony RowIrlanda.Dublin 2 - Irlanda. integration in Italy

N6 Construction Limited 42.50% Sacyr Ireland Limited 0.00002 Proportional Construction - (83,081) (4,776) -

70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. integration in Ireland

M50 (D&C) Limited 42.50% Sacyr Ireland Limited 0.000085 Proportional Construction - (8,747) 790 -

70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. integration in Ireland

Sacyr Servicios Mexico, S.A. de C.V. 99.998% Sacyr Mexico, S.A. de C.V. 0.025 Full Construction 25 (5) (1) -

Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, Mexico D.F. - Mexico. 0.002% Sacyr Construcción, S.A.U. 0.00 integration in Ireland

SV-LIDCO Construcciones Generales 60.00% Sacyr Construcción, S.A.U. 3.31 Full Construction 5,360 (15,521) - -

Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libia. integration in Mexico

Sacyr Panamá, S.A. 100.00% Sacyr Construcción, S.A.U. 1.41 Full Construction 1,147 (708) 768 -

Ciudad de Panamá, República de Panamá integration in Libya

Grupo Unidos por el Canal, S.A. 48.00% Sacyr Vallehermoso, S.A. 0.28 Proportional Construction 600 15,759 (155,307) -

Ciudad de Panamá, República de Panamá integration in Panama

Sacyr India Infra Projects Private Limited 99.98% Sacyr Construcción, S.A.U. 0.57 Full Construction 574 (246) (481) -

SF-08, Second Floor, Vasant Square Mall Vasant Kunj- New Delhi-110070, Delhi, India. 0.02% Cavosa, S.A 0.00 integration in Panama

Sacyr Peru, S.A.C. 99.99% Sacyr Construcción, S.A.U. 0.950 Full Construction 950 (207) (397) -

C/ Monteflor 655 - Dpto 202, Lima. Peru. 0.01% Cavosa, S.A 0.00 integration in India

Sacyr Colombia, S.A. 99.00% Sacyr Construcción, S.A.U. 3.27 Full Construction 3,310 (1,599) (116) -

Transv. 19A- N98-12 Oficina 801A. Bogotá. Colombia 0.03 integration in Peru

Sacyr Qatar LLC 49.00% Sacyr Construcción, S.A.U. 0.52 Full Construction 521 17 (665) -

P.O. BOX 30790 - Doba- Qatar. integration in Columbia

Sacyr Valoriza Chile, S.A. 50.00% Valoriza Chile, S.P.A. 0.039 Full Filtering and water 79 (5) 521 -

Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 50.00% Sacyr Construcción, S.A.U. 0.039 integration treatment in Mantoverde

CONCESSIONS


Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 766.06 Full Concession 404,667 183,514 (135,060) -


Itínere Infraestructuras, S.A. 15.51% Sacyr Vallehermoso, S.A. 206.43 Equity Concession 221,874 1,458,407 (403,145) -

Paseo de la Castellana, 83-85 Madrid. method exploitation

216 217


Statement

Somague Concessoes, S.A. 100.00% Sacyr Concesiones, S.L. 38.61 Full Concession 20,545 41,951 12,053 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration exploitation

SyV Conc. Costa Rica, S.A. 100.00% Sacyr Vallehermoso, S.A. 4.71 Full Shareholding 956 3,712 (150) -


SyV CR Valle del Sol, S.A. 100.00% Sacyr Vallehermoso, S.A. 15.51 Full Shareholding 641 15,398 8 -


Sacyr Concesiones Limited 100.00% Sacyr Concesiones, S.L. 30.16 Full Concessions 30,159 148 4,517 -

5th Floor, Harmony Court, Harmony Row Dubin 2 - Irlanda. integration holding

M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0.02 Proportional Concession holding 50 (1) - -

25-28 North Wall Quay Dublin 1 - Irlanda. integration

N6 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0.02 Proportional Concession 50 - - -

25-28 North Wall Quay Dublin 1 - Irlanda. integration holding

SyV Mexico Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0.03 Full Works construction 48 61 (59) -

Paseo de la Reforma, 350 Mexico D.F. - Mexico 0.002% Neopistas, S.A.U. 0.00 integration in the Unites States of Mexico

Concessionary companies

Neopistas, S.A.U. (NEOPISTAS) 100.00% Sacyr Concesiones, S.L. 3.04 Full Construction and exploitation 981 (1,208) (988) -

Paseo de la Castellana, 83-85 Madrid. integration of service areas

Aeropuertos de la Rg. de Murcia, S.A. 12.86% Sacyr Vallehermoso, S.A. 0.08 Proportional Construction and exploitation 575 (39) 3 -

Calle Juan Antonio Hernández del Águila 4, 3º A Murcia. integration of aiports

Autovía del Noroeste Concesionaria de la CARM, S.A. (AUNOR) 100.00% Autovías de Peaje en Sombra, S.L. 14.46 Full Motorway concession 14,460 8,191 3,213 -

Calle Molina del Segura, 8 Murcia. integration in North east

Metro de Sevilla Sociedad Conc. de la Junta de Andalucía, S.A. 32.77% Sacyr Concesiones, S.L. 42.03 Proportional Exploitation line 1 126,820 15,214 3,530 -

Calle Carmen Vendrell, s/n Sevilla. integration Seville Metro

Alazor Inversiones, S.A. (ALAZOR) 25.16% Sacyr Vallehermoso, S.A. 56.25 Proportional Concession 223,600 (248,095) (36,429) -

Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odón - Madrid. integration Motorway R-3 and R-5

Sociedad Concesionaria de Palma-Manacor, S.A. 40.00% Sacyr Concesiones, S.L. 7.45 Proportional Concession C-715 road 19,650 (15,934) (2,094) -

Carretera Palma-Manacor Km 25,500 Algaida - Mallorca integration Palma - Manacor

Inversora de Autopistas del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99.83 Equity Concession R-4 motorway 44,185 118,767 (267,078) -

Plaza Manuel Gómez Moreno,2 Madrid method

Autovía del Turia, Conc. de la Generalitat Valenciana, S.A. 89.00% Autovías de Peaje en Sombra, S.L. 23.33 Full Concession motorway CV-35 together with 36,250 (28,055) (3,918) -

CV-35 Km - PK 8.500 Paterna - Valencia. integration the northern bypass, CV-50

Viastur Concesionaria del Principado de Asturias, S.A. 70.00% Sacyr Concesiones, S.L. 10.03 Full Motorway concession AS-18 14,326 (29,137) (4,440) -

Lugo de Llanera - Llanera - Asturias. integration and doubling of the AS-17

Autopistas del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15.37 Full Exploitation of concessions 641 15,398 8 -

San José, Edificio Terraforte, Cuarto Piso - Costa Rica integration

Autopista del Valle S.A. 35.00% SyV Conc. Costa Rica, S.A. 4.62 Proportional Road concession 2,474 9,935 - -

San José, Edificio Terraforte, Cuarto Piso - Costa Rica integration "San José - San Ramón"

Intercambiador de Transportes de Moncloa, S.A. 100.00% Conc. Intercambiadrores de Transporte, S.L. 18.07 Full Construction and exploitation of 16,862 (10,256) 2,735 -

Paseo de la Castellana, 83-85 Madrid. integration Moncloa hub

Autovía del Eresma Conc. de la.Junta de Castilla y León, S.A. 80.00% Sacyr Concesiones, S.L. 13.11 Full Construction and exploitation 17,000 (13,323) (1,191) -

Carbonero el Mayor - Segovia 3.40 integration Valladolid-Segovia motorway

Autovía del Barbanza Conc. de la Xunta de Galicia, S.A. 90.00% Sacyr Concesiones, S.L. 8.70 Full Construction and exploitation 9,400 (23,059) (4,461) -

Calle Vilariño Boiro La Coruña. integration Barbanza motorway

Autopista del Guadalmedina Conceseionaria Española, S.A. 40.00% Sacyr Concesiones, S.L. 44.57 Equity Construction and exploitation 55,123 31,351 (10,282) -

Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. method Málaga motorway

Hospital de Majadahonda, S.A. 20.00% Sacyr Concesiones, S.L. 3.66 Equity Majadahonda hospital concession 18,283 (10,616) 5,331 -

Calle Joaquín Rodrigo, 2 Majadahonda Madrid. method

Hospital de Parla, S.A. 100.00% Sacyr Concesiones, S.L. 11.82 Full Concession hospital Majadahonda 11,820 (774) 1,717 -

Paseo de la Castellana, 83-85 0.59 integration

Hospital del Noreste, S.A. 100.00% Sacyr Concesiones, S.L. 14.30 Proportional Construction and concession 14,300 (754) 1,688 -

218 219


Statement

Paseo de la Castellana, 83-85 integration Hospital of Parla

Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de Transporte, S.L. 19.50 Full Construction and concession 19,505 (957) 1,299 -

Paseo de la Castellana, 83-85 Madrid integration Hospital del Noreste

Autovía del Arlanzón, S.A. 50.00% Sacyr Vallehermoso, S.A. 11.86 Proportional Construction and concession 23,723 (1,601) (119) -

Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% Valoria Conserv. e Infraest. S.A. 1.18 integration Plaza Eliptica hub

Inversora Autopista de Levante, S.L. 40.00% Sacyr Concesiones, S.L. 42.29 Equity Motorway concession 67,919 (40,858) (94,975) -

Plaza Manuel Gómez Moreno,2 edificio Alfredo Mahou Madrid. method Santo Tomé de Puerto-Burgos

Hospital Majadahonda Explotaciones, S.L. 25.00% Sacyr Concesiones, S.L. 0.0025 Equity Construction and concession 10 4 284 -

Calle Joaquín Rodrigo, 2 Majadahonda Madrid. method Hospital of Majadahonda

Autovía de Peaje en Sombra, S.L. 51.00% Sacyr Concesiones, S.L. 7.86 Proportional Construction, conservation and exploitation 7,704 8,266 228 -


Conc. Intercambiadores de Transporte, S.L. 51.00% Sacyr Concesiones, S.L. 6.82 Proportional Construction, conservation and exploitation 7,518 4,482 (303) -


N6 Concession Ltd 100.00% N6 Concession Holding Ltd 0.05 Proportional Construction and concession of the

25-28 North Wall Quay Dublin 1 - Irlanda. integration N6 Galway –Ballinasloe section

N6 Operations Ltd 50.00% Sacyr Concesiones Limited 0.00 Proportional Conservation and exploitation of the - 872 635 -

25-28 North Wall Quay Dublin 1 - Irlanda. integration N6 Galway -Ballinasloe Section

M50 Concession Ltd 100.00% M50 Concession Holding Ltd 0.05 Proportional Construction and concession of the M50 50 (48,784) 880 -

25-28 North Wall Quay Dublin 1 - Irlanda. integration ringroad Dublin

SyV Servicios Mexico, S.A. de C.V. 99.998% SyV Mexico Holding, S.A. de C.V. 0.003 Full Construction of works in 3 (12) - -

Delegación Coyoacán, Mexico D.F. - Mexico. 0.002% Sacyr Vallehermoso, S.A. 0.000010 integration the United States of Mexico

Tenemetro, S.L. 30.00% Sacyr Concesiones, S.L. 0.63 Equity Conservation and exploitation of 9,000 (7,993) (745) -

Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife method the metro in Tenerife

Sacyr Concesiones Chile, S.A. 78.490% Sacyr Concesiones, S.L. 16.99 Full Conservation and exploitation of 19,038 4,546 (2,244) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 21.510% Sacyr Chile, S.A. 4.41 integration concession in Chile

S.C. Valles del Desierto, S.A. 60.00% Sacyr Concesiones Chile, S.A. 21.60 Proportional Conservation and exploitation of 35,917 6,755 6,186 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 60.00% Sacyr Concesiones Chile, S.A. 35.96 integration concession in Chile

Sacyr Operación y Servicios, S.A. 88.67% Sacyr Concesiones Chile, S.A. 0.82 Full Conservation and exploitation of 916 (343) (1,661) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 11.33% Sacyr Concesiones, S.A. 0.100 integration concession in Chile

