Ferrovial SE (FER) 20FR12B/A Initial registration of securities (foreign private issuers) (amended)

As filed with the Securities and Exchange Commission on April 29, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM 20-F

(Mark one)

☒

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:

Ferrovial SE

(Exact name of registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

Gustav Mahlerplein 61-63
Symphony Towers, 14th floor
1082 MS Amsterdam
The Netherlands

(Address of principal executive offices)

Ignacio Madridejos
Chief Executive Officer
Gustav Mahlerplein 61-63
Symphony Towers, 14th floor
1082 MS Amsterdam
The Netherlands
+31 20798 37 00

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Copies to:

M. Ryan Benedict
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
+44 20 7710-4669

Securities registered or to be registered, pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value EUR 0.01 per share	FER	Nasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐   Large accelerated filer ☐   Accelerated filer ☒   Non-accelerated filer ☐   Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐   U.S. GAAP ☒   International Financial Reporting Standards as issued by the International Accounting Standards Board ☐   Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17   ☐      Item 18   ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☐

TABLE OF CONTENTS

​	Page
INTRODUCTION AND USE OF CERTAIN TERMS	​	iv
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	​	v
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	​	vii
PART I	​	1
ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS	​	1
A. Directors and Senior Management	​	1
B. Advisers	​	1
C. Auditors	​	1
ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE	​	1
ITEM 3.    KEY INFORMATION	​	1
A. [Reserved]	​	1
B. Capitalization and Indebtedness	​	1
C. Reasons for the Offer and Use of Proceeds	​	2
D. Risk Factors	​	2
ITEM 4.    INFORMATION ON THE COMPANY	​	43
A. History and Development of the Company	​	43
B. Business Overview	​	48
C. Organizational Structure	​	92
D. Property, Plants, and Equipment	​	94
ITEM 4A.  UNRESOLVED STAFF COMMENTS	​	94
ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS	​	94
A. Operating Results	​	94
B. Liquidity and Capital Resources	​	126
C. Research and Development, Patents and Licenses, etc.	​	143
D. Trend Information	​	143
E. Critical Accounting Estimates	​	143
ITEM 6.    DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES	​	146
A. Directors and Senior Management	​	146
B. Compensation	​	153
C. Board Practices	​	159
D. Employees	​	164
E. Share Ownership	​	164
ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	​	165
A. Major Shareholders	​	165
B. Related Party Transactions	​	166
C. Interests of Experts and Counsel	​	168
ITEM 8.    FINANCIAL INFORMATION	​	168
A. Consolidated Statements and Other Financial Information	​	168
B. Significant Changes	​	179

i

​	Page
ITEM 9.    THE OFFER AND LISTING	​	179
A. Offering and Listing Details	​	179
B. Plan of Distribution	​	179
C. Markets	​	179
D. Selling Shareholders	​	179
E. Dilution	​	179
F. Expenses of the Issuer	​	179
ITEM 10.   ADDITIONAL INFORMATION	​	179
A. Share Capital	​	179
B. Memorandum and Articles of Association	​	182
C. Material Contracts	​	187
D. Exchange Controls	​	187
E. Taxation	​	187
F. Dividends and Paying Agents	​	197
G. Statement by Experts	​	197
H. Documents on Display	​	197
I.  Subsidiary Information	​	198
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	​	198
ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	​	198
A. Debt Securities	​	198
B. Warrants and Rights	​	198
C. Other Securities	​	198
D. American Depositary Shares	​	198
PART II	​	199
ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	​	199
ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	​	199
ITEM 15.   CONTROLS AND PROCEDURES	​	199
A. Disclosure Controls and Procedures	​	199
B. Management’s Annual Report on Internal Control Over Financial Reporting	​	199
C. Attestation Report of the Registered Public Accounting Firm	​	199
D. Changes in Internal Control Over Financial Reporting	​	199
ITEM 16.  [RESERVED]	​	199
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	​	199
ITEM 16B. CODE OF ETHICS	​	199
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	​	199
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	​	199
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	​	199
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	​	200
ITEM 16G. CORPORATE GOVERNANCE	​	200
ITEM 16H. MINE SAFETY DISCLOSURE	​	200

ii

​	Page
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	​	200
PART III	​	200
ITEM 17.   FINANCIAL STATEMENTS	​	200
ITEM 18.   FINANCIAL STATEMENTS	​	200
ITEM 19.   EXHIBITS	​	200
SIGNATURES	​	201
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	​	F-1

iii

INTRODUCTION AND USE OF CERTAIN TERMS

The Group started its operations in 1952 as a Spanish railway infrastructure company under the commercial name “Ferrovial”. In May 1999, our predecessor Grupo Ferrovial, S.A. completed an initial public offering of its ordinary shares and the listing of its ordinary shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, regulated markets of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (such exchanges, together, the “Spanish Stock Exchanges”).

Since our inception, we have undergone various corporate reorganizations, the most recent taking place on June 16, 2023, when we completed: (i) our re-domiciliation from Spain to the Netherlands through a cross-border merger by absorption between Ferrovial, S.A. (“Ferrovial, S.A.”), as the Spanish absorbed company and the pre-Merger parent of the Group, and Ferrovial International SE (renamed Ferrovial SE (the “Company” or “Ferrovial”) following the Merger (as defined below)), as a wholly-owned subsidiary of Ferrovial, S.A. and the Dutch absorbing company, with the termination, via dissolution without liquidation, of Ferrovial, S.A. and the acquisition of all of Ferrovial, S.A.’s assets, liabilities and other legal relationships by universal succession by Ferrovial International SE (the “Merger”) and (ii) the admission to listing and trading of all ordinary shares with a nominal value of EUR 0.01 each (the “Shares” or “ordinary shares”) in the share capital of Ferrovial on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (“Euronext Amsterdam”) and the Spanish Stock Exchanges. The Shares began trading on Euronext Amsterdam and the Spanish Stock Exchanges on June 16, 2023.

We are submitting this registration statement on Form 20-F in anticipation of the listing of our ordinary shares on the Nasdaq Global Select Market under the symbol “FER”.

We have prepared this registration statement using a number of conventions, which you should consider when reading the information contained herein.

In this registration statement, unless otherwise specified, the terms “Ferrovial,” the “Company,” the “Group”, “our company,” “we,” “us,” and “our” refer to Ferrovial SE, individually or together with its consolidated subsidiaries, as the context may require (or Ferrovial, S.A., individually or together with its consolidated subsidiaries, if referring to the period prior to the Merger completion); the term the “Group Companies” refers to the companies within the Group and the term the “Companies” refers to the companies within the Group and our equity-accounted companies. In addition, we may use the full name of the pre-Merger or post-Merger parent company, wherever such reference may aid in the understanding of this filing.

Additionally, this registration statement uses the following conventions:

•

“Australian dollar”, “AUD” and “AU$” are the lawful currency of Australia;

•

“Canadian dollar”, “CAD”, and “Can$” are the lawful currency of Canada;

•

“euro”, “EUR” or “€” are the single currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time;

•

“Indian rupee”, “INR” and “₹” are the lawful currency of India;

•

“IFRS-IASB” are the International Financial Reporting Standards as issued by the International Accounting Standards Board;

•

“Nasdaq” is the Nasdaq Global Select Market;

•

“Polish zloty”, “PLN” and “gr” are the lawful currency of Poland;

•

“pound sterling”, “GBP” or “£” are the lawful currency of the United Kingdom; and

•

“US$”, “U.S. dollar” and “dollar” are the lawful currency of the United States.

iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

The financial information contained in this registration statement includes our audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022, and 2021, prepared in accordance with IFRS-IASB, which have been audited by Ernst & Young, S.L. (collectively, the “Audited Financial Statements”).

In the Merger, all shareholders of the former parent company of the Group were allotted shares in the new parent company of the Group, Ferrovial SE, except for a small group of shareholders who received cash in lieu of shares in connection with the Merger in compliance with the applicable laws and regulations. The only changes affecting the corporate structure of the Group pursuant to the Merger are (i) the change of the parent company from the Spanish entity Ferrovial, S.A. to the Dutch entity Ferrovial SE and (ii) the transfer of the Spanish assets from Ferrovial, S.A. to Ferrovial SE’s Spanish branch, Ferrovial SE Sucursal en España. See “Item 4. Information on the Company—C. Organizational Structure—1. Group Structure.” Therefore, in preparation of the Audited Financial Statements, the Company has decided to apply a “pooling of interest” or “predecessor accounting” approach, as it considers it best reflects the substance of the reorganization. Moreover, the Company believes that this approach provides useful information about the Group and is the best way for users of financial information to understand the performance of the Group’s underlying business. Therefore, the Audited Financial Statements covering the period before the completion of the Merger were prepared for the consolidated group headed by Ferrovial, S.A.

The financial information presented in this registration statement reflects the operating and financial performance of the Group, its cash flows and financial position and resources. The Group’s results as reported in accordance with IFRS represent the Group’s overall performance. The Group also uses a number of non-IFRS measures to report the performance of its business, as described in “Item 5. Operating and Financial Review and Prospects—A. Operating Results—8. Non-IFRS Measures: Operational Results” and “ —B. Liquidity and Capital Resources—6. Non-IFRS Measures: Liquidity and Capital Resources.”

Industry and Market Data

This registration statement includes statistical data, market data and other industry data and forecasts obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources, although we have not verified the accuracy and completeness of such third-party data.

Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. Forecasts and other forward-looking information derived from such sources and included in this registration statement are subject to the same qualifications and additional uncertainties applicable to the other forward-looking statements in this registration statement. See “Cautionary Statement Regarding Forward-Looking Statements.”

Foreign Currency Translations

Unless stated otherwise, transactions in foreign currencies are translated into euro at the exchange rates applicable at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the applicable reporting date. For further details see Note 1.4 to the Audited Financial Statements.

Rounding

Amounts in this registration statement have been rounded off to the nearest million euros, or in certain cases, the nearest thousand euros. Any discrepancies in totals and sums of the amounts listed are due to rounding. Figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

Trademarks, Service Marks and Trade Names

Throughout this registration statement, we refer to various trademarks, service marks and trade names that we use in our business. The “Ferrovial” logo is the property of Ferrovial SE. We have several other trademarks and service marks.

v

Solely for convenience, some of the trademarks, service marks and trade names referred to in this registration statement are listed without the “®” or “™” trademark designations. All rights to such trademarks are nevertheless reserved, and other trademarks and service marks appearing in this registration statement are the property of their respective holders.

vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This registration statement contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this registration statement, including statements regarding our future results of operations, financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “probability,” “project,” “risk,” “should,” “target,” “trends,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, other factors and assumptions, including the risks described in “Item 3. Key Information—D. Risk Factors” and elsewhere in this registration statement, regarding, among other things:

•

risks related to our diversified operations;

•

risks related to our acquisitions, divestments and other strategic transactions that we may undertake, including the planned divestment of our stake in the Heathrow airport;

•

the impact of competitive pressures in our industry and pricing, including the lack of certainty in winning competitive tender processes;

•

general economic conditions and events and the impact they may have on us, including, but not limited to, increases in inflation rates and rates of interest, increased costs for materials, cybersecurity attacks, other lingering impacts resulting from COVID-19 as well as the Russia/Ukraine and the Middle East conflicts;

•

our ability to obtain adequate financing in the future as needed;

•

our ability to maintain compliance with the continued listing requirements of Euronext Amsterdam and the Spanish Stock Exchanges;

•

lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subjected to and are required to report;

•

our success at managing the risks involved in the foregoing items;

•

our ability to comply with our ESG commitments;

•

impact of any changes in existing or future tax regimes or regulations; and

•

other risks and uncertainties, including those listed under “Item 3. Key Information—D. Risk Factors.”

These risks are not exhaustive. Other sections of this registration statement may include additional factors that could harm our business and financial performance. New risk factors may emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this registration statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We undertake no obligation to update any forward-looking statements made in this registration statement to reflect events or circumstances after the date of this registration statement or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

vii

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this registration statement. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this registration statement and the documents that we reference in this registration statement and have filed as exhibits to the registration statement of which this registration statement is a part with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

viii

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS

1.A.

Directors and Senior Management

For information on our directors and senior management, see “Item 6. Directors, Senior Management, and Employees—A. Directors and Senior Management.”

1.B.

Advisers

Our U.S. legal counsel is:

Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom

Our Dutch legal counsel is:

De Brauw Blackstone Westbroek N.V.
Burgerweeshuispad 201
1076 GR Amsterdam
The Netherlands

Our Spanish legal counsel is:

Uría Menéndez Abogados S.L.P.
Calle de Príncipe de Vergara, 187
Plaza de Rodrigo Uría
28002 Madrid
Spain

1.C.

Auditors

The independent registered public accounting firm which has acted as auditor with respect to, and issued a report on, the Audited Financial Statements is:

Ernst & Young, S.L.
Calle de Raimundo Fernández Villaverde, 65
28003 Madrid
Spain

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

3.A.

[Reserved]

3.B.

Capitalization and Indebtedness

The table below sets forth our historical cash and cash equivalents and capitalization as of December 31, 2023, derived from the Audited Financial Statements included elsewhere in this registration statement. Investors should read this table in conjunction with the Audited Financial Statements included in this registration statement and, in particular, “Item 5. Operating and Financial Review and Prospects.”

1

​	As of December 31, 2023
​	(in millions of euros)
Cash and cash equivalents	​	4,789
Total long-term debt	​	10,423
Guaranteed	​	—
Secured(1)	​	7,852
Unguaranteed/unsecured(2)	​	2,571
Total short-term debt	​	942
Guaranteed	​	—
Secured(1)	​	63
Unguaranteed/unsecured(2)	​	879
Equity	​	​
Share capital	​	7
Share premium	​	4,316
Retained earnings and other reserves	​	370
Total equity	​	5,879
Total capitalization	​	22,033

(1)

Secured debt comprises the current and non-current debt from concessions of infrastructure project companies, which is backed by the project cash flows and capital contributed, but without recourse to the Group. The securitization usually includes: (i) a charge over the shares in the project company and any rights attached to these shares, (ii) a fixed and floating charge over the project assets, (iii) a charge over the project company’s bank accounts, (iv) assignments by way of security of key project contracts and/or (v) assignments by way of security of the project insurances.

(2)

Unguaranteed/unsecured debt comprises the debt of the Group’s other businesses, including the group holding companies and other companies that are not considered and included in infrastructure project companies. Such debt is not secured by the Group’s assets.

3.C.

Reasons for the Offer and Use of Proceeds

Not applicable.

3.D.

Risk Factors

You should carefully consider the risks described below, together with all of the other information in this registration statement on Form 20-F. Our business, financial condition, and results of operations could be materially and adversely affected if any of the risks described below occur. As a result, the market price of our ordinary shares could decline, and you could lose all or part of your investment. This registration statement also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements due to certain factors, including the risks facing our Group.

3.D.1. Risks Related to Our Business and Structure

3.D.1.1 A deterioration of global economic and political conditions could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Our business performance is closely linked to the economic cycle and political conditions in the countries, regions, and cities in which we operate. As a result of our diverse geographical operations, in 2023, we generated the majority of our revenues across several core jurisdictions, including the United States (33.8%), Poland (25.4%), Spain (17.3%), the United Kingdom (9.1%) and Canada (1.9%).

Typically, robust economic growth in the areas where we operate results in greater demand for our services, while slow economic growth or economic contraction adversely affects such demand. For example, the toll roads and aviation businesses are cyclical by nature and are closely linked to general economic conditions.

2

All revenues, dividends, and investments from our Companies are exposed to risks inherent to economic conditions in the countries in which they operate. Operations in the countries where we do business are exposed to factors such as: (i) fluctuations in local economic growth; (ii) changes in inflation rates; (iii) devaluation, depreciation or excessive appreciation of local currencies; (iv) foreign exchange controls or restrictions on profit repatriation; (v) changing interest rate environment; (vi) changes in financial, economic and tax policies; (vii) instances of fraud, non-compliance, bribery or corruption; (viii) social conflicts; (ix) political and macroeconomic instability; and (x) changes in applicable law.

Geopolitical conflict, political uncertainty and instability risks have been on the rise across many economies, resulting in some cases in inward-looking policies and protectionism, which could in turn lead to increased pressures for policy reversals or failure to implement needed reforms. The conflicts in Ukraine and the Middle East, and COVID-19 have contributed to greater political uncertainty and instability, as further discussed under “—7. The conflict in Ukraine and the related sanctions and export controls may adversely impact our global activities and could have a material adverse effect on our business, financial condition, results of operations, and prospects,” “—14. COVID-19 or other pandemics could cause significant uncertainties and disruptions that may adversely impact our business, financial condition, results of operations, and prospects” and “—20. Terrorist attacks or other acts of violence or geopolitical unrest may particularly affect our operations and profitability.”

Economic growth, globally and in the EU, has been subject to constraints on private sector lending and increases in the cost of financing. Recent examples of downside risks to the global economy that have also affected our results include: (i) the conflict in Ukraine, (ii) COVID-19, (iii) the sharp rise in inflation and (iv) increasingly volatile global financial conditions. In addition, many developed economies where we operate, such as the United States, Spain, the United Kingdom, and Canada, have experienced high inflation rates and a corresponding tightening of monetary policies as a result of the strong and persistent upturn in prices.

Continued weakness in many emerging economies where we operate has also contributed to the risk of deterioration of global economic and political conditions. For example, we believe that in Latin America, political systems and institutions may be subject to increased stress as a consequence of the aforementioned global macroeconomic events, including (i) the conflicts in Ukraine and the Middle East, (ii) the slow economic rebound from restrictions imposed in connection with COVID-19, and (iii) high food and energy costs as a result of inflationary pressures exacerbated by high U.S. interest rates, all of which have contributed to increased risks of sovereign defaults and social unrest within the area. Although a number of measures have been implemented by the public sector to mitigate these risks (such as the United States’ Infrastructure Investment and Jobs Act, the European Union’s Next Generation EU (NGEU) fund, and the UK Build Back Better plan, among others), these measures may prove to be ineffective or insufficient to prevent the deterioration of the economies of the countries in which we operate.

Regionally, U.S. politics continue to be marked by high polarization and uncertainty regarding potential changes to federal, state, and local policy, including tax policies, which could lead to unexpected changes involving the governmental level of oversight and focus on the infrastructure business within the United States. The nature, timing, and economic and political effects of these potential changes to the current legal and regulatory framework affecting our activities remain highly uncertain. In addition, the Federal Reserve has raised interest rates to help curb inflation in the United States, which is at its highest level in decades (for example, the annual rate of change of the consumer price index (CPI) in the United States had increased 3.4% in December 2023 when compared to 2022 levels). High inflation has impacted and is impacting mainly the Construction Business Division (for further details on the impact of inflation on our operations, see “—3. Risks Relating to Our Structure and Financial Risks—3. An increase in inflation may negatively affect our results of operations (mainly in the Construction Business Division) and an increase in real rates or an increase in inflation with no economic growth may decrease the value of our assets, which could have a material adverse effect on our business, financial condition, and results of operations” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—1. Inflationary pressures and energy and commodity prices”). Rising interest rates also have a negative impact on the financing of our projects.

In Spain, a number of concerns continue to exist in respect to the Spanish economy (where, in 2023, we generated 17.3% of our revenue (for a detailed overview of the countries in which we operate, see “Item 5. Operating and Financial Review and Prospects”). In recent years, Spain has made progress to control public deficit and correct the country’s economic imbalances, resuming its growth and, supported by external demand

3

as well as by higher domestic demand, reflecting improved financial conditions and rising confidence. However, the conflict in Ukraine and the crisis resulting from COVID-19 have abruptly and significantly deteriorated economic conditions in the country. Currently, inflation is the main concern for the Spanish economy, with the annual CPI’s change rate increasing by 3.1% in December 2023 when compared to 2022 levels, according to the Spanish National Institute of Statistics, and rates are likely to remain at relatively high levels for the foreseeable future, although financial market participants have recently revised their expectations downwards slightly, according to the Quarterly Report on the Spanish Economy published in December 2023 by Banco de España. Additionally, in 2023, the Spanish gross domestic product (GDP) slowed down, accounting for a 2.5% increase compared to the same period of 2022, with even lower increase predictions for years 2024 (1.4%), and 2025 (1.8%), pointing towards a stagnation of economic growth. The Spanish economy is particularly sensitive to economic conditions in the Eurozone, and any decline in European economic activity could have an adverse effect on Spanish economic growth, which in turn could adversely affect demand for our services in Spain.

The Spanish economy may further be affected by (i) an increase of political uncertainty in Spain (including any resurgence of political and social tensions in Catalonia), which could result in volatile capital markets or otherwise adversely affect financing conditions in Spain or the environment in which we operate and (ii) other external factors, such as the geopolitical uncertainty originated by, among other circumstances, (a) the exit of the U.K. from the European Union, (b) the international trade tensions between the United States and China, or (c) the volatility in commodity prices, any of which could have a material adverse effect on our business, financial condition, results of operations, and prospects. These events could cause an increase of Spain’s political uncertainty, which could impact the Spanish economy and, in turn, have a material adverse effect on our business, financial condition, results of operations, and prospects.

We also have operations in a number of Latin American countries, which tend to be more vulnerable to the effects of macroeconomic events and political instability. In those countries, we are exposed to, among others, macroeconomic factors such as inflation, geopolitical tensions, environmental factors, and other socioeconomic and political factors. For example, we have significant operations in Chile, where in the year ended December 31, 2023, we generated EUR 401 million in revenue.

In addition, other factors or events may affect global and national economic conditions, such as heightened geopolitical tensions, war, acts of terrorism, natural disasters, pandemics, or other similar events outside our control.

Even in the absence of an economic downturn, we are exposed to substantial risk stemming from volatility in areas such as consumer spending, business investment, financial conditions, government spending, capital markets conditions, and price inflation, which affect our business and our economic environment and, consequently, our size and profitability. Increases in national public debt may lead countries to increase taxes and to reduce investment in infrastructures. Unfavorable economic conditions could also lead to decreased use of, and related income from, toll roads projects, reduced air travel, and reduced investment in the construction sector and energy infrastructure and mobility sector. Furthermore, any financial difficulties suffered by our sub-contractors or suppliers could increase our costs or adversely affect our project schedules.

Any deterioration of the economies or political conditions of the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations, and prospects.

3.D.1.2 We operate in highly competitive industries and our profitability could be affected by our failure to accurately estimate revenue, project risks, the availability and cost of resources, and time when bidding on projects, which could have a material adverse effect on our business, financial condition, and results of operations.

The market for infrastructure development and operation projects is highly competitive and is exposed to political and social factors that are difficult for operators to manage. Most of our competitors are multinational companies bidding on projects worldwide, which places the competitive focus on the attractiveness of each individual project as opposed to its geographical location. These circumstances may have an impact on the achievement of our growth objectives.

In our ordinary course of business, we compete against various groups and companies that may have more local experience, resources, or awareness than we do. Furthermore, the economic slowdown in Europe and the

4

financial difficulties faced by emerging countries are negatively affecting public and private clients’ investment capacity and, by extension, our business opportunities in those geographies. This lack of investment opportunities in Europe has pushed capital flows towards markets with greater availability of resources in which we also operate, increasing the competitive tension within those markets and resulting in pressures on prices and profit margins in projects in which the customer risk transfer dynamic is not balanced.

Technological developments in terms of digitalization of processes may also pose a risk to our business if our competitors develop an advantage over us in this area. Specifically, if we fail to develop differential competitive capabilities at the same or a higher pace than our competitors due to the rapid deployment of generative artificial intelligence by said competitors, this may pose a significant risk to our business, financial condition, and results of operations, as the engineering and construction industry is highly dependent on technology. Failure to adequately keep up with technological advances could result in our decreased profitability and loss of market share.

In recent years, the construction sector has been experiencing, at an international level, low profitability margins, which we believe to be partly driven by aggressive commercial strategies, imbalances in customer risk transfer, and cost inflation. These financial considerations may be further accentuated by the political and economic environment created as a result of the conflict in Ukraine and COVID-19. In addition, the increase in infrastructure-focused investment funds requiring lower rates of return in their investments, coupled with these funds’ readiness to take on more segments of a project’s value chain, may increase competition in our target markets.

If we are unable to obtain contracts for new projects to sustain our current order book (the “Order Book”) volume, or if these projects are only awarded under less favorable terms as a result of macroeconomic and competitive pressures, our business, financial condition, and results of operations may be adversely affected.

Furthermore, particularly when operating under fixed fee contracts in the Construction Business Division, we realize a profit only if we can successfully estimate our costs and prevent any cost overruns on contracts. Cost overruns can result in lower profits or operating losses on projects, which could have an adverse effect on our business, financial condition, and results of operations. Our estimates and predictions can be difficult to make, particularly in a highly competitive and uncertain environment (for additional information on the worsening of the global economic and political conditions and their impact on our business, see “—1. A deterioration of global economic and political conditions could have a material adverse effect on our business, financial condition, results of operations, and prospects,” “—7. The conflict in Ukraine and the related sanctions and export controls may adversely impact our global activities and could have a material adverse effect on our business, financial condition, results of operations, and prospects,” and “—14. COVID-19 or other pandemics could cause significant uncertainties and disruptions that may adversely impact our business, financial condition, results of operations, and prospects”), and may turn out to be inaccurate. If we fail to identify key risks or effectively estimate costs for projects where we are exposed to the risk of cost overruns, this could have an adverse effect on our business, financial condition, and results of operations.

For example, most of our customers in the public infrastructure sector are public entities. These or other customers may, from time to time, request amendments or alterations to agreed projects plans, even after the project has commenced, or ask to renegotiate terms. Any of this could lead to project delays, increased project development costs for us, or even termination of contracts. We may not always be able to recoup the increased costs in such cases. Any potential project amendments or renegotiations with our customers could therefore significantly reduce the revenue and profit we are able to realize. Our claims against customers in this context, to which we assign a high probability of success, may be recognized as revenue. However, if we are unsuccessful in such claims, there can be a reduction in the expected revenues and profit of such projects, which could have an adverse effect on our business, financial conditions, and results of operations.

If we fail to identify key risks or effectively estimate costs for projects where we are exposed to the risk of cost overruns, or if client renegotiations cause a project to incur additional, unexpected costs, this could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.3We depend on funds allocated to public sector projects in the countries in which we operate, and any decrease in allocation of such funds may adversely impact our project volume, which could adversely affect our business, financial condition, and results of operations.

The effects of the economic downturn have led to a sharp reduction in public sector projects, although a number of measures have been implemented by the public sector to mitigate this deterioration.

5

While we currently indirectly benefit from funds granted by the European Union to its member states (the “Member States”) and allocated to those Member States’ public entities, due to political, economic, or other considerations, these funds may no longer be available to us, or there may be delays in receipt of such funds. A cancellation or delay in the receipt of such funds may adversely affect our business, financial condition, results of operations, and prospects.

In particular, our Construction Business Division depends on public sector projects. For example, clients from the public sector accounted for 83% of the total Order Book of our Construction Business Division, which amounted to EUR 15,632 million as of December 31, 2023 (for further information on the Construction Business Division’s clients, see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business Divisions—3. Construction Business Division”). A reduction in the number of public sector projects available and awarded could negatively affect our results of operations. For example, in Spain, during 2020, there was a slowdown in both private and public tender processes, and public tender processes were delayed on account of COVID-19. As a result of these delays in the start-up of new projects, the Construction Business Division’s results were impacted, although they increased when compared to the previous year.

The toll roads industry, generally, and our Toll Roads Business Division, specifically, depend mainly on the continued availability of attractive levels of government funds and incentives to attract private investments, in particular as it pertains to public-private risk sharing in connection with private toll roads development. Such government funds are generally granted in connection with the construction and operation of toll roads for the benefit of the general public. For instance, in the United States, we currently benefit from the Transportation Infrastructure Finance and Innovation Act (“TIFIA”)’s credit assistance program as granted by the United States Department of Transportation to leverage limited federal resources and stimulate capital market investment in transportation infrastructure by providing credit assistance in the form of direct loans, loan guarantees, and standby lines of credit (rather than grants) to projects of national or regional significance, such as our development of additional highway lanes within existing highways that incorporate dynamic tolls that change in real-time based on traffic conditions (the “Managed Lanes”). As of December 31, 2023, our projects in the United States have been granted USD 2,785 million through different financial instruments under the TIFIA credit assistance program (for a description of the credit assistance received, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—8. Financing”).

If, due to political, economic, or other considerations, funds like those received through TIFIA are no longer available or the TIFIA credit assistance program is cancelled, this could have a material adverse effect on our ability to develop new projects. Furthermore, decreases in the funds allocated to public sector projects may force private sector construction companies, such as us, to halt projects that are already underway. For these reasons, a continued and further decrease in the spending on the development and execution of public sector projects by governments and local authorities in the markets in which we already operate or in those in which we could operate in the future could adversely affect our business, financial condition, and results of operations.

3.D.1.4The increase in digitalization and consequently, the increased risk of cyber threats and misuse of quantum technology, may affect our normal operation of assets and our ability to generate expected value, which could have a material adverse effect on our business, financial condition, and results of operations.

In a highly digitalized and interconnected economic environment, the risk of cyber security failures potentially harming us has exponentially increased in recent years. In this context, our infrastructures are exposed to threats in the cyber space (by, among others, hostile government agencies, hacktivists, insiders, and criminals), which can impact the normal operation of our assets, impact our ability to generate expected value of the assets, or potentially undermine our reputation. For example, there may be an increase in cyber threats in connection with the conflict in Ukraine, as discussed under “—7. The conflict in Ukraine and the related sanctions and export controls may adversely impact our global activities and could have a material adverse effect on our business, financial condition, results of operations, and prospects.”