Hospitales Concesionados, S.L. 100.00% Sacyr Concesiones, S.L. 0.043 Full Conservation and exploitation of 43 (4) (9) -

Paseo de la Castellana, 83-85 Madrid. integration hospital infrastructures

Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. 67.331% Sacyr Concesiones, S.L. 17.12 Full Construction 25,000 (21) (7,448) -

Calle Molina de Segura, 8 Torrelago integration in Spain

Sociedad Concesionaria Valles del Bío Bío, S.A. 51.00% Sacyr Concesiones Chile, S.A. 26.10 Full Construction and conservation 51,189 4,582 756 -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile Sacyr Concesiones Chile, S.A. integration Concepción-Cabrero motorway

Sociedad Concesionaria Rutas del Desierto, S.A. 51.00% Sacyr Concesiones Chile, S.A. 15.44 Full Construction and conservation 30,281 2,776 (22) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile Sacyr Concesiones Chile, S.A. integration Iquique public works

Sociedad Concesionaria Ruta del Algarrobo, S.A. 93.30% Sacyr Concesiones Chile, S.A. 43.80 Full Construction and conservation 46,946 539 (177) -

Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile 6.70% Sacyr Chile, S.A. 3.14 integration the Ruta Norte works

SERVICES


Valoriza Gestión, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 165.54 Full Service 122,133 71,534 21,476 -


Somague Ambiente, S.A. 100.00% Valoriza Gestión, S.A.U. 15.30 Full Environmental consultancy 10,000 35,651 1,623 -

Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. integration and management

Sacyr Industrial, S.L.U. 100.00% Valoriza Gestión, S.A.U. 31.52 Full Electricity generation 20,545 41,951 12,053 -

220 221


Statement

Paseo de la Castellana, 83-85 Madrid integration projects

Valoriza Agua, S.L. 100.00% Valoriza Gestión, S.A.U. 95.40 Full Environmental consultancy 83,841 13,079 2,217 -

Paseo de la Castellana, 83-85 Madrid integration and management

Valoriza Facilities, S.A.U. 100.00% Valoriza Gestión, S.A.U. 1.48 Full Integral management of 1,181 6,266 7,555 -

Paseo de la Castellana, 83-85 Madrid integration rental property

Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135.31 Full Environmental management 17,129 38,462 13,045 -

Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0.21 integration

Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3.10 Proportional Maritime services 3 4,740 1,854 -

Calle Ayala, 6 Madrid. integration

Enervalor Naval, S.L. 40.00% Valoriza Gestión, S.A.U. 0.18 Equity Construction and maintenance of 450 (262) 4 -

Lugar Santa Tecla, 69 Vigo - Pontevedra method wind farms

Services

Environment

Valoriza Conservación de Infraestructuras, S.A. 100.00% Valoriza Gestión, S.A.U. 0.74 Full Environmental consultancy 750 3,589 2,438 -

Paseo de la Castellana, 83-85 Madrid integration service

Energy

Repsol, S.A. 9.73% Sacyr Vallehermoso Partic.Mobi, S.L. 3.264.40 Equity Integral international 1,282,000 23,544,000 2,060,000 (184,000)

Calle Méndez Álvaro, 44 Madrid. method Petroleum and gas company

Olextra, S.A. 87.59% Sacyr Industrial, S.L.U. 4.02 Full Energy generation 4,600 1,919 1,451 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla integration projects

Extragol, S.L. 68.76% Sacyr Industrial, S.L.U. 1.65 Full Energy generation 2,404 7,025 895 -


Secaderos de Biomasa, S.A. (SEDEBISA) 78.28% Sacyr Industrial, S.L.U. 2.43 Full Olive pumace oil 2,900 708 63 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla integration extraction projects

Biomasas de Puente Genil, S.L. 78.08% Sacyr Industrial, S.L.U. 2.18 Full Energy generation 2,600 3,469 1,401 -


Compañía Energética de Pata de Mulo, S.L. 78.08% Sacyr Industrial, S.L.U. 2.18 Full Energy generation 2,600 1,270 1,854 -


Compañía Energética de La Roda, S.L. 90.00% Sacyr Industrial, S.L.U. 1.17 Full Energy generation 1,300 1,790 543 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 0.20 integration projects

Compañía Energética Las Villas, S.L. 90.00% Sacyr Industrial, S.L.U. 0.05 Full Research and energy 700 2,840 2,865 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla integration Generation projects

Compañía Energética Puente del Obispo, S.L. 90.00% Sacyr Industrial, S.L.U. 0.45 Full Research and energy 500 1,448 3,705 -


Fotovoltaicas Dos Ríos, S.L. 100.00% Sacyr Industrial, S.L.U. 0.06 Full Research and energy 60 (53) - -

Paseo de la Castellana, 83-85 Madrid. integration Generation projects

Bioeléctrica de Valladolid, S.L. 100.00% Sacyr Industrial, S.L.U. 0.06 Full Research and energy 60 (15) (10) -

Paseo de la Castellana, 83-85 Madrid. integration Generation projects

Geolit Climatización, S.L. 64.73% Sacyr Industrial, S.L.U. 1.48 Full Research and energy 2,295 (593) (1,720) -

Calle Correa Weglison 4, 2 A Jaén. integration Generation projects

Desarrollos Eólicos Extremeños, S.L. 50.00% Sacyr Industrial, S.L.U. 0.95 Proportional Research and energy 1,910 (323) (43) -

Calle Borrego, 2 Cáceres. integration Generation projects

Compañía Energética Linares, S.L. 60.30% Sacyr Industrial, S.L.U. 3.72 Full Research and energy 6,161 1,874 3,114 -


Compañía Orujera de Linares, S.L. 51.00% Sacyr Industrial, S.L.U. 1.18 Full Oil extraction 2,332 102 458 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla integration

Bioeléctrica de Linares, S.L. 81.43% Sacyr Industrial, S.L.U. 7.74 Full Electricity generation 9,500 (2,136) 646 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla integration from Biomass

Ibervalor Energía Aragonesa, S.A. 50.00% Sacyr Industrial, S.L.U. 0.20 Proportional Wind energy 400 (238) (69) -

Paseo de la Constitución , 4 Zaragoza integration

Solucia Renovables, S.L. 50.00% Sacyr Industrial, S.L.U. 42.80 Equity Research and energy 85,602 (35,219) (47,309) -

222 223


Statement

Planta Termosolar Lebrija 1. Parcela 12053 sector B13. Las Marismas de Lebrija. Sevilla method Generation projects

Soleval Renovables, S.L. 50.00% Sacyr Industrial, S.L.U. 0.0017 Equity Research and energy 3 818 1,321 -

Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla method Generation projects

Vaircan Renovables, S.L. 65.00% Sacyr Industrial, S.L.U. 0.325 Full Research and energy 500 (381) - -

Calle La Verde. Herrera., s/n Camargo - Cantabria. integration Generation projects

Soc. Andaluza Valoración de la Biomasa, S.A. 6.00% Sacyr Industrial, S.L.U. 0.180 Equity Research and energy 3,000 (1,406) (158) -

Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n Sevilla method Generation projects

Biomasas de Talavera, S.L. 100.00% Sacyr Industrial, S.L.U. 0.003 Full Research and energy 3 (1) - -


Bipuge II, S.L. 100.00% Sacyr Industrial, S.L.U. 0.006 Full Research and energy 3 - - -


Biomasas Puente Obispo, S.L. 100.00% Sacyr Industrial, S.L.U. 0.003 Full Research and energy 3 - - -


Biobal Energía, S.L. 51.00% Sacyr Industrial, S.L.U. 0.0015 Full Research and energy 3 - - -

Paseo de la Castellana, 83-85 Madrid integration Generation projects

Iberese Bolivia, S.R.L. 100.00% Sacyr Industrial, S.L.U. 0.0160 Full Research and energy 22 18 (704) -

Carretera Doble Via La Guardia Km 71/2- Santa Cruz de la Sierrra -Bolivia. integration Generation projects

New technologies

Valoración Energía Operación y Mantenimiento, S.L. 100.00% Sacyr Industrial, S.L.U. 2.00 Full Telecommunication 301 1,523 1,312 -

Paseo de la Castellana, 83-85 Madrid. integration services

Burosoft, Sistemas de Información, S.L. 70.00% Valoriza Facilities, S.A.U. 0.54 Full Development of 259 (1,323) - -

Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. integration information systems

Water

Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) 94.64% Sacyr Vallehermoso, S.A. 25.38 Full Water supply 1,346 17,007 322 -

Calle Comodoro Rolín, 4 Santa Cruz de Tenerife integration

Aguas de Toledo, AIE 50.00% Valoriza Gestión, S.A.U. 0.03 Proportional Water supply 60 - 46 -

Calle Padilla, 17, Madrid. integration in Toledo

Geida Skikda, S.L. 33.00% Sociedad Anónima Depuración y Tratamientos (SADYT) 3.72 Equity Desalination plant exploitation 11,310 (125) 4,212 -

Calle Cardenal Marcelo Spinola, 10 - Madrid. method

Geida Tlemcen. S.L. 50.00% Sociedad Anónima Depuración y Tratamientos (SADYT) 15.01 Equity Desalination plant exploitation 23,160 (993) 17,910 -

Calle Cardenal Marcelo Spinola, 10 - Madrid. method

Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) 33.00% Valoriza Agua. S.L. 27.53 Proportional Water supply 28,247 4,939 (711) -

Calle Plaza de la Constitucion 2, Islas Canarias. integration in Las Palmas

Sociedad Anónima Depuración y Tratamientos (SADYT) 100.00% Valoriza Agua. S.L. 5.27 Full Water 2,500 8,197 (7,783) -

Paseo de la Castellana, 83-85 Madrid integration treatment and filtering

Santacrucera de Aguas, S.L. 100.00% Valoriza Agua. S.L. 0.003 Full Water 3 1,440 (4) -

Avenida La Salle, 40 Las Palmas de Gran Canarias. integration treatment and filtering

Valoriza Water Australia, PTY Ltd 100.00% Valoriza Agua. S.L. 0.000003 Full Water - 6,403 1,947 -

256 Adelaide Terrace Perth - Australia integration treatment and filtering

Secanarias, S.A. 50.00% Valoriza Agua. S.L. 0.38 Proportional Water 770 (402) 123 -

Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria integration treatment and filtering

Valoriza Chile, S.P.A. 100.00% Valoriza Agua. S.L. 0.07 Full Water 67 - 51 -

Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. integration treatment and filtering

Grupo Valoriza Environmental Services

Gestión Partícipes del Bioreciclaje S.A 33.34% Valoriza Servicios Medioambientales, S.A. 0.02 Equity Activ. related to the management and 60 (84) - -

Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. method treatment of SUW

Compost del Pirineo S.L. 50.00% Valoriza Servicios Medioambientales, S.A. 0.58 Proportional Development of sludge compost 1,161 (379) (326) -

Calle Juan Esplandiú, 11-13 Madrid. integration Plants for WWTP

224 225


Statement

Metrofangs S.L. 21.60% Valoriza Servicios Medioambientales, S.A. 2.71 Proportional Management, construction during 15 years 12,554 767 (1,887) -

Final Rambla Prin,, s/n Barcelona. integration Water treatment plant of San Adria de Besos

Boremer S.A. 50.00% Valoriza Servicios Medioambientales, S.A. 1.09 Proportional Contracting and management services of 2,176 2,285 (79) -

Calle Ribera del Loira 42, edificio 3 Madrid. integration Sanitising and cleaning of works

Biomasas del Pirineo S.A. 44.00% Valoriza Servicios Medioambientales, S.A. 0.13 Equity Development and use of 300 (163) (1) -

Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. method Biomass energy

Valdemingómez 2000, S.A. 40.00% Valoriza Servicios Medioambientales, S.A. 1.20 Proportional Project of degasification of the 3,006 697 240 -

Calle Albarracín, 44 Madrid. integration Valdemingómez dump

Cultivos Energéticos de Castilla S.A. 44.00% Valoriza Servicios Medioambientales, S.A. 0.13 Equity Development of 75 (63) (2) -

Avenida del Cid Campeador, 4 Burgos method biomass energy use

Infoser Estacionamiento Regulado, A.I.E. 18.34% Valoriza Servicios Medioambientales, S.A. 0.07 Equity Auxiliary service for regulated parking control 360 - - -

Calle Covarrubias, 1 Madrid. method On the public roads of Madrid

Gestora Canaria de Lodos de Depuradora, S.A. 85.00% Valoriza Servicios Medioambientales, S.A. 0.09 Full Contracting with producer to 100 (22) - -

Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria. integration Remove sludge.