In particular, cyber threats may impact the normal operation of our assets, which, in turn, may impact our ability to generate expected value of such assets. Cyber threats may cause different types of impact, such as disruption of activities, disclosure of our sensitive information, and failure to comply with laws, regulations, and contractual agreements addressing data security and privacy, among others. The extent to which a cyber

6

threat can impact an asset depends on the asset’s nature, the cyber threat agent’s origin, the scope of the security breach, and the extent to which we are prepared to respond to such a cyber threat. Critical infrastructures (such as airports, highways, and energy infrastructure), which are the main assets of our business, are a common target for such threats. Additionally, if a cyber threat is not successfully managed, it could impact our ability to generate expected value. For instance, a ransomware attack affecting one of our airports could cause flight cancellations, which in turn could materially affect our operating revenues and financial results. In this respect, the rapid development of the quantum computing industry is also relevant as it is shortening the time in which quantum computers can break encryption systems and compromise sensitive data security.

During 2023, we managed a significant number of suspicious activities, or security events, some of which were associated with malicious, harmful, or potentially malicious and/or harmful activities (known as “security incidents”). None of these incidents had a significant impact on our assets, as all were successfully managed through the different cybersecurity capabilities in place (including protection, detection, response, and recovery mechanisms). The impact that cyber threats have on us and the preventative and defensive measures we have in place against these events are illustrated by some of our cyber data. For example, in 2023, on a monthly average basis, over 6,083 suspicious phishing emails were reported by our systems’ users and over 13,375 accesses to malicious domains and 80,195 phishing and malicious e-mails were blocked by our systems.

There is a potential risk the attacks may render our assets temporarily inoperative. Furthermore, this increased risk may impact our business plan due to a consequent reduction in the value of the asset, may lead to loss or theft of know-how and intellectual and industrial property, as well as lead to economic loss tied to resuming operations, and may damage our reputation and related competitive advantage, compromising potential business opportunities. In addition, we may face sanctions as a consequence of potential regulatory and contractual non-compliance resulting from an asset’s lack of operations following a cyber-attack.

These factors could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.5Our business is derived from a small number of major projects, which, if terminated or otherwise materially affected, may have a material adverse effect on our business, financial condition, and results of operations.

Our main projects in terms of valuation and equity invested are (i) in the Toll Roads Business Division, the 407 Express Toll Road (the “407 ETR”), and several Managed Lanes projects such as the North Tarrant Express toll road (“NTE”), the North Tarrant Express 35W toll road (“NTE 35W”), the I-66 toll road (“I-66”), the I-77 Express lane (“I-77”), and the Lyndon B. Johnson Expressway (“LBJ”) and (ii) in the Airports Business Division, the Heathrow airport. According to market analysts’ reports, Toll Roads and Airports concession projects amounted to approximately 91% of our valuation as of December 2023. On November 28, 2023, we announced the planned divestment of our stake in Heathrow airport. For further details on this potential divestment, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

Aside from the planned Heathrow divestment, we cannot guarantee that any of the aforementioned projects, or our performance thereunder, will not be terminated or otherwise materially affected by developments outside of our control, such as regulatory developments, other factors related to our operations in highly regulated environments, or the public and/or governmental nature of our clients in all of the abovementioned projects, as well as inflationary pressures, foreign exchange rate fluctuations, factors affecting traffic and infrastructure use, adverse weather, availability of financing in favorable terms, or other conditions. The termination of any of these projects or any material impact to our performance as a result of these factors could potentially have a material adverse effect on our business, financial condition, and results of operations.

Furthermore, our reliance on a relatively small number of projects may adversely affect the development of our business. As such, the loss of, or a material adverse effect to, any of our main projects may in turn have a material adverse effect on our business, financial condition, and results of operations.

3.D.1.6The re-domiciliation to the Netherlands could potentially have a negative impact on our brand in Spain, which, in turn, could have a material adverse effect on our competitive position and, in turn, our share price and business, financial condition, results of operations, and prospects.

Our business depends on our strong brand and the markets in which we operate are highly competitive. Specifically, our business largely depends on projects and project orders with governments as well as private

7

clients that are awarded through a competitive bidding process, which is complex and sometimes lengthy. Any bidding costs associated with tendering, particularly for public sector construction projects (whether it is for new contracts, extensions in the scope of work, or renewals of existing contracts) may be significant and, if these costs do not result in the award of a contract, they are generally not recoverable. For further information on the costs of tendering and contract renewal, see “—16. We may be required to bear the costs of tendering for new contracts, contract renewals, and/or extensions with no control over the selection process nor certainty of winning the tender, which may adversely affect our business, financial condition, results of operations, and prospects.”

We expect that many of the opportunities we will seek in the foreseeable future will continue to be awarded through competitive bidding. Some of our competitors are larger and have greater resources, larger client bases, and greater brand recognition. For further information on risks related to our competition, see “—2.We operate in highly competitive industries and our profitability could be affected by our failure to accurately estimate revenue, project risks, the availability and cost of resources, and time when bidding on projects, which could have a material adverse effect on our business, financial condition, and results of operations.” There is a risk that our re-domiciliation of to the Netherlands, which was completed in June 2023, could potentially have a negative impact on the perception of our brand in Spain, which, in turn, could potentially harm our competitive position as compared to other companies not affected by these or other potential reputational issues.

Furthermore, any reputational harm that we may potentially suffer as a result of the re-domiciliation to the Netherlands as perceived by our customers, suppliers, employees, investors, shareholders, peers, and any other third party could have a negative impact on the price of our ordinary shares as well as our business, financial condition, results of operations, and prospects.

3.D.1.7The conflict in Ukraine and the related sanctions and export controls may adversely impact our global activities and could have a material adverse effect on our business, financial condition, results of operations, and prospects.

On February 24, 2022, Russia began its invasion of Ukraine. As of the date of this registration statement, the conflict has not come to an end. Although our direct exposure to the conflict is limited and mostly concentrated on our operations in Poland and our operations at the Dalaman International Airport (“Dalaman”) in Turkey, which has experienced lower demand from Russian and Ukrainian passengers in part due to inflation and currency devaluation related to the Ukrainian conflict, the macroeconomic scenario triggered by this situation includes broad-based price rises essentially affecting energy and commodities, supply issues, and difficulties in the distribution chain for certain materials, particularly in the construction industry. Additionally, and as a result of these financial pressures, interest rates are rising, impacting the banking and financing markets.

As a result of the invasion, the EU, together with the United States and most NATO countries, condemned the attack and put in place coordinated sanctions and export-control measure packages against Russia, Belarus, and some other territories related to the conflict in Ukraine. The uncertain nature, magnitude, and duration of Russia’s war in Ukraine and the potential effects of the war, actions taken by Western and other states and multinational organizations in response thereto (including, among other things, sanctions, export-control measures, travel bans, and asset seizures), as well as of any Russian retaliatory actions (including, among other things, restrictions on oil and gas exports and cyber-attacks) on the world economy and markets have contributed to increased market volatility and uncertainty.

Our activities in Poland (through Budimex’s construction business), as a neighboring country to Ukraine, are at an increased risk of being disrupted by the conflict. Although as of the date of this registration statement, our revenue generated in Poland, which, in 2023, amounted to 25.4% of our revenues was not materially affected as a result of the conflict, it cannot be excluded that such risk may materialize in the future. This potential risk has been evidenced by the unattributed missile strike on an area close to Poland’s south-eastern border with Ukraine on December 15, 2022 that killed two people as well as by the disruption in the infrastructures of Poland and Ukraine as a consequence of refugees from Ukraine entering Poland to flee the war and by the transportation of western military equipment to support the Ukrainian front. Another country in which we operate that is close to Ukraine’s borders, and which could be at risk of disruption in operations, is Slovakia, where we hold a concession for the D4R7 Bratislava ring road (although, as of the date of this registration statement, the impact of the Ukraine conflict in Slovakia has not significantly impacted our Slovak

8

business, other than through an increase of our labor costs due to the decreased access to employees from Ukraine, which constituted a significant market for employees carrying out our projects in Slovakia).

Additionally, as a result of the Ukrainian conflict, there is also an increased risk of cyber-attacks, and we are particularly exposed to these attacks as a holder of so-called “critical assets,” due to our position as a provider of critical infrastructure services and solutions. Infrastructures are exposed to a variety of existing threats in cyberspace (such as hostile government agencies, hacktivists, insiders, and mafias), which may impact or impede (i) the normal operation of assets, (ii) our ability to generate the expected value, and (iii) our reputation. For more information on our increased risk of cyber-attacks, see “—4. The increase in digitalization and consequently, the increased risk of cyber threats and misuse of quantum technology, may affect our normal operation of assets and our ability to generate expected value, which could have a material adverse effect on our business, financial condition, and results of operations.”

Although we do not foresee material effects to our results of operations as a direct result of the Ukrainian conflict, the Construction Business Division is the most vulnerable to such effects due to the potential impact the conflict could have on raw materials within the surrounding area, including cost increases of certain materials and decreasing availability.

In contrast, our Toll Roads Business Division has been positively impacted by raising toll rates in those assets with pricing models directly linked to inflation, although it is adversely exposed to possible negative impacts of significant rises of fuel prices on traffic. Finally, no relevant impact is expected in the Airports Business Division other than the aforementioned impact to Dalaman airport in Turkey due to the scant exposure to passenger traffic (the total number of incoming and outcoming passengers at the airport in a particular period) from these regions in the airports managed by us, although the effects of inflation on ticket prices as a result, among others, of the aforementioned fuel cost increases could have a certain consumer dissuasive effect that could affect our results of operations. For additional information on the worsening of the global economic conditions and their impact on our business, see “—1. A deterioration of global economic and political conditions could have a material adverse effect on our business, financial condition, results of operations, and prospects.”

In addition, the increase in political tensions worldwide because of the conflict in Ukraine increases the risk of a large-scale armed conflict. In this context, countries tend to boost regional economies at the expense of global integration by applying competition and trade restrictions, sanctions, investment controls, expropriations, or other restrictions, which could lead to a global recession with serious effects on global economy.

All of the above factors, as well as any further escalation of the conflict in Ukraine, could have a material adverse effect on our business, financial condition, results of operations, and prospects.

3.D.1.8The increase in demand for skilled labor in the geographic areas in which we are active makes it more difficult for us to attract and retain talent, which could impact our competitiveness and have an adverse effect on our business, financial condition, and results of operations.

The increase in demand for skilled labor (i.e., STEM positions requiring higher education degrees, and more specifically civil, industrial, or computer engineers, which are normally the main positions required for delivering our projects and managing our assets) in our main markets and particularly in those markets in which the operations of toll roads and other transportation-related construction are concentrated, such as in the United States, Spain, and the United Kingdom, as well as several other western countries, makes it more difficult for us to attract and retain talent, which could impact our competitiveness. We believe that the reasons for the increase in the demand of these profiles are principally:

(i)

plans for infrastructures development in our main markets, especially the United States, Canada, and the United Kingdom;

(ii)

a global increase in the demand for STEM positions;

(iii)

an increased number of competitors for talent (besides our traditional competitors, many technology companies and consulting, banking, and private equity funds are trying to attract STEM professionals); and

9

(iv)

the impact of post-COVID-19 employment trends, such as the increased preference of employees to work remotely and the increase of voluntary resignations.

We may lose certain business opportunities and may not be able to fulfill certain commitments to clients, such as commitments regarding contractual deadlines or the pre-established quality of work, due to hiring difficulties and/or understaffing in the event of a potential lack or scarcity of qualified staff. This inability to acquire and retain skilled labor and the resulting inability to fulfill contractual requirements could have an adverse effect on our business, financial condition, and results of operations, and may impact our competitiveness. Furthermore, we may experience lower profit margins due to increased labor costs resulting from a higher demand of skilled labor. This could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.9Regulators and other stakeholders may demand that our business objectives become more sustainable and may be willing to penalize us if we do not meet them, and we could be affected by degradation of ecosystems, which could have a material adverse effect on our business, financial condition, and results of operations.

Both regulators and other stakeholders may demand that our business objectives become more sustainable, both from an environmental and social point of view, and may be willing to penalize us if we do not meet their expectations and demands, for example if our activities do not qualify as environmentally sustainable in accordance with EU Taxonomy, or in accordance with our own commitments in relation to reduction of CO2 emissions. A misalignment between our strategy and the expectations and demands of regulators and other stakeholders with regards to sustainability would compromise the fulfillment of our growth and investment objectives. Furthermore, increasing demands in connection with sustainability by our stakeholders may result in increase in our compliance costs in this regard.

We also run the risk that our subsidiaries may perform work on projects for governments and public institutions that do not meet our environmental standards, potentially impacting protected areas or endangered fauna or flora.

In particular, if we are not able to adhere to a call for increased sustainability by certain regulators or stakeholders, we may face penalties by said regulators and stakeholders, including shareholders, suffer damage to our corporate reputation, lose our positioning in sustainability indexes, experience an increase in our financing costs, and experience a negative impact in analysts’ ratings. Furthermore, as a consequence of the financial demands derived from our need to become more sustainable or of our potential failure to become more sustainable, project financing and our access to sources of financing may worsen.

Furthermore, if we or our counterparties fail to comply with environmental requirements in the relevant jurisdictions, we may be subject to investigation or litigation and our reputation and business could be adversely affected. For example, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings.”

In addition, biodiversity plays a key role in the provision of ecosystem services that support the economy and social well-being. The degradation of ecosystems and natural capital entails operational, economic, and reputational risks for the development of business activities. Particularly, we could be affected by the loss of quality of certain ecosystem services, such as the lack of water or the reduced availability of certain raw materials. Any of the above factors could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.10Accidents may occur at our project sites and facilities and at our infrastructure assets, which may severely disrupt our operations and cause harm to our employees or customers, which could in turn have a material adverse effect on our business, financial condition, results of operations, and reputation.

Promoting robust standards for health and safety in our operations is one of our strategic priorities in connection with employee well-being. This priority includes implementing strong management systems, employee training and real-time leveraging of data to predict and prevent accidents. For this purpose, we have a health and safety strategy for 2020-2024, which we extended to 2026 (the “Health and Safety Strategy”). The Health and Safety Strategy seeks to align the health and safety management systems of each Business Division and make sure the necessary resources and tools are available to deliver safer operations. Notwithstanding our

10

implementation of the Health and Safety Strategy and the commitment of our top management to invest resources in employee health and safety, the occurrence of low-probability high-impact events such as accidents is a material risk to us.

The frequency rate of serious injuries and fatal accidents, calculated by reference to the total number of serious injuries and fatal accidents against the total number of hours worked, has decreased by 20.3% as of December 31, 2023, compared to December 31, 2022, mainly due to improvements implemented, such as leadership engagement initiatives and supervisor and management trainings, as well as the continuous commitment of our employees. Nevertheless, this risk remains relevant to us due to, among others, the fact that the risk of an accident is inherent to the nature of our activities, the variability of the subcontractor’s safety cultures, or uncontrolled risks caused by third parties in this respect (e.g. driving behaviors of the general public).

Our project sites and facilities, such as toll roads, airports, and construction project sites, may be exposed to incidents such as fires, explosions, toxic product leaks, and other environmental incidents. In addition, these sites and facilities’ respective employees may be exposed to accidents (for example, falling from a significant height, being hit by vehicles and machinery, overturning of heavy equipment, and coming in contact with electricity). Any such accidents may cause death and injury to employees, contractors, and also residents in surrounding areas, and may cause damage to the assets and property owned by us and third parties, as well as damage to the environment. We are also exposed to a risk of negative impacts to our business, financial conditions, and results of operations resulting from various types of damage, including temporary interruption of services as a result of accidents during the course of operations, as well as impacts connected to accidents involving land and air transport, substances, goods, and equipment.

If an accident occurs at one of our facilities or project sites, in addition to the internal investigation to be carried out in accordance with our internal policies and protocols, legal proceedings could be initiated by the relevant authorities to identify the causes of the accident and assess any potential civil, labor, or criminal liability. Such legal proceedings could result in the relevant facility or project site being closed while the investigation is conducted, disrupting our operations during the time of such closure. In addition, sanctions may be imposed on us or victims of such accidents may claim compensation from us and hence may expose us to civil liability.

Furthermore, accidents may occur on our infrastructure assets to the users of the infrastructures, such as incidents on the toll roads we currently operate, which are more likely when the area is affected by heavy and severe weather events. For instance, there was a multiple vehicle accident that took place on February 11, 2021 on the NTE 35W in Dallas, Texas involving 133 vehicles and resulting in six deaths and many people injured. As a result of this incident, the concession company NTE Mobility Partners Segment 3 LLC, of which Cintra owns 53.7%, together with several of our U.S. Companies, have been named parties in 29 claims that have been filed and are in the early stages of legal proceedings. We could be found liable in relation to such accidents, including for, but not limited to, non-compliance or defective performance of the relevant contracts. However, the concession company believes, in accordance with the opinion of its external legal advisors, that even in the event of an unfavorable ruling, no material impact to us is expected given the insurance policies contracted and, consequently, no provision has been recorded in relation thereto (see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings—1. Litigation and other contingent liabilities relating to the Toll Roads Business Division”).

Any accidents, incidents, and consequential claims for damages, including any reputational damage, and disruptions at our project sites or facilities, or related to our infrastructure assets, could have a material adverse effect on our business, financial condition, results of operations, and reputation.

3.D.1.11Beneficiaries of guarantees provided by our Group Companies could request their execution, which could have a material adverse effect on our business, financial condition, and results of operations.

Some of our Group Companies provide guarantees to cover liability to customers for improper performance of obligations under construction contracts. Such guarantees are subject to potential enforcement by customers if a project were not carried out or failed to meet contractual specifications and requirements. In order to protect ourselves from any exposure arising from potential liability, we obtain guarantees issued by banks and insurance companies to cover such exposure. As of December 31, 2023, the balance of such guarantees amounted to EUR 8,533 million (EUR 8,093 million as of December 31, 2022).

11

Despite the significant amount of guarantees detailed above, the historical impact arising from them has been low, since our Group has to date performed its contractual obligations in accordance with the terms and conditions agreed upon with the customers and has recognized accounting provisions against the results of each contract for potential performance-related risks. However, this may not be indicative of any future potential performance and guarantee enforcement.

Should any beneficiary enforce any guarantee, such enforcement will have a specific follow-up investigation to verify whether the request is based on a justified claim. Should a claim be justified, and the guarantees of a relevant or significant amount be successfully enforced or should multiple guarantees amounting to relevant or significant amounts be successfully enforced simultaneously or within short periods of time, such events may have a material adverse effect on our business, financial condition, and results of operations.

3.D.1.12We may face increased risks due to climate change, which could have a material adverse effect on our business, financial condition, and results of operations.

We may be subject to physical and transitional risks in connection with our activities due to climate change. Physical risks include extreme weather events that may affect our infrastructure and the development of our activity in most of our Business Divisions. In this sense, our infrastructure needs to adapt to climate change effects and be resilient to extreme weather events. Global trends related to climate change and extreme weather may result in further economic, regulatory, technological, and reputational effects and may require us to reassess our operations. For instance, we may be forced to discontinue certain operations due to physical damage to infrastructure, productivity may decrease under certain extreme weather conditions, and hedging and insurance premiums relating to climatological events may increase.

We periodically perform an assessment and quantification of physical and transition risks related to climate change, which include the following:

(i)

an increase in the cost of energy, both fossil fuels and electricity, and other raw materials specific to each activity;

(ii)

a change in customer behavior by users of transportation modes;

(iii)

an increase in reporting obligations on emissions and other environmental and climate considerations;

(iv)

the loss of competitiveness in tender processes due to any potential failure to comply with environmental requirements;

(v)

new regulations limiting the use of certain modes of transportation, which would have a significant impact on the use of the infrastructure we operate;

(vi)

increased investor concern about our environmental performance and impact;

(vii)

increased maintenance and extraordinary repairs of our infrastructure assets as a result of climatic hazards such as heat waves or drought; and

(viii)

lack of availability of new technologies.

Transitional risks, particularly increases in the cost of energy, both fossil fuels and electricity, and other raw materials specific to each activity, and changes in customer behavior users’ transportation modes, may affect our Business Divisions.

The above factors could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.13Our insurance cover may not be adequate or sufficient, which could have a material adverse effect on our business, financial condition, and results of operations.

In carrying out our activities, which are mainly related to high-value infrastructure assets such as toll roads and airports, we are subject to possible contingent liabilities arising from the performance of various contracts entered into by the Companies within our Business Divisions. To protect ourselves from those contingent liabilities, we have retained insurance cover in relation to:

(i)

property damage and business interruption caused by direct material damage;

12

(ii)

general liability;

(iii)

employers’ liability;

(iv)

directors’ and officers’ liability;

(v)

environmental liability;

(vi)

damage caused by cyber attacks; and

(vii)

in the United States, employment practices’ liability.

Accidents may occur at our infrastructure projects that may severely disrupt the operations and damage our reputation. In particular, our toll roads and other infrastructure assets, such as airports, may suffer damages as a consequence of disruptions caused by natural disasters (as, for example, was the case in connection with a number of toll roads in Chile following the 2010 earthquake), epidemics or pandemics, extreme weather, wars, riots or political action, acts of terrorism, or cybersecurity attacks resulting in losses, including loss of revenue, which may not be compensated for under our insurance contracts, either fully or at all.

Furthermore, certain types of the aforementioned losses, generally, those of a catastrophic nature, such as wars, acts of terrorism, earthquakes, and floods may be uninsurable or not economically insurable. For example, the impact on our revenues of governmental authorities’ measures to mitigate the potential effects of COVID-19 is not covered under our existing insurance policies, as the trigger of such policies’ obligation to insure (physical damage to assets) is not a direct effect of COVID-19.

In addition, even where adequately insured against potential unexpected events and damages, we may also be unable to recover losses, in part or at all, in the event of insolvency of our insurers.

Moreover, there can be no assurance that if our current insurance cover is cancelled or not renewed, replacement cover will be available on commercially reasonable terms, or at all.

Any material uninsured or insured, but non-recoverable, losses could have a material adverse effect on our business, financial condition, results of operations, and prospects.

3.D.1.14COVID-19 or other pandemics could cause significant uncertainties and disruptions that may adversely impact our business, financial condition, results of operations, and prospects.

The World Health Organization (“WHO”) declared COVID-19 a global pandemic in March 2020. COVID-19 negatively impacted the global economy, including as a result of the institution of measures such as the isolation, confinement and quarantine of individuals and restrictions on the free movement of people, the closure of public and private premises, border closures, and a drastic reduction in air, sea, rail, and land transport, disrupted global supply chains, lowered equity and capital markets valuations, created significant volatility and disruption in the financial markets, and increased unemployment levels. COVID-19 and the measures taken by the governments of many countries to fight against it led to a GDP weakening in many of the countries in which we operate.

In 2022, the countries in which we operate lifted the restrictions on mobility and on economic activities that were in force since the start of the pandemic, although at an uneven rate. The direct result of this lifting of the restrictions is the recovery in demand for the activities we carry out. Accordingly, during the period under review, although our business, financial condition, results of operations, and prospects were materially affected in 2021, in 2022 and 2023, our activities were no longer directly affected by COVID-19 and the associated restrictions, except for the negative effects on traffic related to the Omicron variant at the beginning of 2022.

Nevertheless, should COVID-19 and the institution of related measures resurge or should the acceleration of the widespread adoption by businesses of teleworking and other related policies and business practices paired with the current context of global economic slowdown, negatively affect mobility scenarios and prevent the air and ground traffic from reaching pre-COVID-19 levels, the performance and value of our assets depending on such mobility may be adversely affected. If these trends sustain and/or increase, they may result in long-term and permanent declines in airport, toll roads, and other traffic, and, therefore, lead to a significant decline in the future performance and value of the infrastructures we operate. These factors may consequently materially adversely affect our business, financial condition, results of operations, and prospects.

13

Furthermore, the occurrence of any future pandemics could adversely affect the global economy and the markets in which we operate and could have a material adverse effect on our business, financial condition, results of operations, and prospects. The extent of this impact is uncertain and cannot be predicted, including its duration and severity as well as the scope and economic impact of actions taken to contain the spread of such pandemic or to treat its impact, in addition to the impact of each of these items on macroeconomic conditions, including changes of social patterns and behaviors.

3.D.1.15Our business and operations may be adversely affected by violations of applicable anticorruption laws, in particular the U.S. Foreign Corrupt Practices Act, the EU anti-corruption legislation, the United Kingdom Bribery Act, or similar worldwide anti-bribery laws.

Our international operations require us to comply with international and national laws and regulations regarding anti-bribery and anti-corruption, including the U.S. Foreign Corrupt Practices Act, the EU anti-corruption legislation, the United Kingdom Bribery Act, or similar anti-bribery laws that may be applicable to our business. These laws and regulations, for example, prohibit improper payments to foreign officials and private individuals for the purpose of obtaining or retaining business and may include reporting obligations to relevant regulatory and governmental bodies. The scope and enforcement of anti-corruption laws and regulations may vary. However, many of such laws and regulations have a broad extraterritorial reach.

Some of the markets in which we operate have experienced governmental corruption to some degree, and some of them are high risk markets. Therefore, in certain circumstances, strict compliance with anti-bribery laws and reporting obligations may conflict with local customs and practices. In addition, we use third parties, such as joint venture partners, in these high-risk markets, which pose an inherent risk to strict compliance with anti-bribery and anti-corruption laws.

Our compliance programs, internal controls, policies, and procedures may not always protect us from reckless or negligent acts including bribery of government officials and private individuals, petty corruption, and misuse of corporate funds committed by our employees or associated third parties, particularly given our decentralized nature and our use of joint venture arrangements. Violations of these laws, or allegations of such violations, may lead to fines, findings of criminal responsibility, or harm to our reputation and could result in inaccurate books and records, each of which may have a material adverse effect on our business, results of operations, financial condition, and prospects. For some examples of the potential materialization of this risk, see “—2. Risks Related to Legal, Regulatory, and Industry Matters—3. We are subject to litigation risks, including claims and lawsuits arising in the ordinary course of business, which could have a material adverse effect on our reputation, business, financial condition, and results of operations” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings—5. FB Serwis (Poland).”

3.D.1.16We may be required to bear the costs of tendering for new contracts, contract renewals, and/or extensions with no control over the selection process nor certainty of winning the tender, which may adversely affect our business, financial condition, results of operations, and prospects.

A substantial portion of our work is subject to competitive tender processes. It is difficult to predict whether we will be awarded contracts due to multiple factors such as qualifications, experience, reputation, technology, customer relationships, financial strength, and ability to provide the relevant services in a timely, safe, and cost-efficient manner. Bidding costs associated with tendering for new contracts, extensions in the scope of work, or renewals of existing contracts can be significant and may not necessarily result in the award of a contract. Furthermore, preparation for bids occupies management and operating resources.

If we fail to win a particular tender, bidding costs are generally unrecoverable. We participate in a significant number of tenders each year and the failure to win such tenders may adversely affect our business, financial condition, results of operations, and prospects.

3.D.1.17We are dependent on the continued availability, effective management, and performance of subcontractors and other service providers, the absence of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

In the ordinary course of operations, we rely on subcontractors to provide certain services. As a result, our business, financial condition, results of operations, and prospects may be adversely affected if we are not able

14

to locate, select, monitor, and manage our subcontractors and service providers effectively. Additionally, subcontractors to whom we have awarded work may become insolvent, which would require us to select a new subcontractor at the risk of delays and/or at higher cost. For example, in the Construction Business Division, billing by subcontractors and services providers represented 76% of the total operating cost for the year ended December 31, 2023.

If we are not able to locate, select, monitor, and manage subcontractors and service providers effectively, our ability to complete contracts on schedule and within forecasted costs to the requisite levels of quality could be adversely impacted and there may be a material adverse effect on our business, financial condition, results of operations, and prospects.

3.D.1.18We may face risks related to past and future acquisitions or divestments, generally, and the divestment of the Services Business Division, specifically, which could have a material adverse effect on our business, results of operations, and financial condition.

We deploy capital in mergers and acquisitions from time to time. This deployment is subject to various general risks, including:

(i)

the inability to sufficiently integrate newly acquired businesses;

(ii)

the inability to achieve the anticipated benefits from the acquisition;

(iii)

a loss of critical talent;

(iv)

the transmission of actual or potential liabilities in connection with such past or future acquisitions including, but not limited to, third-party liability and other tort claims;

(v)

claims or penalties as a result of breach of applicable laws or regulations;

(vi)

financial liabilities relating to employee claims;

(vii)

claims for breach of contract;

(viii)

claims for breach of fiduciary duties;

(ix)

employment-related claims;

(x)

environmental liabilities;

(xi)

tax liabilities; or

(xii)

cybersecurity incidents.

For example, we may be subject to environmental liabilities at sites we acquire even if the damage relates to activities prior to our ownership of such sites. Although acquisition agreements may include covenants and indemnities in our favor, these covenants and indemnities may not always be insurable or enforceable, or may expire or be limited in amount, and we may have disputes with the sellers or guarantors, who might become insolvent, regarding their enforceability or scope.

In addition, we may be unable to cost-effectively integrate the new activities from an acquisition into our business and realize the performance that we anticipate when acquiring a business. Acquired companies may have lower profitability or require more significant investments than anticipated, which could affect our profitability margins.