Servi. Med. y Energéticos de Valencia 2007, S.A. 99.83% Valoriza Servicios Medioambientales, S.A. 0.06 Proportional Construction and execution of all nature of 60 (1) - -

Calle Cirilo Amorós, 6 Valencia. integration Public and private works.

Parque Eólico la Sotonera, S.L. 30.16% Valoriza Servicios Medioambientales, S.A. 0.60 Equity Production of renewable energy 2,000 2,365 2,045 -

Plaza Antonio Beltrán Martínez, 14 Zaragoza. method

Hidroandaluza, S.A. 100.00% Valoriza Servicios Medioambientales, S.A. 0.47 Full Sale of comptuer equipment 283 1,369 824 -


Gestión de Infraestucturas Canarias, S.A. 62.00% Valoriza Servicios Medioambientales, S.A. 0.05 Full Carrying out studies, projects and works 61 272 (1) -

Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife. integration

Partícipes del Biorreciclaje, S.A. 33.34% Valoriza Servicios Medioambientales, S.A. 0.02 Proportional Waste management 60 (120) - -


Biorreciclaje de Cádiz, S.A. 98.00% Partícipes del Bioreciclaje S.A. 4.87 Proportional Gestión, almacenamiento, transporte, 1,803 10,364 923 -

Calle San Juan, 12 Medina Sidonia - Cádiz. integration tratamiento y eliminación de residuos.

Iniciativas Medioambientales del Sur, S.L. 50.00% Valoriza Servicios Medioambientales, S.A. 0.02 Equity 40 245 (1) -

Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz. method

Inte RCD, S.L. 33.33% Valoriza Servicios Medioambientales, S.A. 0.03 Equity 120 (300) (1) -

Calle Américo Vespucio, 69 Sevilla. method

Inte RCD Bahía de Cádiz, S.L. 60.00% Inte RCD, S.L. 0.28 Equity 260 (732) - -

Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. method

Inte RCD Huelva, S.L. 60.00% Inte RCD, S.L. 0.45 Equity 753 (855) (5) -

Calle Lepe, 12 Cartaya - Huelva. method

Eurocomercial, S.A.U. 100.00% Valoriza Servicios Medioambientales, S.A. 0.45 Full 136 2,790 (59) -

Calle de Juan Esplandiú, 11-13 Madrid. integration

Desgasificación de Vertederos, S.A. 50.00% Eurocomercial S.A.U. 0.03 Proportional 60 (239) - -


Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0.01 Equity 60 12 340 -

226 227


Statement

Barrio Vierna,, s/n. San Bartolome de Meruelo Meruelo - Cantabria. method

Alcorec, S.L. 10.00% Valoriza Servicios Medioambientales, S.A. 0.066 Equity Construction and demolition 174 (799) (170) -

Avenida Kansas City, 3 10 Sevilla. method waste management

Surge Ambiental, S.L. 100.00% Valoriza Servicios Medioambientales, S.A. 0.06 Proportional Construction and demolition 3 203 (148) -

Calle de Juan Esplandiú, 11-13 Madrid. integration waste management

Reciclados y Tratamientos Andaluces, S.L. 50.00% Alcorec, S.L. 0.250 Equity Construction and demolition 3 37 - -

Calle Yakarta, 8 Sevilla. method waste management

Sacorec, S.L. 50.00% Alcorec, S.L. 0.003 Equity Construction and demolition 6 (64) - -

Avenida Kansas City, 3 16 Sevilla. method waste management

Residuos Construcción de Cuenca, S.A. 50.00% Valoriza Servicios Medioambientales, S.A. 0.030 Proportional Construction and demolition 60 97 (21) -

Carretera Nacional 32. Km 133 Cuenca. integration waste management

Tratamiento Residuos de La Rioja, S.L. 100.00% Valoriza Servicios Medioambientales, S.A. 0.003 Full Construction and demolition 3 (2,063) (465) -

Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja. integration waste management

Ecotrading 360 Grados, S.L. 62.01% Waste Resources, S.L. 0.002 Full Construction and demolition 3 148 30 -

Ronda de Atocha, 37 Madrid. integration waste management

Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios Medioambientales, S.A. 1.80 Full Construction and demolition 3,000 20 10 -

Calle Fanzara, 5 Burriana - Castellón. integration waste management

Waste Resources, S.L. 100.00% Hidroandaluza, S.A. 0.003 Full Construction and demolition 3 - - -

Ctra de Vicálvaro a O'Donell, 7, 28032 Madrid. integration waste management

Multiservices

Valoriza Proener Industrial, S.L. 60.00% Valoriza Facilities, S.A.U. 0.02 Full Construction and maintenance of 30 (556) - -

Paseo de la Castellana, 83-85 Madrid. integration industrial plants

Valoriza Servicios Socio Sanitarios, S.L. 76.00% Valoriza Facilities, S.A.U. 4.27 Full Provision of 12,500 227 106 -


Valoriza Servivios a la Dependencia, S.L. 100.00% Val. Servicios Socio Sanitarios, S.L. 6.00 Full Provision of 3,588 325 138 -


Cafestore, S.A. 100.00% Valoriza Gestión, S.A.U. 8.00 Full Hospitality Services and 2,050 16 9 -

Paseo de la Castellana, 83-85 Madrid. integration store operation

Burguestore, S.L. 100.00% Cafestore, S.A. 0.003 Full Exploitation of 3 79 (67) -

Paseo de la Castellana, 83-85 Madrid. integration service area

PROPERTY DEVELOPMENT


Vallehermoso División de Promoción, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 371.89 Full Development 117,343 (80,583) (100,015) -


Somague Imobiliaria S.A. 100.00% Vall. Div. Promoción, S.A.U. 18.21 Full Development 15,000 (14,362) (3,832) -

Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. integration Holding Portugal

Development companies

Erantos, S.A.U. 100.00% Vall. Div. Promoción, S.A.U. 0.47 Full Property 150 806 (672) -

Paseo de la Castellana, 83-85 Madrid. integration development

Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20.99 Full Property 4 (671) (583) -


Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0.33 Full Property 153 728 21 -


Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0.20 Full Property 153 1,809 (1) -


Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9.37 Full Property 9,015 2,549 5,213 -


Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18.06 Proportional Property 50 2,275 (3,882) -

228 229


Statement

Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0.013 integration development

Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0.18 Equity Property 271 (408) - -

Calle Tarrio, s/n Culleredo - La Coruña. method development

Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4.21 Equity Property 11,160 (1,113) (718) -

Paseo de la Castellana, 81 Madrid. method development

Claudia Zahara 22, S.L. 49.59% Vall. Div. Promoción, S.A.U. 10.73 Proportional Property 7,654 (2,607) (949) -

Avenida Eduardo Dato, 69 Sevilla. integration development

M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0.41 Equity Property 5,377 982 (1,428) -

Puerta del Mar, 20 Málaga. method development

Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2.10 Equity Property 6,000 (1) (10) -

Calle Príncipe de Vergara, 15 Madrid. method development

Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0.36 Full Property 30 63 (46) -


Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1.69 Equity Property 329 1,826 (54) -

Calle Gran Vía, 15 Madrid. method development

RENTAL PROPERTIES


Testa Inmuebles en Renta, S.A. 99.50% Sacyr Vallehermoso, S.A. 792.96 Full Property 692,855 490,454 78,320 (25,058)


Property management

Nisa, V.H., S.A.U. 100.00% Testa Inmuebles en Renta, S.A. 1.13 Full Rental property 1,134 268 144 -


Trade Center Hotel, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 12.02 Full Rental property 12,020 16,689 2,718 -


Testa Residencial, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 101.73 Full Rental property 102,696 29,039 6,116 -


Testa American Real State Corporation 100.00% Testa Inmuebles en Renta, S.A. 70.68 Full Rental property 70,387 29,820 2,218 -

11 11 Brickell Aveneu Miami - USA. integration

Gesfontesta, S.A.U. 100.00% Testa Inmuebles en Renta, S.A. 0.64 Full Rental property 571 143 1,594 -


Prosacyr Hoteles, S.A. 100.00% Testa Inmuebles en Renta, S.A. 4.29 Full Rental property 180 4,104 - -


Gescentesta, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 0.003 Full Rental property 3 1 312 -


Itaceco, S.L.U. 100.00% Testa Inmuebles en Renta, S.A. 0.006 Full Rental property 6 (2) - -


Bardiomar, S.L. 50.00% Testa Inmuebles en Renta, S.A. 19.71 Proportional Rental property 7,631 1,273 2,830 -

Paseo del Club Deportivo, 1 Pozuelo de Alarcón - Madrid integration

Provitae Centros Asistenciales, S.L. 50.00% Testa Inmuebles en Renta, S.A. 11.57 Proportional Rental property 6,314 4,360 (157) -

Calle Francisco de Rojas, 8 Madrid. integration

PK Inversiones 22, S.L. 50.00% Testa Inmuebles en Renta, S.A. 0.03 Proportional Rental property 60 (23) - -

Calle Príncipe de Vergara, 15 Madrid. integration

PK Hoteles 22, S.L. 32.50% Testa Inmuebles en Renta, S.A. 5.69 Equity Rental property 5,801 (883) (100) -

Calle Príncipe de Vergara, 15 Madrid. method

Parking Palau, S.A. 33.00% Testa Inmuebles en Renta, S.A. 0.66 Método de Rental property 1,998 456 96 -

Plaza de América, 3 Valencia. participación

Tesfran, S.A. 99.992% Testa Inmuebles en Renta, S.A. 669.90 Full Rental property 667,000 4,763 (8,643) -

Rue Notre Dame Des Visctories, 12 París - Francia. integration

Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, S.A. 10.58 Proportional Rental property 16,351 (46) (9,899) -

Avenida García Barbón, 1 Pontevedra. 11.11% Sacyr Construcción, S.A.U. 2.65 integration

230 231


Statement

APPENDIX II TO THE ANNUAL CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED TAX SACYR VALLEHERMOSO, S.A. YEAR 2011

Company

Autovía de Barbanza Concesionaria de la Xunta de Galicia, S.A.

Autovía del Arlanzón, S.A.

Autovía del Eresma Concesionaria de la Junta de Castilla y León, S.A.

Bioeléctrica de Linares, S.L.

Bioeléctrica de Valladolid, S.L.

Biomasa de Puente del Obispo, S.L.

Biomasas de Puente Genil, S.L.

Biomasas de Talavera, S.L.

Bipuge II, S.L.

Burguerstore, S.L.

Cafestore, S.A.U.

Capace, S.L.U.

Cavosa Obras y Proyectos, S.A.

Compañía Energética de Pata de Mulo, S.L.

Compañía Energética La Roda, S.L.

Compañía Energética Las Villas, S.L.

Compañía Energética Puente del Obispo, S.L.

Empresa Canaria de Análisis de Agua, S.L.U.

Empresa Mixta Aguas S. Cruz de Tenerife, S.A.

Erantos, S.A.

Eurocomercial, S.A.U.

Fortuna Golf, S.L.

Fotovoltaica Dos Ríos, S.L.

Gescentesta, S.L.

Gesfontesta, S.A.

Gestora Canaria de Lodos de Depuradora, S.A.

Hidroandaluza, S.L.

Hospital de Parla, S.A.

Hospital del Noreste S.A.

Hospitales Concesionados, S.L.

Ideyco, S.A.U.

Inchisacyr, S.A.

Itaceco, S.L.

Neopistas, S.A.U.

Nisa Vallehermoso, S.A.

Obras y Servicios de Galicia y Asturias, S.A.

Olextra, S.A.

Prinur, S.A.U.

Prosacyr Hoteles, S.L.

Prosacyr Ocio, S.L.

Sacyr Concesiones, S.L.

Sacyr Construcción, S.A.U.

Sacyr Industrial, S.L.U.

Sacyr Vallehermoso Participaciones Mobiliarias, S.L.

Sacyr Vallehermoso, S.A.

Santacrucera de Aguas, S.L.

Scrinser, S.A.

Secaderos de Biomasa, S.L.

Servicios Medioambientales y Energéticos de Valencia 2007, S.L.

Sociedad Anónima de Depuración y Tratamientos, S.A.

Testa Inmuebles en Renta, S.A.

Testa Residencial, S.L.U.

Trade Center Hoteles, S.L.U.

Tradirmi, S.L.

Tratamiento de Residuos de La Rioja, S.L.

Vallehermoso División Promoción, S.A.U.

Valoriza Agua, S.L.U.

Valoriza Conservación e Infraestructuras, S.A.

Valoriza Energía, S.L.U.

Valoriza Facilities, S.A.

Valoriza Gestión, S.A.U.

Valoriza Operación y Mantenimiento, S.L.


Waste Resources, S.L.

CONSOLIDATED TAX SACYR VALLEHERMOSO, S.A. YEAR 2012

Company

Autovía de Barbanza Concesionaria de la Xunta de Galicia, S.A.

Autovía del Arlanzón, S.A.

Autovía del Eresma Concesionaria de la Junta de Castilla y León, S.A.

Bioeléctrica de Linares, S.L.

Bioeléctrica de Valladolid, S.L.

Biomasa de Puente del Obispo, S.L.

Biomasas de Puente Genil, S.L.

Biomasas de Talavera, S.L.

Bipuge II, S.L.

Burguerstore, S.L.

Cafestore, S.A.U.

Capace, S.L.U.

Cavosa Obras y Proyectos, S.A.

Compañía Energética de Pata de Mulo, S.L.

Compañía Energética La Roda, S.L.

Compañía Energética Las Villas, S.L.

Compañía Energética Puente del Obispo, S.L.

Empresa Mixta Aguas S. Cruz de Tenerife, S.A.

Erantos, S.A.

Eurocomercial, S.A.U.

Fortuna Golf, S.L.

Fotovoltaica Dos Ríos, S.L.

Gescentesta, S.L.

Gesfontesta, S.A.

Gestora Canaria de Lodos de Depuradora, S.A.

Hidroandaluza, S.L.

Hospital de Parla, S.A.

Hospital del Noreste S.A.

Hospitales Concesionados, S.L.

Ideyco, S.A.U.

Inchisacyr, S.A.

Itaceco, S.L.

Neopistas, S.A.U.

Nisa Vallehermoso, S.A.

Obras y Servicios de Galicia y Asturias, S.A.

Olextra, S.A.

Prinur, S.A.U.

Prosacyr Hoteles, S.L.

Prosacyr Ocio, S.L.

Sacyr Concesiones, S.L.

Sacyr Construcción, S.A.U.

Sacyr Industrial, S.L.U.

Sacyr Vallehermoso Participaciones Mobiliarias, S.L.

Sacyr Vallehermoso, S.A.

Santacrucera de Aguas, S.L.

Scrinser, S.A.

Secaderos de Biomasa, S.L.

Servicios Medioambientales y Energéticos de Valencia 2007, S.L.

Sociedad Anónima de Depuración y Tratamientos, S.A.

Surge Ambiental, S.L.

Testa Inmuebles en Renta, S.A.

Testa Residencial, S.L.U.

Trade Center Hoteles, S.L.U.

Tradirmi, S.L.

Tratamiento de Residuos de La Rioja, S.L.

Vallehermoso División Promoción, S.A.U.

Valoriza Agua, S.L.U.

Valoriza Conservación e Infraestructuras, S.A.

Valoriza Energía, S.L.U.

Valoriza Facilities, S.A.

Valoriza Gestión, S.A.U.

Valoriza Operación y Mantenimiento, S.L.


Waste Resources, S.L.

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Statement

CONSOLIDATED MANAGEMENT REPORTFOR THE YEAR ENDED December 31 2012

1 HIGHLIGHTS 2012

Undoubtedly the most important highlights for the group, related to 2012, were:

• Strong commitment to the continuing internationalization of our Group. In 2012, we continued to bid on major infrastructure projects in countries throughout the world with a view to increa-sing our Company’s international revenue in coming years. This led again to success in countries where the Group already operates, such as Chile, Angola, Brazil and Panama, and the addition of others such as Colombia, Togo, Bolivia and Mozambique. The result of which is the internationa-lization of the Backlog of 44.232 million euros in total on closing having reached 55% .

• •Strong EBITDA generation in all of the Group’s business areas, thanks to efficient cost and investment management. This has allowed us, despite the ongoing economic crisis, to attain an gross income margin of 14%, up from 13.5% the previous year. Total EBITDA stands at 506 million euros, on the back of a strong performance by the Concessions and Services businesses, with increase of 13.3% and 2.2%, respectively.

• A decline in the Group’s net debt to 8,643 million euros, compared with 8,831 million euros the previous year.

Noteworthy in 2012 is:

• At the end of 2012 the valuation of real estate assets of the Group amounted to 6.257 million euros, with potencial capitan gain of 1,674 million euros, with the following breakdown by company:

Vallehermoso: At December 31, 2012 the valuation of real estate assets of the Group amounted to 1.848 million euros, 15.38% less than 2011.

-Testa: At December 31, 2012 the valuation of real estate assets of the Group amounted to 3,878.53 million euros, 4.77% less than the 2011 appraisal.

The turnover of the Group amounted to 3,613,73 million, 5.41% less than in 2011, due to decli-ning sales in Spain and Portugal, already 41% outside of the country, compared to 39% the pre-vious year. The Group is heavily committed to international growth, already operating in coun-tries like: Italy, Portugal, Ireland, France, Panama, Costa Rica, Chile, Brazil, Bolivia, Australia, Israel, Algeria, Cape Verde, Togo, Mozambique and Angola.

EBITDA was 506.1 million euros, 5.12% below 2011. As a result, the EBITDA ratio stood at 14 %, up from 13.51% the previous year. Meanwhile, net income attributable was -977.54 million euros, mainly due to the impact of the impairment made during the first half of the year, of our share in Repsol. In April 2012, our group detected signs of impairment in the value of the stake in that company, as a consequence of the news of the expropriation of 51% of the capital of YPF, owned by Repsol, by the Government of the Republic of Argentina. Based on such evidence, and after the presentation by Repsol of its Strategic Plan 2012-2016, May 29, 2012, the Group has adjusted the carrying amount of its stake to fair value, which represents an impairment of 1,066 million euros.

2 MACROECONOMIC CONTEXT

2.1 THE INTERNATIONAL ECONOMIC ENVIRONMENT

Once again, 2012 has been characterised by an international economic crisis, although little by little, some countries, such as the United States or Japan, are starting to see light at the end of the tunnel. Not so for Europe, where economic problems appear to have dug themselves in: the shortage and cost of credit to member states, businesses and families, and therefore a lack of liquidity, a sharp decline in consumption, high unemployment, etc. This coupled to the lack of agreement among the member countries of the European Union to move forward and deal with these problems, alongside severe fiscal adjustment policies, has cast doubt on the continuity of the single currency. Countries such as Spain and Italy, are once again in the under the spotlight of the markets, which have speculated for most of the year with their rescue. After numerous sum-mits, plans to advance the issue of so-called “eurobonds” have been ruled out, although it has worked to create a firewall that has avoided for now, that the crisis spread to Spain and Italy in the same proportion as that affecting other states such as Greece and Portugal. The most impor-tant steps in this direction have been: the implementation of the European Stability Mechanism, the agreement for the creation of the Single Banking Supervisor, and a new rescue, in extremis, for Greece, which cleared the doubts about the irreversibility of the European project, for now.

Special mention is for the performance of the Chinese economy, because even experiencing an increase of 7.8% in its GDP, it is at its lowest value in the last ten years, and far from the 9.3% in the previous year, and 10.4% in 2010. European uncertainty has affected the Asian countries’s exports to Europe.

Regarding the leading economies, the United States experienced 2.2% GDP growth in 2012,

In terms of key balance sheet indicators, in 2012 total assets stood at 14.961,25 million euros, while equity was 1,476.16 million euros. In the past three years, the Group has considerably reduced its net debt, from 19,526 million euros at year-end 2008 to 8,643 million euros at year end 2012. This reduction is primarily the result of disinvestments (Itínere Infraestructuras, in 2009, and Repsol, in 2011.), lower costs, as well as the strengthening of equity, thanks to the capital increases carried out in late 2010 and early 2011.

Continued business momentum at the Group is underpinned by the order book, which at Decem-ber 31, 2012 stands at 40,232 million euros, and more than 55% of this is international. This also underscores our Company’s strong international expansion.

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compared with 1.8% the previous year, thanks to strong private consumption, exports and non-residential fixed investment. Also of vital importance has been the government’s mainte-nance of public assistance and expansionary fiscal and monetary policies. Despite its economic growth, the labour market still closed negatively, the unemployment rate reached 7.8%, althou-gh somewhat better than the 8.5% of 2011. Although this is the minimum of the last four years, it is still above the structural levels. Inflation in 2012 ended with a rise of 1.7% compared with 3% the previous year, thanks to stable fuel prices throughout the year and the still quite subdued level of consumer spending. Finally, the FED once again kept interest rates below 0.25% during the year, to stimulate the economic recovery.

Regarding the Euro Zone, as discussed earlier, the economic behaviour of the participating coun-tries has remained very uneven in 2012. Although to date Eurostat has not yet published the final data of GDP, and in many cases closures are provisional, it can be said that the whole of the eurozone fell by 0.6% compared to 1.4% growth the previous year. Eleven member states saw their GDP reduce in the last three months of the year, including the two largest economies of the European Union: Germany and France, with declines of 0.6% and 0.3% respectively. From the countries for which data are available, to date, nine went into recession in the fourth quarter: Spain, Czech Republic, Italy, Cyprus, Hungary, Portugal. Finland, Slovenia and Greece. Among the positive data recorded in the final stretch of the year, noteworthy is the return to growth in Latvia (1.3%), Estonia (0.9%), Lithuania (0.7%), Poland (0.2%), Slovakia (0.2%) and Romania (0.2%). Tension has continued to characterise peripheral countries, with disparate risk premiums. In-deed, another financial bailout was needed, this time, in Cyprus. Markets have begun to question the survival of the euro and are insistent on its breakup, thus leading to an outflow of capital from the peripheral economies to core countries of the euro. Greece, despite receiving a rescue package in 2010, continues to face difficulties in securing financial, and has had to implement hard adjustments and an assistance plan led by the European Central Bank, the European Com-mission and the International Monetary Fund. The ECB has intervened by systematically pur-chasing peripheral-government bonds, as well as by holding various liquidity swaps, in order to normalise countries’ credit situations. With this in mind, in February, it adjudicated 529,531 million euros, at 1% interest, to 800 financial institutions in different countries, at the same time as it increased the range of assets accepted as guarantees, and undertook to offer unlimited liquidity until at least 2014.

Year-on-year inflation in the euro zone was 2.2% in 2012, compared with 2.7% for the previous year, while in the EU as a whole it reached 2.3%, compared with 3% for the previous year. Core inflation, excluding the price of energy and fresh food from the equation, was 1.6% in the euro zone. The lowest annual rates of inflation in the European Union, were in Greece (0.3%), Sweden (1.1%), France and Cyprus (both with 1.5%), while the highest were those in Hungary (5.1%), Romania (4.6%) and Estonia (3.6%). The ECB lowered its interest rates to a historic low of 0.75%, to give a boost to Community economies.