As part of our strategic plans, we may also from time to time divest businesses or assets we no longer deem profitable or in strategic alignment. For example, on November 28, 2023, we entered into an agreement to divest our stake in the Heathrow airport. The planned Heathrow divestment is expected to close in 2024 and is conditional upon, among other things, the pre-emption and full tag-along rights in favour of the other Heathrow shareholders. In January 2024, in accordance with the tag-along process, some of FGP Topco shareholders have exercised their tag-along rights in respect of shares representing 35% of the share capital of FGP Topco (the “Tagged Shares”). It is a condition under the Heathrow SPA for the completion of the transaction that the Tagged Shares are also sold. The parties are working towards satisfaction of such

15

condition by exploring different options. Completion of the transaction continues to be subject to the satisfaction of the tagalong condition, together with applicable regulatory conditions and, consequently, there can be no certainty that the transaction will be completed. For additional details on our divestments, see “Item 4. Information on the Company—A. History and Development of the Company—2. Summary of Historical Investments and Divestments” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.” Any failure to complete our planned divestments in a timely manner or on favorable terms, could have a material adverse impact on our assets, profitability and business operations. Furthermore, if we are unable to complete the announced divestments in a timely manner it may also impact our brand and reputation. We are also subject to risks related to the divestment process, in particular with regard to warranties and indemnities given within the scope of such process and any other potential seller’s liability under the applicable law. Specifically, we may remain subject to potential environmental liability in relation to entities and businesses we no longer own due to covenants and indemnities in favor of such entities or the entities’ purchasers under the relevant sale agreements and related transaction documents. For example, we are subject to certain potential environmental liability pursuant to the sale agreements pursuant to which we completed the sale of Amey in the U.K.

Environmental, health, and safety requirements and regulations and labor disputes could affect not only activities in connection with businesses that have been acquired and are in operation, but also activities at businesses that have been divested or that will be acquired or divested in the future. As a result, past and future acquisitions and divestments expose us to potential losses and liabilities, and lower than anticipated benefits, which could have an overall material adverse effect on our business, results of operations, and financial condition.

3.D.1.19We have experienced, and expect to continue to experience, quarterly fluctuations in our results of operations.

Our results of operations have fluctuated from quarter to quarter in the past and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and may be difficult to predict. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Factors that may cause fluctuations in our quarterly financial results include, but are not limited to:

•

Unforeseen extraordinary events, such as natural disasters, geopolitical events like the recent Ukraine and Middle East conflicts, pandemics like COVID-19, or accidents at our project sites and facilities could have a significant impact in our infrastructure assets demand, or result in a reduction in construction activity, negatively impacting our financial results.

•

Regulatory changes in the highly regulated environments in which we operate, such as decisions taken by governmental authorities, like the unilateral termination of a concession agreement that, although rare, could adversely affect our financial results.

•

Internal update of contract end results. We periodically perform a complete review of contract end results for our construction activities. The complexity and size of some of our contracts and the existing risks inherent to them may lead to contract end losses arising between quarterly financial results, which would have a negative impact in our financial results.

•

Seasonality. Typically, construction activity will be higher over the spring and summer months, due to improved weather conditions. Toll roads traffic and passengers demand will generally also be higher during spring and summer. Thus, we may expect our second and third quarters revenues to be higher than that of other quarters.

•

Dividends collected from infrastructure assets, which may vary significantly from quarter to quarter due to various factors, including project debts refinancing, changes in regulation and traffic levels.

•

Non-recurring events, such as acquisitions, divestments, potential claims and legal disputes, or legal settlements may have a significant impact in our financial results, especially in our cash flow generation.

•

Other events impacting the normal operations of our assets, such as cyber-attacks.

16

Any significant fluctuations to our quarterly results of operations could adversely affect our operations, financial reporting and/or results of operations and affect the price of our ordinary shares.

3.D.1.20 Terrorist attacks or other acts of violence or geopolitical unrest may particularly affect our operations and profitability.

Our operations, particularly those in the Airports and Toll Roads Business Divisions, cover a broad geographic scope and are subject to many hazards and operational risks, including a risk of disruptions due to terrorist attacks, or other acts of violence or geopolitical unrest and similar events. Any geopolitical unrest, including the recent escalated conflict in the Middle East, is likely to adversely affect the airport passenger traffic and, consequently, our results in the Airports Business Division. In the event of a terrorist attack or similar event, we may be unable to continue operations and may endure system interruptions, reputational harm, breaches of data security, and loss of critical data, all of which could have an adverse effect on future operating results.

Moreover, we do not have any insurance coverage to cover our liabilities related to such hazards or operational risks. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations.

3.D.1.21 Risks relating to the Toll RoadsBusiness Division

3.D.1.21.1 Reduced vehicle use on the toll roads operated by our toll roads concession companies may adversely impact our business, results of operations, and financial condition.

If our concession companies are unable to have an adequate level of vehicle traffic on their toll roads in the future, our toll receipts and profitability will suffer and a prolonged and significant reduction in traffic could result in the bankruptcy of a specific project or concession. The tolls collected by the concession companies on their toll roads depend on the number of vehicles using such toll roads, their capacity to absorb traffic, their toll rates, and the existence of competing alternative roads. In turn, traffic volumes and toll receipts depend on a number of factors, including economic growth, toll rates, the quality, convenience, and travel time on competing roads, toll-free roads or toll roads that are not part of our portfolio, the increase in capacity of those competing roads, the quality and state of repair of the toll roads, the economic climate and fuel prices, environmental legislation (including potential measures to restrict internal combustion engine vehicle use and/or incentives to electric vehicles), and the viability and existence of alternative means of transportation, such as air and rail transport, buses, and urban mass transportation. In addition, traffic volumes and toll revenues may be affected by the occurrence of natural disasters and other exceptional events such as earthquakes, forest fires, and meteorological conditions in the countries in which our concession companies operate (for example, in Canada and some of the Texas lanes, where climate disruptions caused by usual winter conditions, as it pertains to the former, and unusual winter conditions, as it pertains to the latter, have affected the operation of the assets in the past). Work from home policies could affect mobility or change transportation patterns, which in turn affects the profitability of operations. Measures taken by governments in response to potential future COVID-19 outbreaks, similar to those introduced in the past, may also have an adverse impact in this respect due to the travel restrictions and the institution of social distancing measures (see “—14. COVID-19 or other pandemics could cause significant uncertainties and disruptions that may adversely impact our business, financial condition, results of operations, and prospects”).

In particular, a specific financial risk regarding toll roads usage in connection with 407 ETR exists. The concession agreement relating to the 407 ETR provides that certain 407 ETR annual traffic levels are to be measured against annual minimum traffic thresholds prescribed by Schedule 22 to the concession agreement and which are increased annually up to a pre-established lane capacity. If the actual annual traffic level measurements are below the corresponding pre-established traffic thresholds, certain amounts calculated under the concession agreement are payable to the province of Ontario, Canada, in the following year. In April 2020, an amount of CAD 1,775,000 (EUR 1,199,338) corresponding to 2019 traffic calculations was paid to the province of Ontario. In 2020, annual minimum traffic thresholds prescribed by Schedule 22 could not be met due to COVID-19. We agreed with the province of Ontario that COVID-19 should be considered a force majeure event under the provisions of the 407 ETR concession agreement and, therefore, we were not subject to further payments for below-threshold traffic levels for the duration of 2020 and until the end of the force majeure event. We were also in agreement with the province of Ontario that the force majeure event

17

should terminate at such time when the traffic volumes on 407 ETR reached pre-pandemic levels (pre-pandemic levels measured as the average traffic volume during the 2017 to 2019 period) or when there was an increase in toll rates or user charges pursuant to the terms of the concession agreement, which is a unilateral decision of the concession company. During 2021, 2022, and 2023, the force majeure event has continued to apply, as neither the toll rates have been raised nor have the traffic levels reached the average traffic volume during the 2017 to 2019 period. On December 29, 2023, the concession company announced a new toll rates schedule that increases the 407 ETR rates starting in February 2024. As a result, the force majeure event will terminate as set forth in the 407 ETR concession agreement with the province of Ontario and the concession company will be subject to payments for below-threshold traffic levels, if applicable, commencing in 2025, with a potential first payment due in early 2026. There is a risk that a substantial payment may be required by the concession company to the province of Ontario as a result of the termination of the force majeure event, if annual traffic level measurements are below the pre-established traffic thresholds, as described above.

For the year ended December 31, 2023, our net profit from the Toll Roads Business Division was EUR 548 million, representing 107.2% of our total net profit (compared to EUR 156 million for the year ended December 31, 2022, representing 51.1% of our total net profit). Similarly, our Adjusted EBITDA from the Toll Roads Business Division was EUR 799 million, representing 80.0% of our total Adjusted EBITDA (compared to EUR 550 million for the year ended December 31, 2022, representing 75.5% of our total Adjusted EBITDA). We received EUR 704 million in dividends from our toll roads assets (an increase of 81.0%, compared to EUR 388 million in dividends from our toll roads concession companies for the year ended December 31, 2022).

The revenues generated by, and dividends distributed from, our Toll Roads Business Division are dependent in part on our toll rates, with the toll rate structure being usually established under each individual concession agreement.

If we are unable to maintain an adequate level of traffic or traffic toll rates, our business, financial condition, and results of operations may be adversely affected.

3.D.1.22 Risks relating to the Airports Business Division

3.D.1.22.1 Our aeronautical and non-aeronautical income is subject to risks related to a reduction in flights, passengers, or other factors outside our control, which could have a material adverse effect on our business, financial condition, and results of operations.

In relation to our Airports Business Division, the number of passengers using the Aberdeen, Glasgow and Southampton airports (“AGS”), the Dalaman airport and the Heathrow airport (together with the New Terminal One at John F. Kennedy International Airport (“NTO at JFK” or “NTO”), the “Airports”), which is a direct driver of the Airports Business Division’s results, may be affected by a number of factors, including:

•

adverse macroeconomic developments (including changes in fuel prices and currency exchange rates), whether affecting the global economy or the domestic economies of the countries in which the Airports are located;

•

an increase in airfares;

•

large-scale epidemics or pandemics, which could have an adverse impact due to potential travel restrictions, quarantine requirements, and social distancing measures in the countries in which the Airports are located;

•

heightened geopolitical tensions or war such as the conflicts in Ukraine, the Middle East and any associated sanctions, which may disrupt the operations of airlines and the Airports;

•

the development of efficient and viable alternatives to air travel, including the improvement or expansion of existing surface transport systems, the introduction of new transport links or technology, and the increased use of communications technology;

•

route operators facing financial difficulties or becoming insolvent, such as the collapse of Thomas Cook in September 2019 and of Flybe in March 2020 and in January 2023;

18

•

an increase in competition from other airports or terminals, including the risk of increase of capacity of these airports and terminals;

•

decisions by airlines regarding the number, type, and capacity of aircraft (including the mix of premium and economy seats), as well as the routes utilized (for instance, the decision by Ryanair in 2018 to cease using Glasgow airport as a base);

•

implementation of additional security measures or new security equipment;

•

changes in domestic or international regulation, for instance international trade liberalization developments such as Open Skies, or government intervention, such as the powers vested in the U.K. Secretary of State for Transport under the Civil Aviation Act 2006, as it amends the Airports Act 1986, to give directions to airport operators in the interests of national security, including orders requiring the closure of airports;

•

disruptions caused by natural disasters, extreme weather, riots, or political action or acts of terrorism or cybersecurity threats and attacks;

•

restrictions on the use of certain aircraft imposed by national regulatory safety bodies;

•

efforts to decarbonize air travel, including potential limitations to airline and airport capacity; and

•

new taxes that could affect flight demand.

There can be no guarantee that the Airports’ contingency plans will be effective in anticipating and addressing the effects of the factors listed above. Any of these factors could negatively affect the Airports’ reputation and day-to-day operations and may result in a decrease in the number of passengers using the Airports, which in turn could have a material adverse effect on our business, financial condition, and results of operations. A prolonged and significant reduction in passenger volume could result in the bankruptcy of a specific project or concession.

In nominal terms, there is almost a linear relationship between the number of passengers and our revenue. The companies operating Heathrow and AGS and, in the future, NTO at JFK are equity-accounted and not fully consolidated into the Group. Therefore any potential impacts would not directly affect our revenues, but instead the concession companies’ results. Furthermore, on November 28, 2023, we announced the planned divestment of our stake in Heathrow airport. For further details on this potential divestment, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

Passenger numbers and the propensity of passengers to spend in the restaurants and shops located within the Airports also drive retail concession fees. Changes in the mix of long- and short-haul and transfer and origin and destination passengers, economic factors, retail tenant defaults, lower retail yields on lease renegotiations, and redevelopments or reconfigurations of retail facilities at the Airports may also affect levels of retail income at the Airports. Occurrence of any of these circumstances may result in:

(i)

a temporary or permanent decline in retail concession fees;

(ii)

reduced competitiveness of the airport retail offering;

(iii)

stricter hand luggage and other carry-on restrictions; and

(iv)

reduced shopping time as a result of more rigorous and time consuming security procedures.

Car parking revenues could also decline as a result of increased competition from other ways of transportation to the Airports, such as buses and trains, as well as increased competition from off-site car parks and the potential rise in environmental taxes (for example, in the case of the Heathrow airport, the City of London’s Ultra Low Emission Zone (“ULEZ”) charge expanded to the airport starting in August 2023). Other non-aeronautical income could decline as a result of a decrease in demand from airport users, such as car rental operators and airlines leasing check-in counters.

As a general matter, passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including economic conditions in the countries in which the airports are located, the

19

political situation in those countries and globally, public health crises, the attractiveness of the destinations that the Airports serve relative to those of other competing airports, fluctuations in petroleum prices, disruptions of global debt markets and changes in regulatory policies applicable to the aviation industry. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.

3.D.1.22.2 Heathrow is subject to economic regulation by the CAA, which may be subject to adverse change and may as a result have a material adverse effect on our operations at Heathrow, which could have a material adverse effect on our business, financial condition, and results of operations.

Heathrow Airport Holdings (“HAH”) is the entity through which Heathrow airport is operated and in which we have a 25.0% ownership interest through our interest in FGP Topco Limited (“FGP”), which is a direct shareholder of HAH. HAH operations at Heathrow are subject to regulatory review that results in, among other things, the setting of price caps on Heathrow’s average charges to airlines by the Civil Aviation Authority (“CAA”). This regulatory review generally takes place every five years. The most recent regulatory period is the H7 regulatory period (the “H7 Regulatory Period”), which encompasses the years 2022 to 2026.