2.2 THE SPANISH ECONOMY

The Spanish economy, measured in terms of GDP, recorded a decline of -1.4% in 2012, com-pared to the slight increase of 0.4% during the previous year. By sectors, is noteworthy again the decline in Construction and Industry, with declines of -8.1% and -2.9% respectively. The sovereign debt and financial system crisis have taken a severe toll on the Spanish economy, worsening its conditions for obtaining financing and undermining confidence among the main economic agents. As a result of further deterioration in the labour market and the ongoing cre-dit clampdown, consumption has remained nearly flat. Domestic demand for a further year, has again performed very negatively, declining by -3.9% year-on-year. The greatest reductions have occurred in household spending and investment in durable goods and services. On the positive side is the strong boost experienced by exports of goods and services, with year-on-year growth

of 3.1%. By contrast, the European Commission analysts, expect further declines in domestic de-mand for the years 2013 and 2014 of -4% and -0.5% respectively. Meanwhile, external demand has caused an increase of 2.5% in tourism GDP in Spain, in 2012. The social and political unrest in North Africa (Tunisia and Egypt in particular) remain very favouring factors for the change in holiday destinations for many foreigners who have finally opted for Spain, making it possible to beat revenue records by exceeded the 55,700 million euro mark. In 2012, a total of 58 million tourists visited Spain, up 2.9% on 2011 and returning to pre-crisis levels.

With respect to the labour market, the Spanish Labour Force Survey revealed the continuing loss of jobs in most economic sectors, especially construction and industry. Unemployment climbed to 26.02% of the economically active population, compared with 22.85% the previous year. The Social Security system was also hit hard again this year, as the number of employed persons was 16.44 million, or 4.57% fewer than in 2011, implying a return to the 2003 rates, according to data from the Treasury General of Social Security. In the general scheme, the areas of activity where more affiliates have opted out are health and social services, construction, hospitality and manufacturing. For its part, the Special Scheme for the Self-Employed also experienced a fall of -1.05% during the year, experiencing affiliate losses in all sectors.

Regarding prices, inflation in 2012 stood at 2.9%, as opposed to 2.4% the previous year, as a result of price hikes in the following groups: Transport (+4.8%), due to the rising prices of fuels and lubricants; Housing (+5.1%), due to rising gas and electricity, and food (+2.3%) due the increase in prices in dairy, eggs, fruits and cereals. The only group to suffer a fall in prices was Communications (-3.4%), owing to the fall in telephone tariffs and services. While the core in-flation, which does not include fresh fruit or energy products in the calculation thereof, stood at 1.6%, a decimal point more than in 2011.

Spain’s main stock market index, the IBEX-35, ended with losses for the second year running. On the last trading day of the year, the index stood at 8,168 points, down 4.65% for the year, somewhat better than the 13.1% decline in 2011.

In Spain, public tenders amounted to 7,377.94 million euros in 2012, a 46% drop year-on-year. Of this total, the central government accounted for 2,649 million euros, 35.9% of the public offer for the year, 59.1% lower than the previous year, followed by local governments, with 2,531.77 million euros, a 30% drop from 2011, and lastly, regional governments, with 2,197.18 million euros, a 38.4% cut with regards the previous year.

Despite the adjustment plans and cost containment, by the Spanish government, the Ministry of Development presented to Congress, on September 26, 2012, the new Plan for Infrastructure, Transport and Housing (PITVI) which replaced the Strategic Infrastructure and Transport (PEIT) and the Strategic Infrastructure Plan (PEI), and will feature an execution timeframe until 2024.

Depending on the macroeconomic evolution scenarios in Spain, up until 2024, the sum total of investments contemplated in the PITVI in relation to the GDP, supposes a variable percentage between 0.89% and 0.94%.

Of the total amount planned, transport policies will be earmarked about 90% of the re-sources and housing 10%. Within the former, 52,403 million euros will be earmarked for highways, including 18,668 million euros for the construction of 3,500 km of new high-ca-pacity roadways, while another 1,265 million will be earmarked for expanding existing road-ways. The high-speed railway, AVE, will receive a 25,000 million euros investment. The bulk of this investment will be used for the connection to Galicia (8,517 million euros) and for the Basque ``Y´´ (4,323 million euros), which will join the three capitals of the region. The other flagship projects will be the AVE to Badajoz, with 2,651 million euros, and the connection to Asturias, with another 1,719 million euros. Other noteworthy interventions include national ports, with 2,000 million euros, and modernization of conventional railway transport, with 1,310 million euros.

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Additionally, and with the aim of kick-starting public investment in Spain during 2013, the Mi-nistry of Promotion has a further ten roadway projects prepared to go out to public tender with a total investment of 600 million euros. The most important in terms of budget, are the Coastal Belt (130 million euros) and a section the National II highway, between Gerona and the French border (110 million euros). On a smaller scale, also noteworthy are the works on the A33 Jumilla-Yecla (Murcia) road, amounting to 100 million euros, improvement works on the SE-40 road (Seville), amounting to 50 million euros and on the SG-20 road (Segovia), amounting to 70 million euros.

Despite constant calls for austerity, by the European authorities, they are aware of the impor-tance that development of infrastructure at European level will have in the new world economic order. Therefore, at the end of 2011, the European Transport Commission approved the new routes of the European rail transport plan. Spain, with five Corridors crossing the entire country, will be one of the main beneficiaries. The network, which will criss-cross the country’s territory, should be completed before 2030, and it is expected to receive a total investment of 49,800 mi-llion euros, of which at least 10% will be covered with Community funding. The Central Corridor will link Algeciras to France, traversing the middle of the peninsula; the Atlantic-Mediterranean Corridor will run from Lisbon to Valencia; a branch of the previous corridor will run from Portugal to France, crossing the Castilian Plateau and the Basque Country; the Mediterranean Corridor will link Algeciras to Murcia, Valencia, Catalonia and the French border; and another corridor will run from the Cantabrian Sea to the Mediterranean, linking Bilbao to Valencia and passing through Pamplona and Zaragoza.

3 THE SACYR VALLEHERMOSO GROUP IN 2012

During this year, Sacyr Vallehermoso has continued to develop the new strategy of the Group, based on strengthening those businesses where we are leaders and experts, as well as further developing the two new growth engines, of construction project and concessions management, and the launch of the new industrial division in the Group: Sacyr Industrial.

This division has been strengthened through the provision of various assets already existing in Valoriza and also uses the new alliances established for entering into these sectors for the cons-truction of electrical, chemical, petrol and gas installations.

All of the above, along with management methods based on cost and debt reduction, as well a strong commitment to continuity in international expansion, will give rise to a Group that is stronger, more innovative, competitive and committed to the our company’s traditional values: prudence, austerity, quality and meeting commitments.

Some of the most significant events during the year are set out over the next few pages, followed by an overview of each business unit.

On 31 January 2012, Sacyr Vallehermoso signed an agreement on the early cancellation of the shareholders’ agreement signed with Petróleos Mexicanos (PEMEX) on 29 August 2011, to jointly regulate the two companies’ shareholdings in Repsol. Therefore, from this date onwards the sha-reholders’ agreement was terminated by both parties.

On March 20, 2012, and under the agreement of the Board of Directors approved on June 3, 2011, the delisting of Sacyr Vallehermoso from the Portuguese Stock Market (Euronext Lisbon) was presented. This was conducted through a permanent purchase order, on the Portuguese market, from March 23 to April 5, 2012 (inclusive) at a price established as: the higher between

of the average price of the previous day’s trading session, set in the Madrid Stock Market, and the opening price of the trading day, also set in the Madrid Stock Market. The result of this perma-nent purchase order was the acquisition by Sacyr Vallehermoso, of a total of 477 shares, which became part of the company’s treasury shares.

From the April 10, 2012 Sacyr Vallehermoso´s shares only trade on the Spanish Stock Markets (Madrid, Barcelona, Valencia and Bilbao) and their records are only carried out by the Spanish Registries System (Iberclear).

Moreover, on March 29, 2012, Sacyr Vallehermoso, in order to increase the liquidity of transac-tions and regularity in its share price, signed a liquidity contract with Bankia Bolsa, S.V., S.A. in ac-cordance with the provisions of the circular 3/2007, of December 19, of the National Securities Market Commission. The duration established was 12 months, to be extended unconditionally for the same period. The liquidity contract was earmarked an amount of 500,000 euros and 500,000 shares held by Sacyr Vallehermoso, among others, as treasury shares.

On June 21, 2012, the General Meeting of Shareholders approved, under the eleventh point of its agenda, a share capital increase, charged to unrestricted reserves, amounting to 21,129,922 euros by issuing putting into circulation 21,129,922 shares of the same class and series and with the same rights as those in circulation at that time. The new shares were allocated to the share-holders of Sacyr Vallehermoso, in the ratio of 1 new share for every 20 outstanding.

July 18, 2012 saw the registration of the bonus share deed of Sacyr Vallehermoso, in the Com-pany Registry of Madrid.

July 23, 2012 trading began with the 21,129,922 new shares of Sacyr Vallehermoso, issued in the capital increase charged to unrestricted reserves, on the Spanish stock markets: Madrid, Bar-celona, Bilbao and Valencia. The new share capital now consists of 443,728,374 shares.

On July 27, 2012, the Board of Directors of Itínere Infrastructure approved a capital increase, for a nominal amount of 116,533,876.62 euros through the issue of 237,824,238 ordinary shares with a nominal value of 0.49 euros , at a total issue price of 3.96 euros per share (implying a share premium of 3.47 per share, with disbursement by offsetting receivables and cash contributions, and with preferential subscription rights.

In September, the agreement was executed by which Sacyr Vallehermoso received a total of 36,939,916 shares of Itínere Infrastructure, as a settlement of the participatory loan, and interest accrued to date, which amounted to 146,282,067.36 euros. From that date Sacyr Vallehermoso proceeded hold 15.5069% of the share capital in Itínere Infrastructure.

In 2012, the Sacyr Vallehermoso, through its investee, Sacyr Vallehermoso Participaciones Mobi-liarias, S.L., received dividends from Repsol S.A. for a total amount of 137.17 million euros (one for 0.5775 euros, at the beginning of January, against 2011 profit, and another, of 0.545 euros per share at the beginning of July, as a final dividend for 2011).

3.1 Performance of the Construction division (Sacyr Construcción-Somague)

The Construction division, headed by Sacyr and Somague, is the primary engine behind the Group and has continued to grow significantly on a national level, and at a spectacular rate in the international area.

Within the tenders awarded in 2012 in the national area, the following are noteworthy.

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• Construction of the new platform for the high-speed rail network in the North-West corri-dor of the AVE from Madrid to Galicia, corresponding to the stretch “Campobecerros-Por-tocamba”, for a total amount of 71.4 million euros, and a deadline 30 months for the execution of works.

• Construction of the new ring road of Autzagane, radial road “Amorebieta-Muxika”, for an amount of EUR 53.52 million and a term of 28 months for project execution.

• Execution of the prolongation project for the dock and quay of Punta Sollana, in the port of Bil-bao. For a total amount of 41.12 million euros and a 44 month execution period for the works.

• Construction of the “Herrera-Altza” stretch of Metro in San Sebastián. For a total amount of 34.58 million euros and a 31 month execution period for the works. The stretch will be 1,040 metres long of which 830 will be underground. The works also include the construction of the new station at Altza, 28 meters deep, which will have two halls and two entrances.

• Construction of the new cruise quay in the expansion of the Port of Valencia (Phase I). With a total budget of 20.94 million euros and a term of 15 months for project execution.

• Construction of the Court House in la Rioja. For a total amount of 20.94 million euros and a 24 month execution period for the works.

• Additional works for the construction of the Navarra Canal, to the amount of 13.19 million euros and a term of 4 months to execute them.

• Construction of the new Vilademuls link on the AP-7 Motorway ( Girona). For a total amount of 10.88 million euros and a 12 month execution period for the works.

• Works and other complementary actions, on the A-2 “Northern Ring road” in Zaragoza: construction of a third lane and improvement of the links; stretch; “ link with the Z-40 -Malpica link”. With an 10.04 million euros investment and a completion schedule of 20 months.

• Construction of 168 homes in the town of Hospitalet del Llobregat (Barcelona), amounting to 9.86 million euros, and an execution time of 22 months for the works.

• Construction of the new Airport Control Tower in Rota (Cádiz), amounting to 9.38 million euros and a term of 27 months for completion of the works.

• Urbanization work on the SUP I-2 in San Fernando de Henares (Madrid). The project has a bud-get of 8.72 million euros and an execution schedule of 30 months.

• Construction of an industrial building in Madrid, for the manufacture and distribution of boxes and cartons, amounting to 8.71 million euros and an execution time of 8 months.

• Construction of 80 homes, business premises, residential garages and storage areas “Santa Eulalia”, for an amount of 8.05 billion euros and an execution period of 16 months.

• Urbanisation work on Sector 10 of the Marina Quarter in (Barcelona). The project has a budget of 6.41 million euros and an execution schedule of 11 months.

• Completion of the construction of 43 town houses, and 86 parking spaces in the Madrid su-burb of Torrelodones. The project has a budget of 6.32 million euros and an execution schedu-le of 10 months.

• Construction of a new integral services centre in “Ibermutuamur” Oviedo. The project has a budget of 5.14 million euros and an execution schedule of 19 months.

• Construction of 54 oficial protection housing, storage space, garages and communal areas in Valdebebas (Madrid). The project has a budget of 5.14 million euros and an execution schedu-le of 16 months.

• Design and construction of the additional impulse for the “Sapo Dam” in El Ejido. For a total amount of 4.9 million euros and a 27 month execution period for the works.

• Construction of a new training and innovation building on the Guipúzcoa University Cam-pus (UPV). The project has a budget of 4.73 million euros and an execution schedule of 13 months.

• Project to extend and reinforce the main road of the Port of Algeciras (Cádiz). For an amount of 4.7 million euros, and an execution period of 17 months, the works will improve the facilities from the Roundabout of the Border Inspection Point to the bridge over the River Miel, and pre-boarding areas for Tangier and Ceuta.

• Adaptation works on an industrial warehouse in the Logistics Park of the Zona Franca in Bar-celona, to accommodate the new logistics services in Barcelona for the postal service. The project has a 4.67 million euro budget and an execution schedule of 10 months.

• Renovation of the “Splau” shopping centre in Cornella de Llobregat (Barcelona). For a total amount of 4.32 million euros and a 5 month execution period for the works.

• Construction of a new underground car park and surface management in Marqués de Mulha-cen, Pedralbes (Barcelona). The project has a budget of 3.73 million euros and an execution schedule of 16 months.

Internationally, the main construction contracts won by the Group were as follows:

Construction of the new hospital in Antofagasta (Chile). For a total amount of 170 million euros, and a execution time of 18 months for the works, this hospital will be the largest in Chile, as it will serve a population of 260,000 people. It will have a floor area 114,000 square meters and a capacity for 671 beds, 18 wards, 24 emergency boxes and a further 45 for consultations. The contract also includes the subsequent operation and maintenance of all non-clinical elements of the complex, for a period of 15 years. This operation will also be carried out by our Group company, Sacyr Concessions.

• Integral improvement extension and maintenance works as well as its operation for a period of 30 years, of the motorway Route 43, between the towns of La Serena and Ovalle (Chile). With a total investment of 145.44 million euros, the works involve the widening to four lanes a stretch of 86 kilometres, within an 18-month execution period. The exploitation of the new highway, which will be conducted by Sacyr Concessions will be within a 500-kilometre corri-dor already managed by our Group.

• Construction of a road to the mining project “Nuevo Nivel Mina” (Chile) for a total of 113.32 million euros. This new route is part of the El Teniente Division and has been awarded by the National Copper Corporation (CODELCO). It includes the construction of 16,22 kilometres of road to the mine, access roads, construction of seven bridges with lengths varying between 40 and 225 meters, a link to the current Copper Road in the Maitenes sector and three tunnels, also different lengths.

• Design and construction contract for the Container Terminal at the port of the city of Lomé (Togo). For a total amount of 107.9 million euros and a 12-month execution period for the works. Located west of the existing port and as it is one of the only deep water sites in western and central Africa, turn the country into a strategic site in terms of frei-ght shipping..

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• Integral improvement Works of the road between the cities of Cali and Buenaventura (Colom-bia) for a total amount of 103 million euros, and an execution time of 51 months. Among other actions will be to adjust and amend 20 kilometres of the existing roadway, with the cons-truction of four viaducts with lengths between 320 and 580 metres, drainage, containment, stabilization, installation of signalling and protection works.

• Construction of the first phase of the Data Centre of the telecommunications company Portu-gal Telecom (PT) in the town of Covilha (Portugal), to the amount of 54.84 million euros, while the total investment in the project will reach 90 million Euro. The execution time is 7 months.

• International Terminal Building and Control Tower Airport Catumbela (Angola), for a total amount of 41.16 million euros. The execution time is 6 months.

• Execution of improvement works in “Santiago Centre - East” (Chile), for an amount of 33.53 million euros. This project is part of the measures being undertaken by the Chilean Ministry of Public Works to increase and improve the connectivity of the highway “North Coast”, one of the main routes of Santiago de Chile. The execution period for the project is 30 months.

• Construction of the new station “Vila Prudente”, in the Metro of Sao Paulo (Brazil), to the amount of 35.14 million euros. The project also includes the construction of a bus terminal, and its connection to the subway line, the technical building and its exterior development. The execution time is 18 months.

• Construction of the University campus of Luanda (Angola), por for an amount of 32.75 million. Execution period for the works of 10 months.

• Construction of a deep water port for the private company Minera Panamá. The project has a budget of 32.54 million euros and an execution schedule of 18 months. The project will be conducted in the Panamanian Caribbean coast.

• Refurbishment works at the International Airport “February 4” of Luanda (Angola): demolition of the old Terminal and construction of a new on for domestic flights. For a total amount of 22.57 million euros and a 6 month execution period for the works.

• Different complementary works in the office of Sonangol Distribuidora (Angola), for a total amount of 19,06 million euros, and an execution period of 11 months.

• Construction of an apartment building on Lenine Avenue in Luanda (Angola) for an amount of 18.1 million euros, and a deadline for the work of 19 months.

• Construction of the new pier for cruise ships in the Portuguese town of Funchal (Madei-ra), for an amount of 17.88 million euros, and a term of 18 months for the execution of works.

• Remodelling and adaptation of secondary school in the Portuguese town of Velas, São Jorge Island (Azores). For a total amount of 14.12 million euros and a 24 months execution period for the works.

• Extension works at the fishing port of “Rabo de Peixe” on the San Miguel Island (Azores), for an amount of 14 million euros and a term of 24 months for the execution of the works.

• Construction of a building in the neighbourhood of Beco do Balao, in Luanda (Angola) for an amount of 12.65 million euros and a term of 12 months for the execution the work.

• Finishings and special facilities for the Condominium “Fashination” in Luanda (Angola). The project has a budget of 11.98 million euros and a execution schedule of 4 months.

• Construction of the Shopping Centre “Praia de Belas” in the town of Porto Alegre, province of Rio Grande do Sul (Brazil). The project has a budget of 10,00 million euros and an execution schedule of 10 months.

• Construction of a goods distribution centre, access roads and other facilities in Louveira, Province of Sao Paulo (Brazil), amounting to 9.99 million euros, and an execution time of 4 months.

• Additional work at the International Airport “February 4” of Luanda (Angola) amounting to 8.38 million euros, and a period of 6 months.

• Rehabilitation work of the offices of the National Bank of Angola, in Luanda, for a total of 8.08 million euros, and a period of 12 months to execute the works.

• Construction of the Magdalena Health Centre, on the island of Pico (Azores), amounting to 7.23 million euros, and a term of 18 months in the execution of the works.

• Construction of Physical Medicine Centre at the Hospital “Américo Boavida” in Luanda (Ango-la), amounting to 6.13 million euros and an execution period of 12 months.

• Construction of the “British-Brazilian” Centre in the city of Sao Paulo (Brazil), amounting to 5.31 million euros, and an a term of 8 months for the execution of the work.

• Design and construction contract of a three star hotel in the city of Maputo (Mozambique). The building, 2,170 square feet on eight floors, with an investment of 2.7 million euros. The execution time is 12 months.

The high level of growth and profitability in this division at December 31 is guaranteed by the Construction backlog which stood at 5,998 million euros.

3.2 Performance of the Concessions division (Sacyr Concesiones).

Significant events affecting the Infrastructure Concessions business in 2012 included the following:

Regarding contracts awarded:

Construction, exploitation and maintenance of the new hospital in Antofagasta (Chile). It will have a floor area 114,000 square meters and a capacity for 671 beds, 18 wards, 24 emergency boxes and a further 45 for consultations. The administrative concession covers all non-clinical elements of the complex, for a period of 15 years. Revenues are expected to reach 676 million euros, during the life of the concession. It will be the largest hospital in Chile and supply a popu-lation of over 260,000 people.

• Integral improvement extension and maintenance works as well as its operation for a period of 30 years, of the motorway Route 43, between the towns of La Serena and Ovalle (Chile). The works involve the widening to four lanes a stretch of 86 kilometres, within an 18-month execution period. The exploitation of the new highway, over a thirty-year period will be within a 500-kilometres corridor already managed by our Group. The expected income throughout the term of the concession, will reach 706 million euros.

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Regarding corporate operations:

• Sacyr Concesiones sold at the beginning of July, the 2020 European Fund for Energy, Climate Change and Infrastructure “Marguerite Fund”, 45% of the “Highway Arlanzón” concessionaire of the A-1 dual carriageway: stretch “Santo Tomé del Puerto - Burgos”. The amount of the transaction amounted to 106.6 million euros, and the Group retains the remaining 55% of the Concessionaire company.

• Sacyr Concessions, at the beginning of August, completed the refinancing of the Concessionai-re “Valles del Desierto”, owner of the highway “Vallenar - Caldera” in Chile. The amount of the loan was 133.1 billion Chilean pesos, with 50% finance by CorpBanca and Banco Estado. It has various sections and its maximum period of execution is ten years.

• Sacyr Concesiones, also during the month of August, closed financing for an amount of 262 million euros, of the motorway “La Serena - Vallenar” (Chile). The operation was performed likewise with the Chilean financial institutions CorpBanca and Banco del Estado.

• Sacyr Concessions, during the month of December, has come to hold a 67.3313% stake in the Murcia region Sociedad Concesionaria del Aeropuerto, following the acquisition of a 6.666% of that company, Inprisma.

Lastly the following highlights also need to be stressed:

• In the month of March Sacyr Concesiones inauguration the new Hospital of the Isla Terceira, Azores (Portugal). The building, which has received an investment of 61.7 million euros, is 50,000 square metres, has 236 beds, and 45 outpatients consulting rooms. It will be exploited by our company for a period of 30 years.

• In May the entire “Arlanzón Motorway”, concessionaire of the A-1 was put into service: stretch “Santo Tomé del Puerto - Burgos”.

• In September, the Board of Directors of the Autopista Madrid Sur Concesionaria Española, S.A. and Inversora de Autopistas del Sur, S.L., whose manage the Radial 4 Motorway and in which our Group has a 35%, agreed to request the bankruptcy protection. Sacyr Vallehermoso’s par-ticipation in these companies is not control, these companies did not provide their turnover and EBITDA to Group. Moreover, from the previous year, the total investment in this share was completely deteriorated, so the bankruptcy petition does not imply any impact on our com-pany accounts.

• Also in September, Accesos de Madrid Concesionaria Española, S.A.U. and Alazor Inversiones, S.L., responsible for the operation and maintenance of the R-3 and 5 in Madrid, and in which Sacyr Vallehermoso has a 25.16% share, requested voluntary bankruptcy protection. Our group share had totally deteriorated since 2011, so this operation will have no impact on our society accounts. As it was not a controlling stake, this company did not provide revenue or EBITDA to the Group.