There can be no assurance that the future price caps (i.e., the price caps in place after the H7 Regulatory Period) set by the CAA will be sufficient to allow Heathrow to operate at a profit or to obtain adequate profitability given the risk profile of this particular asset. We also can neither assure that the present price caps will be increased or maintained at current levels, following the CAA’s final decision, nor that the methodology of the CAA’s review process would not have a material adverse effect on HAH’s revenue in subsequent reviews.

The CAA has established performance-linked requirements that can negatively impact aeronautical income. For instance, the CAA can reduce the permitted yield in respect to airport charges at Heathrow if prescribed milestones are not met on certain capital investment projects. Additionally, there are service quality rebate schemes in place at Heathrow for the current regulatory period. These schemes contemplate rebates of up to 7.0% of airport charges due to the failure to meet specified targets, such as: airport cleanliness, security queuing times, flight information displays, and stand and jetty availability. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.

Due to the extended timetable for the final decision under the H7 Regulatory Period, the CAA implemented a 2022 interim price cap of GBP 30.19 per passenger on December 16, 2021 and a 2023 interim price cap of GBP 31.57 per passenger on February 1, 2023. The difference between the interim caps and the final price cap set forth in the CAA’s final decision will be trued up through the remaining years of the H7 Regulatory Period.

The CAA published its final proposals for the new H7 Regulatory Period (the “CAA’s Final Decision”) on March 8, 2023. According to the CAA’s Final Decision, charges for 2023 would remain at GBP 31.57 per passenger as set out in the CAA’s interim decision on February 1, 2023. The average maximum price per passenger is then expected to fall by approximately 20.0% to GBP 25.43 per passenger in 2024 and until the end of 2026, with an average of GBP 27.49 per passenger over the new H7 Regulatory Period. The charge established in the CAA’s Final Decision from 2024 onwards is slightly lower than that set out in the CAA’s previous proposals published in June 2022. The change assumes that passenger volumes will return to pre-COVID-19 levels and passengers should therefore benefit from lower unit costs. It also assumes that the lower cap, paired with a larger number of passengers, will allow Heathrow to continue investing in facilities for passengers and supporting its ability to finance its operations.

HAH and the three airlines (British Airways, Virgin Atlantic and Delta Air Lines) independently sought permission to appeal the CAA’s price control decision with the UK Competition and Markets Authority (the “CMA”) on April 17, 2023, which the CMA granted on May 11, 2023. The appeals were brought under section 25 of the Civil Aviation Act 2012. In particular, the focus of HAH’s appeal was that the price cap determined by the CAA does not allow HAH to earn sufficient revenues to support related investments. Conversely, the airlines’ appeal claimed that the price cap is too high. The CMA issued a provisional determination in connection with these appeals on September 8, 2023. In its provisional determination, the CMA found that, although the CAA’s decision-making was largely correct, the CAA erred in certain aspects of its decision. On October 17, 2023, the CMA released its final decision, which was in line with its provisional determination. The CAA now needs to reconsider the small number of issues raised by the CMA’s decision.

20

Following the CAA’s Final Decision and the CMA’s ruling on the subsequent appeals brought by HAH and the airlines, in March 2024, the CAA opened a consultation process (CAP2980) on the issues raised by the CMA’s decision and additional matters on which the CAA was unable to resolve prior to their delivery of the H7 Regulatory Period final proposals. This consultation process includes the CAA’s proposed approach on these matters, including an analysis of the impact, changes to passenger charges and related changes to the HAH’s license that would apply if the proposed approach would be implemented. The consultation process is expected to close on May 1, 2024. If the responses to the consultation process indicate that the CAA needs to propose an approach that differs substantially from that set out in the consultation, the CAA will re-consult before rendering the decision.

On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. The transaction is subject to a number of conditions, including obtaining of the necessary regulatory approvals and compliance with provisions relating to the pre-emption and full tag-along rights. The transaction is expected to close in 2024. For further details, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

3.D.1.22.3 The successful implementation of the capital investment program of Heathrow and the investment in NTO are subject to, among others, risks related to unanticipated construction and planning issues, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

The capital investment program of Heathrow, as well as the investment program regarding NTO at JFK, include major construction projects and are subject to a number of risks.

For example, as it pertains to the operation of Heathrow, if HAH is unable to achieve consensus in support of capital investment projects among its airline customers, it could affect the willingness of the CAA to include the costs of such projects in the airport’s allowed investment and regulated asset base (“RAB”).

NTO is also a significant design and construction endeavor, with multiple milestones and a schedule that contemplates completion in phases; as with any major construction effort, the project involves many risks that could result in cost overruns, in delays or in a failure to complete the project.

Difficulties in obtaining any requisite permits, consents (including environmental consents), licenses, planning permissions, compulsory purchase orders, or easements could adversely affect the design or increase the cost of the investment projects or delay or prevent the completion of the project or the commencement of its commercial operation. We may also experience difficulties in coordination with other projects at JFK, which could affect our schedule or impact our cost.

Although contractors typically share in cost and schedule risks, HAH and NTO may face higher-than-expected construction costs and delays (in respect of the former, not all of which may be permitted by the CAA to be included in Heathrow airport’s RAB) and possible shortages of equipment, materials, and labor due to the number of major construction projects in the London or New York areas, respectively. The commencement of commercial operations of a newly constructed facility may also give rise to start-up problems, such as the breakdown or failure of equipment or processes, failures in systems integration or lack of readiness of airline operators, closure of facilities, and disruptions of operations and compliance with budget and specifications. The ability of contractors to meet their financial or other liabilities in connection with these projects cannot be assured. The construction contracts of HAH and NTO contain restricted remedies or limitations on liability such that any such sums claimed or amounts paid may be insufficient to cover the financial impact of breach of contract.

The failure of HAH or NTO to recognize, plan for or manage the extent of the impact of construction projects could result in projects overrunning budgets, operational disruptions, capital expenditure, trigger rebates to airlines, unsatisfactory facilities, safety and security performance deficiencies, and higher-than-expected operating costs.

Furthermore, Heathrow halted its expansion work in February 2020 and will review the project and the circumstances surrounding the aviation industry at present, prioritizing its recovery from COVID-19, which is expected to enable Heathrow to better assess and subsequently resume the completion of the planning application for expansion. The U.K. Government’s Airports National Policy Statement continues to provide policy support for Heathrow’s plans for a third runway and the related infrastructure required to support

21

expanded airport operations. If Heathrow’s expansion is further disrupted in any way that is material, it could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Any of these risks could affect Heathrow’s and, in due course, NTO’s day-to-day operations and impact their reputation and, consequently, have a material adverse effect on our business, financial condition, and results of operations.

These unanticipated construction and planning issues are not the only issues that could affect the successful implementation of the capital investment program of Heathrow and the investment in NTO, respectively. For example, in deciding to commit to certain investments in connection with these airports, we make certain forecasts and projections, including projections of traffic flows, which are based on assumptions that we believe are reasonable. Any differences between our forecast and projections and actual results of these airports could adversely affect our business, results of operations, prospects, and financial condition. In particular, due to the early stage of the project, NTO’s actual results have a greater likelihood to differ from the forecasts and projections made at the outset, such that revenues generated from the operation of the new terminal facilities may be insufficient to support our investment obligations at NTO.

On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. The transaction is subject to a number of conditions, including obtaining of the necessary regulatory approvals and compliance with provisions relating to the pre-emption and full tag-along rights. The transaction is expected to close in 2024. For further details, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

3.D.1.23 Risks relating to the Construction Business Division

3.D.1.23.1 Difficulties in securing private sector projects may adversely affect our business, financial condition, results of operations, and prospects.

Procurement by private sector companies has decreased as a result of the effects of the economic downturn. Difficulties in securing private sector projects as a result of this decrease may adversely affect our business, financial condition, results of operations, and prospects.

In addition, private sector companies may be forced to halt projects that are already underway due to a lack of funds, or they may decide to delay or abandon studies of potential projects while they await more favorable investment conditions. Whilst standard practice in the private sector is for the construction company to be paid as the works are executed, we are exposed to loss of revenue if such works are delayed or cancelled.

Reductions in project procurement and delays in the completion of projects by the private sector may adversely affect our business, financial condition, results of operations, and prospects.

3.D.1.23.2 Any failure to meet construction project deadlines and budgets may have a material adverse effect on our business, financial condition, results of operations, and prospects.

There are certain risks that are inherent to large-scale construction projects, such as supply chain shortages and increased costs of materials, machinery, and labor. If any of our contractors and sub-contractors fail to meet agreed deadlines and budgets, or if there are any interruptions arising from adverse weather conditions, unpredictable geological conditions, or unexpected technical or environmental difficulties, there may be resulting delays and excess construction costs.

Contractor and sub-contractor liability clauses, included in most standard construction agreements entered into with contractors and sub-contractors, generally cover these situations, although they may not cover the total value of any resulting losses.

In the event of construction delays, we may receive revenues later than expected and could face penalties and even contractual termination. These eventualities could increase our expenses and reduce our income, particularly if we are unable to recover any such expenses from third parties under our concessions, in which case our business, financial condition, results of operations, and prospects may be materially adversely affected.

22

3.D.1.24 Risks relating to the Energy Infrastructure and Mobility Business Division

3.D.1.24.1 The triggering of performance guarantees in relation to our waste management plants in the U.K. could have a material adverse effect on our business, financial condition, and results of operations.

We operate waste management plants in four main locations in the United Kingdom and most of those plants are part of four separate concession contracts with different local authorities. The four concession contracts represent the majority of our waste management operations and are expected to expire between 2026 and 2043. Our waste management contracts are in their operational phase, except the provision of energy from waste management plant, which forms part of our contract with the Isle of Wight Council, and is in its commissioning phase.

Our waste management contracts include parent company guarantees related to the fulfillment of the respective underlying contract. The maximum value supported by these guarantees as of December 31, 2023, amounted to of GBP 358 million (EUR 413 million); however, in specific scenarios such as fraud, willful misconduct, or abandonment of the asset, the value to be supported by the guarantees is not capped.

The waste management business was developed, operated and guaranteed by Amey and Cespa. However, it was carved out from both groups before we sold them. Therefore, we are currently responsible for the execution of the existing contracts, including the liabilities associated to all their associated parent company guarantees, and we provided indemnities to the acquirers of Amey and Cespa for any damage either of them may suffer in relation to the UK waste management business we have retained.

In recent years, the plants have faced issues in both their construction phase and their commissioning and operation phase, particularly in the case of the Milton Keynes, Isle of Wight, and North Yorkshire (AWRP) plants. As of December 31, 2023, we recognized a provision for future losses covering these plants in the amount of GBP 40 million (EUR 46 million). The provision does not include structural costs of the business estimated at GBP 8 million (EUR 9 million) per annum.

The triggering of performance guarantees or the occurrence of further issues in connection with the operation or commissioning of the waste management plants may materially and adversely affect our business, financial condition, and results of operations.

3.D.1.24.2 We provide services to a limited number of customers in the mining sector in Chile, which is a highly regulated sector and is subject to risks.

As further discussed in “Item 4. Information on the Company—B. Business Overview—10. Regulatory Environment—7. Support services to the mining industry,” we provide services to the mining sector in Chile. Mining is a highly-regulated activity, in large part due to its inherent risks to health and safety. Health and safety standards in this sector are particularly stringent. Changes in laws, regulations and standards applicable to our businesses or the business of our customers could increase our costs of doing business, which could have a material adverse effect on our results of operations. Furthermore, any accidents or incidents involving our operations in this sector may damage our reputation and expose us to claims and litigation, increased insurance premiums or otherwise adversely impact our operations.

Currently we provide our services in this sector in Chile to a limited number of large mining companies that primarily focus on extraction and refinement of copper. Any factors that could impact our clients’ financial condition or demand for our services, such as international copper prices, a downturn in the copper mining industry due to lower demand, higher competition or other factors, could materially impact the need for our services and, in turn, have an adverse effect on our business, financial condition, and results of operations.

Furthermore, mining services and our activities in this sector are also labor intensive. Any changes in legislation that may impact labor costs, increases in salaries or lack of availability of qualified labor force could lead to increases in costs that we may not be able to pass on under our contracts in the short-term. Furthermore, lack of available qualified personnel could lead to non-compliance with requirements under our existing contracts. Any of the abovementioned factors could materially and adversely affect our business, financial condition, and results of operations.

23

3.D.2. Risks Related to Legal, Regulatory, and Industry Matters

3.D.2.1 We operate in highly regulated environments that are subject to changes in regulations and are subject to risks related to contracts with government authorities, which could have a material adverse effect on our business, financial condition, and results of operations.

General and industry-specific considerations. We must comply with both (i) specific aviation, toll road, waste management and treatment, public procurement, and construction and energy infrastructure sector regulations, as well as (ii) general regulations in the various jurisdictions where we operate. Each jurisdiction where we provide our services has a different risk profile and may present different risks, including political and social tensions, locations with limited access, legal uncertainty, local content requirements, increased tax pressures, or heightened complexity of the profit margin allocation process. The current geo-economic context may encourage economic policies aimed at prioritizing national or regional interests and increasing fiscal pressure in some markets. These interventions could affect asset management and the development of future projects.

The rise of protectionist policies and political instability in some areas where we operate may lead to regulatory changes that adversely impact management of assets and expose us to new risks, a risk which has been accentuated by the macroeconomic situation generated by the conflicts in Ukraine and the Middle East. Any regulatory changes in the sectors where we operate could adversely affect our business, financial condition, and results of operations.

Environmental considerations. In the countries where we operate, there are local, regional, national, and supranational bodies which regulate our activities and establish applicable environmental regulations. These laws may impose strict liability in the event of damage to natural resources, pollution over established limits, or threats to public safety and health. Strict and/or criminal liability may mean that we could be held jointly and severally liable with other parties for environmental damage regardless of whether we have acted negligently, or that we owe fines whether or not effective or potential damage exists or is proven. Significant liability could be imposed on us for damages, clean-up costs, or penalties in the event of certain discharges into the environment and environmental contamination and damage, as has occurred in the past.

Granting and retention of concessions. Our concessions are granted by governmental authorities and are subject to special risks, including the risk that governmental authorities will take action contrary to our interests or rights under the concession agreements (this may include unilaterally terminating, amending or expropriating the concessions on public interest grounds, or imposing additional restrictions on toll rates).

This risk may be especially relevant in infrastructure assets, where we enter into most of our agreements with governmental authorities. Under these concession development agreements or facility agreements, typically, the relevant government authority, as the concession grantor or lessor, has, in addition to other termination rights for concessionaire default, certain judicial rulings and other specified matters, a right to terminate the concession/lease unilaterally if such governmental authority determines that such termination is in its best interests, oftentimes referred to as a right to terminate for convenience. While such termination rights have only been exercised in respect of such infrastructure assets, and related contractual regimes, in respect of a limited number of similar concessions in the United States, in the event that such termination for convenience right is exercised by the relevant governmental authority, the authority is typically required to make a payment to the relevant concessionaire as compensation for such termination.