• In October, Autopista Madrid Levante Concesionaria Española, S.A.U. e Inversora de Autopistas de Levante, S.L., companies that manage the operation of the toll motorway AP-36 “Ocaña - La Roda”, and in which our group participates 40% requested voluntary bankruptcy protection. As in the previous case of dealerships, our share is a minority, so that these companies did not provide revenue or EBITDA to the Group. In addition the investment in it had been totally deteriorated since the previous year.

Future recurring activity was 20,388 million euros at December 31, locking in sustained growth and profitability at this division.

3.3 Performance of the Services division (Valoriza)

At the Sacyr Vallehermoso Group´s Services division, headed by Valoriza Gestión, S.A., earnings momentum remained at an outstanding level as the Division continued committed to its growth and diversification strategy.

The highlights in 2012 in each of the business lines that form this division - environment, water, energy and multiservices - were as follows:

Environment

In 2012, Valoriza Servicios Medioambientales continued to fulfil its important role within the Valoriza Group´s environmental area. In this regard, despite the difficulties posed by the current economic climate, the Valoriza Grupo Environmental Servicios consolidated its position within the sector and continues to be a leading business group. The areas in which it conducts its busi-ness are outlined below:

• Municipal services: An engine of growth in recent years, this branch includes managing con-cessions for street cleaning, waste collection in urban areas, including underground contai-nerization, landscaping and maintenance of green areas, parking meter management, tow-away services, and removal of vehicles from the road. •Contracts won in 2012 included the following:

- Parking Service, tow-truck service and management of fines in the Madrid suburb of Val-demoro. The contract is for a period of 25 years, including future revenues of 80.8 million euros.

- Contract for street cleaning and Collection of Solid Urban Waste, in the Madrid suburb of Majadahonda. The project has a budget of 62.09 million euros and a concession schedule of 10 years.

- Vehicle parking control service, immobilization, withdrawal and transfer of vehicles on the outskirts of Madrid Galapagar. The project has a budget of 11.5 million euros and a period of 10 years, extendible for another two for the concession.

- Maintenance and conservation of trees in Madrid, totalling 10.63 million euros with a one-year concession.

- Extension to the outside cleaning Service “land side” and “air side” of the International Airport of Barajas (Madrid). totalling 8.9 million euros.

- Management of Urgent Public Cleaning System (SELUR) in Madrid. The project has a budget of 8.51 million euros and a concession schedule of two years.

- Conservation and maintenance contract of greenery in the gardens of the Old Quarter, and the districts of Triana, Los Remedios and the Macarena in Seville. The project has a budget of 5.52 million euros and a concession schedule of 4 years.

- Street cleaning and collection of Solid Urban Waste and Recycling Centre management of the Madrid suburb of Paracuellos del Jarama. The project has a budget of 5.33 million euros and a concession schedule of 5 years.

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• Waste Treatment: important concessions obtained in recent years and long concession pe-riods. Develops the construction and operation of Solid Urban Waste plants, containers, bat-teries, waste treatment centre, degassing of dumps and biomethanation plants, incineration and energy recovery and treatment facilities, composting and thermal drying of sludge from wastewater. Noteworthy are the following contracts awarded in 2012:

- Exploitation and maintenance of the Biomethanation plant of “La Paloma” (Madrid). The project has a budget of 56.56 million euros and a period of 14 years, extendible for a fur-ther two for the concession.

- Management of the public service for the operation, maintenance and conservation of Waste Treatment Centre of the locality of Aranda de Duero (Burgos). The project has a bud-get of 4.12 million euros and a period of 2 years.

• Works and environmental regeneration: This area encompasses water quality control, atmos-pheric control and recovery of landscapes and woodlands.

Water

This activity comprises two fields of action: engineering, development, execution, maintenance and operation of all types of plants (water treatment plants, water purification plants, desalina-tion plants, tertiary treatment and reuse, industrial processes, agricultural treatments, etc.) and integral management of the water cycle under public and private concession.

Valoriza Aqua in Spain and AGS in Portugal and Brazil are in charge of the water cycle manage-ment activity, serving more than three million people in the three countries.

Valoriza Agua, one of the leaders group in our country, has a backlog of foreign and domestic, contracts of more than 6,400 million euros.

Among the most significant activities carried out, noteworthy is the management of the water cycle in the city of Santa Cruz de Tenerife, through the participated company Emmasa; the management of drinking water distribution in Las Palmas de Gran Canaria, through of the subsidiary Emalsa, management of the integrated water cycle in the Madrid suburb of Alcala de Henares, through Valoriza Water, and water supply concession in the city of Guadalajarara. In Portugal, AGS supplies 18 municipalities, among which we would highlight Setubal, Cascais, Gondomar and Barcelos. Also in Brazil, the company operates three concessions in the State of Sao Paulo.

Regarding the execution of works and project development, Valoriza Water acts through its de-pendent company Sadyt, which is a world leader in the field of desalination, reverse osmosis and water treatment.

In this area, the following noteworthy contracts were awarded in 2012:

Somague Ambiente was awarded the work of construction, operation and maintenance for 30 years, of the plants necessary for the production and distribution of water in the city of Votoran-tim in Sao Paulo, Brazil. For a total amount of 300 million euros for the construction and opera-tion for 30 years, the facility will serve a population of 110,000 persons.

Sadyt was awarded the contract for the construction of the new Drinking Water Treatment Station in Pelayos de la Presa (Madrid). The project has a budget of 13.87 million euros and an execution schedule of 20 months. The new plant will serve the more than 115,000 residents of the south wes-tern corner of the Community of Madrid (Pelayos de la Presa, San Martin de Valdeiglesias, Las Rozas de Puerto Real, Vidrios y Cenicientos), being able to treat up to 50,000 cubic meters of water a day.

Valoriza Agua was awarded the concession of the Integrated Water Cycle of the area of Valdáliga (Cantabria). The project has a budget of 9.87 million euros and a concession schedule of 25 years. Among other actions, the project includes the renovation of the existing networks, the active search for leaks, improving pressure levels, etc.

Multiservices

Valoriza Servicios a la Dependencia has become consolidated this year as one of the leading companies in the sector, by providing home care services to more than 7,500 people in the provinces of Ávila and Jaen, and in the towns of Albacete, León, A Coruña, Toledo, Talavera de la Reina, Naron, Ferrol, Lasarte, Galapagar, Móstoles, Majadahonda, Valdepeñas and Sierra Oeste in Madrid. It also manages a total of 1,315 beds, distributed in 22, publicly and priva-tely owned centre residential centres.

The main contracts awarded to this company during 2012 were::

• Home-care services in the municipalities of the province of Jaén, to the amount of 23.06 mi-llion euros for a two-years period.

• Integral management of a Residence and Day Centre in the Madrid town of Villa del Prado. The project has a budget of 7.17 million euros and a period of 3 years.

• Home help service contract for the Madrid town of Getafe. The project has a budget of 3.71 million euros and a period of 2.5 years.

Valoriza Facilities, the company in the Group specialised in integral cleaning of buildings and installations had again a good financial year.

The main contracts awarded to Valoriza Facilities in 2012 were:

• Cleaning contract for the building and other facilities of the University Hospital “Virgen de la Arrixaca” in the town of El Palmar (Murcia). The project has a budget of 17.58 million euros and a period of 2 years, extendible for another 2 years for the concession.

• Cleaning services for the offices and the airports of Palma de Mallorca and Vigo. The project has a budget of 8.48 million euros and a concession schedule of 2 years.

• Cleaning services for the airport of Málaga. The project has a budget of 7.75 million euros and a concession schedule of 2 years.

• Integral energy service and maintenance contract of all public facilities (schools, sports cen-tres, City Hall, etc..) of the municipality of Sevilla la Nueva (Madrid). The project has a budget of 6.3 million euros and a period of 15 years.

• Integral maintenance services for the portfolio of properties from “Santander Real Estate”, for an amount of 5.88 million euros and for a term of two years.

• Energy systems services for seven council building in the city of Teruel. For an amount of 3 million euros, and a term of 10 years, the concession contemplates the five public schools in the town, the sports centre of Los Planos and the City Council.

At the end of the year, Cafestore, the Group company specialised in operating motorway service areas and managing restaurants and cafeterias in large facilities, had 28 service areas in Spain and restaurants in the three new hospitals in the Madrid region.

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Valoriza infraestructuras, is the company in the Group specialising in road maintenance and con-servation. Among other actions, it has been assigned the maintenance and conservation work on 4,250 kilometres of road, the conservation of 7 dams, a mini hydroelectric, power station, two networks of more than 140 kilometres of irrigation channels and the port of Bilbao.

Within this context, it is worth noting the following awards during the year:

• Renovation of the Conservation Contract for the A-1 “ Arlanzón Motorway”. The project has a budget of 57.8 million euros and a concession schedule of 15 years.

• Maintenance and conservation work on the sector 01 and 04 roads in Jaén. The project has a budget of 10.72 million euros and a period of 3 years.

Industrial

Sacyr Industrial is the division of Sacyr Vallehermoso Group, the result of the integration of the different companies and specialized areas of the Group, in charge of energy and industrial business through the promotion, implementation, commissioning and operation of the projects in the following areas business:

• Engineering and energy. Sacyr Industrial is positioned as one of the major players in the Spa-nish energy sector and an international benchmark in conventional and renewable energy generation plants, co generation plants, the development of biomass plants, solar energy and geothermal energy plants. It also operates and maintains power plants and industrial facilities with an installed capacity of more than 900MW.

• Environment and Mining: Sacyr Industrial is one of the top international companies in the de-sign, construction and operation of waste treatment and valuation plants, having performed the design and construction of 43 waste management plants and installed 114 MW of power gene-ration. The company also has experience in the development of mining and processing plants.

• Oil & Gas: Sacyr Industrial has agreements with other technology companies that enable us to offer EPC solutions for refineries, chemical and petrochemical plants, gas and Liquefied Natural Gas processing and treatment, and the transportation and storage of liquid and gaseous fuel.

• Electrical Infrastructure: Sacyr Industrial provides engineering and construction services for high vol-tage power transmission lines, electrical substations and facilities in low, medium and high voltage.

The following awards have been made during this year:

• Installation of a “Well head” and construction of a gas duct in the province of Caipipendi (Bo-livia). For a total amount of 40.63 million euros and a 2-year execution period for the works.

• Electricity generation projects for a total amount of 25.4 million euros. The project, undertaken for the regional company YPFB Refinación of Bolivia, in its refineries in Santa Cruz and Co-chabamba, involves, among other actions, the installation of electricity generators with their corresponding electrical substations, and other peripheral jobs to energy supply to different areas of refineries. The execution period for both projects is 20 months.

In 2012 the following milestones were noteworthy:

• In Cogenerations: Sacyr Industrial remains operational, to date, six cogeneration plants for drying olive waste. In this technology, Sacyr Industrial already has over 116.7 Mw of installed capacity, through its subsidiaries, and is generating 900,000 MWh/year.

• In Biomass: Valoriza maintains three plants in operation, reaching an output of 34 MW, and generates 251,000 MWh/year.

Momentum in the Valoriza Group over the next few years is fully assured by an order book of 11,558.27 million euros at December 31 2012.

The targets for 2013, and beyond are focused on the organic development of existing busi-nesses, so as to achieve the critical activity mass that will allow the division to optimise pro-fitability in each of its business lines. Nevertheless, the Group is always alert to new business development opportunities that will allow it to improve profitability and consolidate synergies with other Group activities.

3.4 Performance of the Residential Development division (Vallehermoso)

During another year, activity in the Group´s residential development area has been affected by a significant slowdown in the national real-estate market. However, despite this context, the Group delivered 508 homes during the year and generated revenue of 184.2 million euros once land sales were included.

In 2012 we have continued to meet, without any incidents, all Vallehermoso´s milestones and commitments within the framework established in the process of restructuring its debt, which took place in August 2010. This agreement, accepted by all banks and creditors froze the prin-cipal and interest on the debt, for a total of three years, for that debt related to the finished product, and for five years, for the debt associated with land.

Thanks to that agreement, credit facilities were also made available to cover Vallehermoso’s fi-nancial needs for five years. This is allowing the company to continue to carry on its business, complete housing units that are currently in progress.

The land bank of Vallehermoso at the end of 2012 amounted to 7.3 million square meters, equi-valent to a buildable area of 2.3 million meters, or more than 18,155 homes.

The independent real estate counseling agency Tasaciones Hipotecarias, S.A. has appraised the worth of the real estate assets at the end of the financial year at 1.848 billion Euros. Of this total, 1.438 billion correspond to land, 347 million to finished product pending sale and 63 million to other assets.

Sales contracts, not accounted for yet in the income statement , at December 31, reached 20.64 million euros.

3.5 Performance of the Property Management division (Testa)

Financially, it was a very good year for the Testa Group, business division which is responsible for the Sacyr Vallehermoso Group´s property rentals division.

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In late February, Testa Inmuebles en Renta sold the office building located at Paseo de Gracia 56 in Barcelona for the total amount of 53.5 million euros . This building has a total of 8,212 square metres above ground and a further 9,860 square metres underground, which correspond to 32 garage spaces.

At the end of 2012, the Testa Group had 1,522,992 square meters of property in rental, providing during the year, a total of 246.9 million euros revenue through consolidated rental. Of the total rental revenue, 68% corresponds to offices (166.1 million euros), 13% to hotels (29.5 million euros), 10% to shopping centres (25.6 million euros), and another 9% (25.7 million euros) from the rental factories, homes, homes for the elderly and car parks.

The average occupancy rate across all buildings, was 95.2%, while the average monthly rental income per occupied square metre was 16.37 euros.

The rental revenue book amounted to 2,267.39 million euros at December 31, which ensures a strong level of invoicing over the coming years.

The real estate assets of the Testa Group have been appraised by two independent counselling agencies: CBRE Valuation Advisory, S.A. (for assets under operation and on-going projects) and Tasaciones Hipotecarias, S.A. (for land). The joint value obtained was 3.878 billion euros, 4.77% less than in 2011, with a capital gain of 1.092 billion euros.

3.6 Holding in Repsol, S.A.

In 2012, Sacyr Vallehermoso, through its investee Sacyr Vallehermoso Participaciones Mobilia-rias, S.L., remained a core shareholder of Repsol, S.A.

Repsol is the leading company in its sector in Spain and one of the ten largest private oil compa-nies in the world. It is also the leading seller of Liquefied Petroleum Gas (LPG) in Spain, serving more than eleven million customers in our country. As for chemicals, Repsol continues to lead in Spain and Portugal, and is the world leader in plastics for agriculture. Repsol also participates in the energy companies Gas Natural SDG, S.A., with 30.85%, and in Compañía Logística de Hidro-carburos CLH, S.A with 10%.

On 16 April, the Argentine government executed partial expropriation without compensation of the 51% of share capital held by Repsol in YPF, leaving the Spanish company with just 6% of the capital of the Argentine company.

Repsol filed, during the month of June, an appeal of unconstitutionality before the courts in Ar-gentina demanding the return of expropriated assets or the payment of a fair price.

Also, in December, Repsol filed a demand for international arbitration before the International Centre for Settlement of Investment Disputes (ICSID), an agency under the World Bank, for “vio-lation of the Agreement for the Promotion and Reciprocal Protection of Investments between Spain and Argentina, dated 3 October 1991 “, also requesting compensation amounting to 10,500 million dollars.

During 2012 Repsol, S.A. billed a total of 57.193 million euros, with consolidated attributable profit reaching 2,060 million euros.

During the past year, Repsol, S.A. paid a final gross dividend of 1.1225 euros per share (0.5775 euros as an interim dividend against 2011 profit and 0.545 euros as a final dividend for that year). Sacyr Vallehermoso Participaciones Mobiliarias, S.L.´s share of the dividend amounted to 137.17 million euros.

Repsol, S.A. is listed on IBEX -35 index on the Spanish stock market, as well as on the leading indexes in the United States. At year-end 2012, the Company´s share price stood at 15.335 eu-ros (for a 35.39% revaluation compared with 2011) and its market capitalisation was 19,263.5 million euros.

On 27 February 2013, Repsol reached an agreement with the Shell Oil Company for the sale of GNL assets (Liquefied Natural Gas) for 6.653 million dollars, which includes minority interests in Atlantic LNG (Trinidad and Tobago), Peru LNG and Bahía de Bizkaia Electricidad (BBE), along with the LNG sales contracts and charter of LNG carriers, and its loans and related debt. Without taking into account linked debt and associated credits, the value of the assets subject to the transaction amounted to 4,400 million dollars, for a gain before tax for Repsol of 3,500 million dollars.

This operation, which has economic effects dated 30 September 2012, strengthened Repsol´s balance sheet and financial position, reinforced ratings and reduced the company’s net debt by more than half (excluding Gas Natural Fenosa), to 2,200 million euros.

Repsol and Shell are proposing to close the deal before the end of 2013, after obtaining all necessary approvals and the fulfilment of agreed conditions. Repsol will continue to operate the assets being sold until the closing of the deal.

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With the proceeds of this sale, Repsol will strengthen the organic growth of its upstream busi-ness, in which the company has successfully developed an intense exploration activity in recent years. Specifically, in countries where Repsol has sold its LNG assets, the company will maintain a major level of activity in exploration and production.

Along with the sale of assets, Repsol and Shell have signed an agreement, by which the latter company will supply LNG to the regasification plant in the Repsol Canaport complex (Canada) over the next 10 years, with a volume of about 1 million tonnes. The Canadian complex has been left out of the sale transaction because of the currently low level of gas prices in the United States, preventing a proper assessment of the importance of the asset over the medium and long term. Repsol will analyse all operational, financial and strategic options for the plant.

4 SHARE PERFORMANCE AND TREASURY SHARES

At December 31 2012 Sacyr Vallehermoso’s share capital was fully subscribed and paid. Share capital was composed of 443,728,374 shares with a nominal price of 1 euro each. There is only one class and series of shares, and all shares carry the same rights.

At year-end 2012, Sacyr Vallehermoso´s market capitalisation stood at 733.04 million euros. Share performance on the electronic trading system was as follows:

SHARE PERFORMANCE DURING 2012

Number of shares admitted to trading 443,728,374

Volume negotiated (Thousands of Euros) 1,489,547

Negotiation days 256

Closing price 2011 (Euros) 3.97

Closing price 2012 (Euros) 1.65

Maximum ( 03/01/12) (Euros) 4.04

Minimum ( 23/07/12) (Euros) 1.01

Weighted average rate (Euros) 1.77

Daily trading volume (no. of shares) 3,277,892

Liquidity (Share negotiated/capital) 1.89

Sacyr Vallehermoso’s share has had a downward trend from 3.97 euros per share, at the close of 2011, to 1,652 euros per share, at the close of 2012. The intraday high was at 4.04 euros per share on January 3, while its daily close, was 3,998 euros per share on January 2. By contrast, the intraday low was 1,019 euros, on July 23, while the closing low was reached on July 25 with 1,033 euros per share.

Sacyr Vallehermoso’s performance was quite unlike that of the IBEX-35, the General Index and the National Construction Index. SyV shares were more volatile than the benchmark indices, however, with an average weighting of 1.77 euros per share. Average daily trading volume was over 3.27 million shares, for a total of 1,489.55 million euros for the year.

At December 31 2012, the Parent company held 2,204,321 treasury shares, equivalent to 0.49677% of its share capital. At the average exchange rate, the price paid was 21.57 euros per share.

During the first half of the year, 477 treasury shares were acquired as a result of the delisting of Sacyr Vallehermoso on the Lisbon Stock Exchange (Euronext Lisbon). This acquisition was made through a permanent purchase order, on the Portuguese market, from March 23 to April 5, 2012 (inclusive).

Moreover, on March 29, 2012, Sacyr Vallehermoso, in order to increase the liquidity of transac-tions and regularity in its share price, signed a liquidity contract with Bankia Bolsa, S.V., S.A. in accordance with the provisions of Circular 3/2007, of December 19, of the National Securities Market Commission. The duration established was 12 months, to be extended unconditionally for the same period. The liquidity contract was earmarked an amount of 500,000 euros and 500,000 shares held by Sacyr Vallehermoso, among others, as treasury shares.

Since the launch of the liquidity contract, and until December 31, 2012, a total of 35,925,705 and 36,435,705 shares of Sacyr Vallehermoso, have been acquired, and disposed respectively.

SHARE PERFORMANCE 2012 2011 % 12/11

Share price (Euros) 4.04 9.59 -57.87%

Maximum 1.01 3.75 -73.07%

Minimum 1.77 6.15 -71.22%

Average 1.65 3.97 -58.44%

End of year 3,277,892 1,879,973 74.36%

Daily trading volume (no. of shares) 1,489,547 2,970,128 -49.85%

Annual volumen (thousands of Euros) 443,728,374 422,598,452 5.00%

No. of shares at year-end (admitted for trading) 733,039 1,677,716 -56.31%

Market capitalisation (thousands of euros) 0.08 0.24 -66.67%

Weighing in the IGBM (%) 0.49 0.66 -25.21%

Price/Carrying amount (no. times) 0.00 0.10 n,s,

Dividend per share (Euros/Share) 0.00 2.52 n,s,

Profitability per dividend (%)

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Statement

As a result of the bonus share issue, during the month of July 2012, and at the ratio of 1 new share for every twenty in circulation, Sacyr Vallehermoso received a total of 131,633 new shares as a result of exercising the subscription rights corresponding to the shares held in treasury at that time.

At December 31, 2012, Sacyr Vallehermoso, S.A. held a total of 1,026 shares of Sacyr Vallehermoso, S.A. in custody : 308 shares corresponding to the unsubscribed shares in the bonus, made in the year 2011, and another 718 shares to the unsubscribed shares in the bonus conducted in July this year.

Sacyr Vallehermoso will be the legal custodian of these shares during the three years established by law at the end of which, and in accordance with the provisions of section 59 of the Spanish Companies Act, it will proceed to sell them and enter the resulting amount, together with the dividends received during that period of time, in the Spanish General Deposit Fund, where it will be available to their owners.

At the close of 2012, Sacyr Vallehermoso, S.A. was trading at 1.652 euros per share, meaning a decrease of 58.39% with regards the close of the previous year (3.97 euros per share).

5 MAIN RISKS AND UNCERTAINTIES FACING THE SACYR VALLEHERMOSO GROUP

The policy for managing financial risks and the financial instruments used to do so are detailed in Note 26 to the consolidated financial statements.

6 ANNUAL CORPORATE GOVERNANCE REPORT

The Annual Corporate Governance Report (included in the additional information regarding Ar-ticle 61 bis of the Securities Market Act), which forms an integral part of the 2012 management report, is attached as Appendix I.

7 CORPORATE GOVERNANCE AND CORPORATE RESPONSIBILITY

In 2012 there were no changes to the Group´s Corporate Governance or Corporate Responsibi-lity policies.

The Group continues to strengthen its obligations and controls, which are the responsibility of the Board of Directors and its Committees, moving toward a management model that incorpora-tes and develops best practices in corporate governance.

8 RESEARCH AND DEVELOPMENT ACTIVITIES

In 2012, the no significant research or development have been made Research or Development.

9 EVENTS AFTER THE BALANCE SHEET DATE

Events after the balance sheet date are detailed in Note 36 to the consolidated financial state-ments.

10 ENVIRONMENT AND PERSONNEL

The Group´s environmental and personnel policies are detailed in Notes 37 and 39, respectively, to the consolidated financial statements.

11 HEDGE ACCOUNTING POLICY AND RISKS

The policy and risks employed in hedge accounting are detailed in Notes 24 and 26 to the con-solidated financial statements.

consolidated statement · 2020-05-08 · consolidated statement of cash flows at december 31 of...

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