For example, under our agreements with the Texas Department of Transportation in respect of our infrastructure assets in Texas, the amount payable to the relevant concessionaire in respect of any such exercise will typically require a payment that is calculated by reference to the fair market value of the concession, the outstanding or initial debt incurred in respect of such concession and/or a guaranteed equity return plus outstanding or initial debt. Although the agreements regulating such concessions establish both the method and formula for the calculation of the applicable compensation amount, disputes may arise between the parties as to the ultimate amount of such compensation, the method used to calculate the same or related interpretation of the contract and applicable provisions.

Furthermore, with respect to airport assets, the concession grantors typically may also terminate the concession unilaterally in circumstances where no breach or omission by the concession operator has occurred.

24

In the case of the airport assets within the portfolio of the Airport Business Division, the only concession agreement that expressly allows the administration to terminate the concession unilaterally is the concession agreement for the operation of the airport terminals at Dalaman. Under this contract, in the event of a unilateral termination, the administration must pay to the concessionaire a termination fee for the loss of income corresponding to the remaining concession period at the time of termination, as determined by independent international audit firms.

As one example of such unilateral termination of a concession contract, on August 2019, the City of Denver notified the concessionaire of the Great Hall Project (a consortium participated in by a subsidiary of Ferrovial Airports at the time) of its decision to unilaterally terminate the concession agreement which regulated the refurbishment, operation, and management of the Great Hall of the Denver International Airport.

Should any actions such as the above be taken by government authorities in any of the jurisdictions in which we operate, there is no certainty that adequate compensation for any losses arising from such risks will be provided by the relevant government, which could have a material adverse effect on our business, financial condition and results of operations.

3.D.2.2 We operate in highly regulated environments and are subject to risks related to the granting of permits and rights-of-way and securing land rights, which could have a material adverse effect on our business, financial condition, and results of operations.

Approvals, licenses, permits, and certificates. We require various approvals, licenses, permits, and certificates in the conduct of our business. We cannot assure that we will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, and certificates required for the conduct of our business, nor that we will continue to satisfy the conditions under which authorities grant such authorizations. In addition, there may be delays on the part of the regulatory, administrative, or other relevant bodies in reviewing our applications and granting the required authorizations. If we fail to obtain or maintain the necessary approvals, licenses, permits, and certificates required for the conduct of our business, we may lose contracts or be required to incur substantial costs or suspend the operations of one or more of our projects. Furthermore, to bid, develop, and complete a construction project or an energy project, we may also need to obtain permits, licenses, certificates, and other approvals from the relevant administrative authorities. We cannot assure that we will be able to obtain or maintain such governmental approvals or fulfill the conditions required for obtaining the approvals or adapt to new laws, regulations, or policies that may come into effect from time to time, without undue delay or at all. Obtaining environmental permits and the acquisition of the relevant rights-of-way are key elements in the pre-construction phase of many toll roads and transmission line or energy generation projects in which we are or may be involved in the future.

Land rights and related governmental action. Additionally, we may not be able to secure, timely or at all, the land rights we need to obtain to build or extend the toll roads, develop the infrastructure assets, or develop energy infrastructure projects for the concessions in which we have an interest. We principally depend on governmental action to secure such land rights, as it often involves governmental authorities taking action to expropriate the land on which the relevant infrastructure asset is to be constructed.

The entry into force of new regulations and the imposition of new or more stringent requirements as part of permits or authorizations, or a stricter application of existing regulations, may cause delays or increase our costs or impose new responsibilities, leading to lower earnings and liquidity available for our activities and the business, in turn materially adversely affecting our financial condition and results of operations.

3.D.2.3 We are subject to litigation risks, including claims and lawsuits arising in the ordinary course of business, which could have a material adverse effect on our reputation, business, financial condition, and results of operations.

We are, and in the future may be, a party to judicial, arbitration, and regulatory proceedings. We are exposed to risks derived from potential lawsuits or litigation of different kinds arising, including in the ordinary course of business. In relation to these legal risks, and according to prevailing accounting standards, when such risks are deemed probable, we must make accounting provisions. When such risks are less likely to materialize, we recognize contingent liabilities. For description of our potential significant liabilities, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings” and the

25

Audited Financial Statements. For example, as of December 31, 2023, our litigation and tax provisions amounted to EUR 156 million, including provisions of EUR 71 million to account for possible risks resulting from lawsuits and litigation in progress. The litigation provision amount remained relatively stable compared to the previous year.

Our business strategy is to focus on technically complex projects with long periods of maturation and the development of that, due to such long period of maturation, may result in non-compliance with agreed quality levels and committed deadlines. Any such non-compliance or perceived non-compliance risk may give rise to disputes with clients, counterparties, partners, or stakeholders and potential litigation. In addition, the budgetary constraints faced by some of our public clients may increase their need or willingness to litigate, and consequently increase our exposure to the risk of contractual disputes on construction and maintenance projects, as has been the case in the past with regards to certain of our projects in the United Kingdom, which can negatively impact our return on investment.

Several types of claims may arise in connection with this risk, including:

(i)

claims relating to compulsory land purchases required for toll roads construction;

(ii)

claims relating to defects in construction projects performed or services rendered;

(iii)

claims for third party liability in connection with the use of our assets or the actions of our employees;

(iv)

employment-related claims;

(v)

environmental claims; and

(vi)

claims relating to tax inspections.

Also, criminal claims against our employees may arise, such as the proceedings relating to potential irregularities in tenders organized by the Warsaw Municipal Wastewater Treatment Works for contracts for municipal waste disposal. For further information on this matter, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings.”

An unfavorable outcome, including an out-of-court settlement, in one or more of such proceedings beyond our total litigation provisions, as well as material new claims and proceedings, could have a material adverse effect on our reputation, business, financial condition, and results of operations.

3.D.3. Risks Relating to Our Structure and Financial Risks

3.D.3.1 The Company is a holding company with no direct cash generating operations and relies on our operating Group Companies to provide itself with funds necessary to meet its financial obligations, which could have an adverse effect on our business, financial position, results of operations, and prospects.

The Company is a holding company with no material, direct business operations. The principal assets of the Company are its equity interests in the Group Companies. The Company depends on our operating Group Companies to meet its financial obligations, including its expenses as a publicly traded company and the payment of dividends. The funds the Company receives from our Group Companies are in the form of dividend distributions, loans, and other payments.

Regarding our Companies’ dividend distributions, the amount and timing of such distributions will depend, among other factors, on the laws of our operating Group Companies’ respective jurisdictions, their operating performance, the decisions of other shareholders of such entities, any restrictions arising in connection with any anticipated actions from the rating agencies, as well as any financing arrangements entered into by such Group Companies which restrict their ability to distribute dividends.

For example, due to the impact of COVID-19, HAH requested a waiver of the Heathrow Finance plc applicable interest cover ratio (“ICR”) covenant in 2021. The conditions of such waiver do not permit dividend payments until the regulatory asset ratio (“RAR”) is below 87.5%. In addition, due to the impact of COVID‑19, AGS entered into an agreement to amend and extend its debt facility. The agreement does not

26

allow dividend distribution for its duration. Similarly, due to the impact of COVID-19, 407 ETR experienced significant declines in traffic volumes, which decreased operating revenues and the resulting dividends. As a result of these impacts, in 2023 Heathrow and AGS did not distribute dividends, and 407 ETR paid dividends of EUR 281 million. In 2022, Heathrow and AGS also did not distribute dividends, and 407 ETR paid dividends of EUR 237 million.

Additionally, as an equity investor in our Group Companies, the Company’s right to receive assets upon such Group Companies’ liquidation or reorganization would be effectively subordinated to the claims of creditors. To the extent that the Company is recognized as a creditor of subsidiaries, the Company’s claims may still be subordinated to any security interest in, or other lien on, the relevant Group Company’s assets and to any of its debt or other (lease) obligations that are senior to the Company’s claims.

3.D.3.2 Our joint venture and partnership operations could be affected by our reliance on our partners’ financial condition, performance, and decisions, which could have a material adverse effect on our business, financial position, results of operations, and prospects.

A relevant number of our operations are conducted through joint ventures and partnerships, including holding non-controlling interests in companies that operate some of our main infrastructure assets, such as Heathrow and the 407 ETR. For further information in respect to our associates in collaboration with whom we operate certain of our assets and investments (i.e., the companies accounted for using the equity method) see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business Divisions.”

We may continue to enter into arrangements subject to joint control, such as joint ventures or minority ownership. Joint ventures, related partnerships, and minority ownership interests are subject to risks related to oversight and control, compliance, competing business interests, financial liabilities, and difficulties to dispose of the stake due to the existence of pre-emptive rights. Disputes with joint venture partners may result in the loss of business opportunities or intellectual property or disruption to, or termination of, the relevant joint venture, as well as to litigation or other legal proceedings. In the event that risks related to oversight and control, compliance, competing business interests, financial liabilities, and difficulties to dispose of the stake, in respect of joint ventures, joint venture partners and minority shareholders materialize, this could result in financial, reputational, and legal consequences, which could have a material adverse effect on our business, results of operations, and financial condition.

Investment partners may have economic or other interests that do not align with our interests. Furthermore, investment partners may be in a position to take or influence actions contrary to our interests and plans, which may create impasses on decisions and affect our ability to implement our strategies and dispose of the affected concession or entity.

In certain situations, we may not have a controlling stake, and consequently, payment of dividends to us may be blocked by our partners, which may result in us not being able to optimize the management and value of the specific joint venture or partnership. Finally, as a result of different interests between the partners, disputes may develop, resulting in us incurring litigation or arbitration costs and distracting our management from its other tasks. Any of these factors may adversely affect our business, financial condition, and results of operations.

Examples of projects in which we do not have a controlling stake include some of our main assets, such as our 43.2% ownership interest in 407 International Inc., the concession operator of the 407 ETR, our 24.9% ownership interest in IRB Infrastructure Developers Limited (“IRB”), an Indian toll road builder and operator, and our indirect 49.0% ownership interest in JFK NTO, the concessionaire entity that manages the NTO at JFK concession.

For the year ended December 31, 2023, our total dividends received from our infrastructure assets amounted to EUR 741 million, of which EUR 417 million were received from consolidated entities (56.3% of such total dividends) and EUR 324 million were received from equity-accounted companies (i.e., business activities with companies in which joint control is identified) from joint venture and partnership operations (43.7% of such total dividends).

In addition, the success of our joint ventures and partnerships depends on the partner’s satisfactory performance of their obligations. If our partners fail to satisfactorily perform their obligations as a result of

27

financial or other difficulties, the joint venture or partnership may be unable to adequately perform contracted services. Under these circumstances, we may be required to make additional investments to ensure the adequate performance of the contracted services.

Furthermore, mainly in connection with the Construction Business Division, we could be jointly and severally liable for both our obligations and those of our partners (although we generally execute counter guarantees with our partners in order to be left harmless). In addition, in the ordinary course of our business, we undertake to provide guarantees and indemnities in respect of the performance of the contractual obligations of our joint venture entities and partnerships. These guarantees and obligations may give rise to a liability to the extent the respective entity fails to perform its contractual obligations. A partner may also fail to comply with applicable laws, rules, or regulations, which may further result in our liability.

Any of the above factors could have a material adverse effect on our business, financial condition, results of operations, and prospects.

3.D.3.3 An increase in inflation may negatively affect our results of operations (mainly in the Construction Business Division) and an increase in real rates or an increase in inflation with no economic growth may decrease the value of our assets, which could have a material adverse effect on our business, financial condition, and results of operations.

Although we are positively exposed to inflation risk in general terms, through toll rates with a great degree of flexibility or inflation indexation, under scenarios of low or negative economic growth and high inflation, the additional revenue generated by the toll rate increases may be limited by the negative impact of such increases on traffic volumes. In addition, if real rates (interest rates adjusted for the effects of inflation) increase, the value of our assets may be affected, as the effect on present value of discount rates would be offsetting the benefits of inflation in toll highways.

The recent rise in inflation may have an adverse effect on operating margins under the construction contracts due to increases in the cost of raw materials and energy, which may affect expected profitability. Although this risk is partially mitigated in certain jurisdictions by inflation-related price adjustment clauses in contracts (such as in Poland and in certain contracts in Spain), the risk may not be adequately hedged from the effects of inflation, which could have a material adverse effect on our business, financial condition, and results of operations.

We have entered into an inflation derivative in connection with Autema, a toll road project in Spain, in order to fix the inflation component of our revenue from this project. An increase in inflation would have a negative fair value impact on this derivative, and could as such have a material adverse effect on our business, financial condition, and results of operations.

3.D.3.4 Exchange rate fluctuations could have a material adverse effect on our business, financial condition, and results of operations.

We have exposure to foreign currency, mainly to the pound sterling, the U.S. dollar, the Indian rupee, the Canadian dollar, the Polish zloty, the Chilean peso, the Colombian peso, and the Australian dollar.

Our foreign exchange rate risks arise primarily from:

(i)

our international presence, through our investments and businesses in countries that use currencies other than the euro;

(ii)

debt denominated in currencies other than that of the country where the business is conducted or the home country of the company incurring such debt; and

(iii)

trade receivables or payables in a foreign currency to the currency of the company with which the transaction was registered.

In analyzing sensitivity to exchange rate effects, we estimate that a 10% depreciation in the value of the euro at year-end 2023 against the main currencies in which we hold investments would have an impact on our equity attributable to shareholders of EUR 215 million, of which 26% would relate to the impact of the Canadian dollar, 21% to the U.S. dollar, 12% to the pound sterling and 19% to the Indian rupee.

28

We establish our hedging strategy by analyzing past fluctuations in both short- and long-term exchanges rates and have monitoring mechanisms in place, such as future projections and long-term equilibrium exchange rates. These hedges are made by arranging foreign currency indebtedness, foreign currency deposits, or financial derivatives.

Although we enter into foreign exchange derivatives to cover our significant future expected operations and cash flows, any current or future hedging contracts or foreign exchange derivatives we enter into may not adequately protect our operating results from the effects of exchange rate fluctuations which could have a material adverse effect on our business, financial condition, and results of operations. We are subject to the creditworthiness, and, in certain circumstances, the early termination of the hedging agreements by hedge counterparties.

We cannot assure that future exchange rate fluctuations will not have a material adverse effect on our business, financial condition, and results of operations.

3.D.3.5 Interest rate fluctuations may affect our net financial expense, which could have a material adverse effect on our business, financial condition, and results of operations.

Interest rate fluctuations affect our business, which may impact our net financial expense due to the variable interest on financial assets and liabilities, as well as the measurement of financial instruments arranged at fixed interest rates.

Certain of our indebtedness bears interest at variable rates, generally linked to market benchmarks such as EUR IBOR, Secured Overnight Financing Rate (“SOFR”), London Interbank Offered Rate (“LIBOR”), and Sterling Overnight Interbank Average Rate (“SONIA”). Any increase in interest rates would increase our finance costs relating to variable rate indebtedness and increase the costs of refinancing existing indebtedness and of issuing new debt. This interest rate fluctuation risk is particularly important in the financing of infrastructure projects and other projects, which are heavily leveraged in their early stages and the performance of which depends on possible changes in the interest rate.

For example, a linear increase of 100 basis points in market interest rate curves as of December 31, 2023 would increase financial expenses in our income statement by an estimated EUR 4 million, of which EUR 1 million would relate to our interest in infrastructure project companies and EUR 3 million would relate to our interest in ex-infrastructure project companies. This impact would be offset by any increases in financial results due to the expected higher return of cash held by us as of that specific date.

Although we enter into hedging arrangements to cover interest rate fluctuations on a portion of its debt, any current or future hedging contracts or financial derivatives entered into by us may not adequately protect our operating results from the effects of interest rate fluctuations, which could have a material adverse effect on our business, financial condition, and results of operations. We are subject to the creditworthiness of hedge counterparties and, in certain circumstances, the early termination of the hedging agreements by hedge counterparties in the context of interest rate risk arrangement.

We cannot assure that future interest rate fluctuations would not have a material adverse effect on our business, financial condition, and results of operations.

3.D.3.6 We may not be able to effectively manage the exposure of our liquidity risk, which could have a material adverse effect on our business, financial condition, and results of operations.

Our assets, especially our infrastructure assets, must be able to secure significant levels of financing for us to be able to carry out our operations (for example, regarding the NTO at JFK or AGS). Certain industries in which we operate, such as airports and toll roads, are by nature capital-intensive businesses. Therefore, the development and operation of our assets, especially infrastructure concession assets, require a high level of financing.

Our ability to secure financing depends on several factors, many of which are beyond our control, including:

(i)

general economic conditions;

(ii)

developments in the debt or capital markets;

29

(iii)

the availability of funds from financial institutions; and

(iv)

monetary policy in the markets in which we operate.

Our ability to make payments on and to refinance our debt, as well as to fund future working capital and capital expenditures, will also depend on our future operating performance and ability to generate sufficient cash. Credit markets are subject to fluctuations that may result in periodic tightening of the credit markets, including lending by financial institutions, which will be a source of credit for us, and affect our customers’ and suppliers’ borrowing and liquidity. There is a risk that the markets that provide funding will not always be available to us due to unexpected events, which may lead to a situation where we cannot honor our liabilities in time. This could also lead to an increase in cost of capital. In such an environment, it may be more difficult and costly for us to refinance our maturing financial liabilities. In addition, if the financial condition of our customers or suppliers is negatively affected by illiquidity, their difficulties could also have a material adverse effect on us.

For example, AGS finances its activities through funds generated from operations and has access to external debt and shareholders’ loan facilities. In 2021, Ferrovial injected GBP 35 million in AGS through a combination of equity and a shareholder loan and negotiated amendments and an extension of AGS’ debt facility until June 18, 2024 with unanimous approval from all lenders. On March 14, 2024, AGS reached an agreement with a pool of lenders to refinance its existing outstanding debt (GBP 757 million) under the debt facility. For further details on the refinancing of AGS’ debt facility, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.” AGS’ debt facility was the only significant maturity in the short term in connection with the financing of infrastructure projects. As it pertains to ex-infrastructure borrowings, there are a number of facilities and bonds maturing in 2024. If we are unable to secure additional financing on favorable terms, or at all, our growth opportunities would be limited and our business, financial condition, and results of operations may be materially adversely affected.

Our ability to effectively manage our credit risk exposure may affect our business, financial condition, and results of operations. We are exposed to the credit risk implied by default on the part of a counterparty (customer, provider, partner, or financial entity), which could impact our business, financial condition, and results of operations.

In spite of signs of recovery in the global economy, the risk of late payments in both the public and private sectors is currently increased due to the effects of the global financial crisis. The cost of government financing and financing of other public entities has also increased due to financial stress in Europe, and this may represent an increased risk for our public sector clients.

Although we actively manage this credit risk through credit scoring and eventually, in certain cases, the use of non-recourse factoring contracts and credit insurance, our risk management strategies may not be successful in limiting our exposure to credit risk, which could adversely affect our business, financial condition, and results of operations.

3.D.3.7 We have entered into equity swaps which could result in losses and have a material adverse effect on our business, financial condition, and results of operations.

We entered into equity swaps linked to our share price in order to hedge any potential asset losses derived from the different incentive share plans to which we are a party. Under the general terms of these equity swaps, if, at the maturity date of each equity swap, our share price decreases below a reference share price (i.e., the strike price agreed at the inception of each equity swap), we will make a payment to the counterparty. However, if, at the maturity date of each swap, the share price increases above the reference price, we will receive payment from the counterparty. During the lifetime of the equity swaps, the counterparty will pay us cash amounts equal to the dividends generated by those shares and we will pay the counterparty a floating interest rate.

Further, whilst the equity swaps are not deemed to be hedging derivatives under International Accounting Standards (“IAS”), their market value during a given period of time has an effect on our income statement, which will be positive if the share price increases or negative if the share price decreases during that period. If our share price decreases below the reference price, the market value of the swap will decrease and our business, financial condition, and results of operations may be materially adversely affected.

30

3.D.3.8 The level of some of our Group Companies’ contributions to pension schemes in specific entities we participate in the U.K. may vary, which could have a material adverse effect on our business, financial condition, and results of operations.

We have to contribute to the public employee pension scheme in the United Kingdom in connection with our investment in HAH through our interest in FGP, a direct shareholder of HAH. The funding position of Heathrow pension schemes may vary from time to time, including due to fluctuations in investment fair values or changes on actuarial assumptions, thereby affecting the level of Heathrow’s pension costs. On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. For further details, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.” Increased pension costs resulting from variations to our Group Companies’ pension schemes’ funding positions could, in turn, have a material adverse effect on our business, financial condition, and results of operations.

3.D.3.9 Our shareholders in the United States may have difficulty bringing actions and enforcing judgements, against us, our directors, and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

We are incorporated in the Netherlands and the vast majority of our directors and executive officers reside outside the United States, primarily in Spain or the Netherlands. As a result, our shareholders’ ability to bring an action against these individuals or us in the United States in the event that the shareholders believe their rights have been infringed under the U.S. federal securities laws or otherwise, or the procedures in relation thereto, may be subject to uncertainties. Even if our shareholders are successful in bringing an action of this kind, whether they can successfully enforce a judgment against our directors, executive officers, or us outside the United States is subject to substantial uncertainty.

3.D.4 Risks Relating to Tax

3.D.4.1 The Spanish Tax authorities may consider the Merger to fall outside of the Special Tax Neutrality Regime’s protection, which could have a material adverse effect on our business, financial condition, and results of operations.

The Company has applied the special tax neutrality regime implemented in Spain pursuant to Chapter VII of Title VII of the Spanish Law 27/2014 of November 27 on Corporate Income Tax and its implementing regulations, as approved by Decree Law 634/2015 of July 10 (the “Spanish CIT Law”), implementing in Spain the Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States (the “EU Merger Directive”), to the Merger completed on June 16, 2023. Under this tax neutrality regime, the Merger benefits from total or partial tax neutrality consisting in the deferral of tax due to the capital gains or losses that may have arisen in connection with the Merger while maintaining the tax basis of the assets and shares affected by the Merger.

In connection with the application of the special tax neutrality regime, there is a potential risk of a challenge by the Spanish tax authorities. Specifically, the Spanish tax authorities may, in the course of a tax audit, consider that the Merger did not take place for a valid business reason and instead occurred with the main intention of obtaining a tax advantage, a position that the Company expressly rejects. In such case, the Spanish Tax Authorities may deny the application of such special regime and reverse the intended tax advantages.

Should the Spanish Tax Authorities make such a determination, they will seek to eliminate any intended tax advantage. The main difference in taxation between the Spanish and the Dutch Corporate Income Tax (“CIT”) regimes is the participation exemption—while the Netherlands has full participation exemption, in Spain, although the tax payers enjoy a participation exemption, 5.0% of such exempt dividends and gains are included in the CIT taxable base. If the Spanish Tax Authorities conclude that avoidance of the inclusion of 5.0% of the exempt dividends and gains in the CIT taxable base is a tax advantage the Company sought, they may as a result assess the CIT due on the difference between the fair market value of our assets transferred as a result of the Merger not allocated to a branch in Spain and the assets’ tax basis. In this regard, the main impact would derive from the gains on the transfer of the Shares; however, only 5.0% of the gains would be effectively

31

subject to taxation at a 25.0% CIT rate; such part of the gains would be further reduced by the carry-forward losses that Ferrovial had and deductible expenses, including financial expenses and pending tax credits.

Although the Company does not believe the foregoing would materially affect our overall business or financial condition, the tax impact will depend on the appraisal of transferred assets market value made by the competent authorities, and it could nevertheless result in a significant additional cost.

3.D.4.2 We are subject to complex tax laws, including changes thereof, in the jurisdictions in which we operate which could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.

We are subject to complex tax legislation in the jurisdictions in which we operate. Our tax treatment depends on the determination of facts and interpretation of complex provisions of applicable tax law, for which no clear precedent or authority may be available. Any failure to comply with the tax laws or regulations applicable to us may result in reassessments, late payment interest, fines, and penalties.

We are exposed to risks based on transfer pricing rules applying to intra-group transactions. Pursuant to such rules, related companies and enterprises are required to conduct inter-company transactions at arm’s length (i.e., on terms which would also apply among unrelated third parties in comparable transactions) and to sufficiently document the relevant transactions. Although we endeavor to follow such arm’s length principle, tax authorities might challenge the transfer pricing model we have implemented, which may result in disputes, double taxation in two or more jurisdictions, and the imposition of interest and penalties on underpaid taxes.

The tax rules applicable to us are consistently under review by persons involved in the legislative process and tax authorities, which may result in the passing of new tax laws, new or revised interpretations of established concepts, statutory changes, new reporting obligations, revisions to regulations, and other modifications and interpretations. Our present tax treatment may be modified by administrative, legislative, or judicial interpretation at any time, and any such action may apply on a retroactive or retrospective basis.

Any change in current tax legislation (including conventions for the avoidance of double taxation) in the countries where we operate or a change in the interpretation of such legislation by the tax authorities, as well as any change in accounting standards as a result of the application of tax regulations, could have a material adverse effect on our business, operating results, and financial position of the Company and our Group Companies. There is also a risk that unexpected tax expenses may arise or that tax authorities may challenge the general transfer pricing policy we have adopted, which could have a material adverse effect on our business, operating results, and financial position.

We continue to assess the impact of changes in tax laws and interpretations on our businesses and may determine that changes to our structure, practice, tax positions, or the manner in which we conduct our businesses are necessary in light of such changes and developments in the tax laws of the jurisdictions in which we operate. Such changes may nevertheless be ineffective.

For example, the G20/OECD Inclusive Framework has been working on addressing the tax challenges arising from the digitalization of the economy. One of the solutions to address the impact and consequence of the digitalization of the global economy is the Organization for Economic Cooperation and Development’s (the “OECD”) Pillar One and Pillar Two blueprints, released on October 12, 2020. Pillar One refers to the re-allocation of taxing rights to jurisdictions where sustained and significant business is conducted, regardless of a physical presence, and Pillar Two contains a minimum tax to be paid by the multinational enterprises. On December 14, 2022, the EU approved implementation of Pillar Two.

The Dutch legislative proposal to transpose Pillar Two in the Dutch corporate tax system, titled “Minimum Tax Act 2024 (Pillar Two),” entered into force on January 1, 2024.

This measure aims to ensure that multinationals are subject to a corporation tax rate of at least 15.0%, preventing them from shifting profits to low-tax jurisdictions in order to minimize the tax that they pay. The Company’s current view is that the Minimum Tax Rate Act 2024 should not lead to adverse tax consequences for the Group, but this measure could have an adverse effect on the Company’s tax compliance burden. In principle, the Minimum Tax Rate Act 2024 should not lead to an increase in taxes payable by us, as we develop

32

our activity in jurisdictions with a nominal tax rate for CIT purposes above the minimum 15.0% threshold, but it could have an adverse effect due to the potential increase in our tax compliance obligations.

The original treatment of a tax-relevant matter in a tax return, tax assessment, or otherwise could later be found incorrect and as a result, we may be subject to additional taxes, interest, penalty payments, and social security payments. Such reassessment may be due to an interpretation or view of laws and facts by tax authorities in a manner that deviates from our view.

We are subject to tax audits by the respective tax authorities on a regular basis. As a result of ongoing and future tax audits or other reviews by the tax authorities, additional taxes could be imposed that exceed the provisions reflected in previous financial statements. This could lead to an increase in our tax obligations, either as a result of the relevant tax payment being assessed directly against the Company or as a result of becoming liable for the relevant tax as a secondary obligor due to the primary obligor’s failure to pay such taxes. Consequently, we may have to engage in tax litigation to defend or achieve results reflected in prior estimates, declarations, or assessments which may be time-consuming and expensive. We are subject to pending litigation on tax matters which could result in a material amount of tax becoming payable. For further details, see “—3. The final outcome of ongoing tax proceedings could adversely affect our after-tax profitability and financial results.”

The materialization of any of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.

3.D.4.3The final outcome of ongoing tax proceedings could adversely affect our after-tax profitability and financial results.

We are a Dutch-based Group with operations in several countries and, thus, are subject to tax in multiple jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets and liabilities and in evaluating our tax positions in these jurisdictions. For further details, see “—2. We are subject to complex tax laws, including changes thereof, in the jurisdictions in which we operate which could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.” We are subject to tax audits and tax litigation, which could be complex and may require an extended period of time to resolve. While we believe that our tax positions are consistent with the tax laws of the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by the relevant tax authorities.

Specifically, we are currently involved in a tax proceeding relating to a previous tax assessments at a supranational level, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings—8. Tax-Related Proceedings.” The outcome of this or any future tax proceedings may have a significant impact on our tax provisions and could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects.

3.D.4.4 Potential amendments on the convention for the avoidance of double taxation between the Netherlands and Spain may provide less benefits to the Group and the Company’s shareholders, which can potentially lead to adverse tax consequences for either the Group or the Company’s shareholders.

The convention for the avoidance of double taxation between the Netherlands and Spain, entered into by those countries on June 16, 1971, is currently being renegotiated. The existing tax treaty provides for rules that reduce or eliminate double taxation of income earned by residents of either country from sources within the other country. Consequently, the Group and the Company’s shareholders may currently, under the terms of the existing tax treaty, be entitled to tax benefits, such as exemption from certain income taxation, reduced tax rates, and other benefits. As a consequence of the treaty renegotiation, a new or amended tax treaty may be concluded which differs from the current tax treaty, which can potentially lead to adverse tax consequences for either the Group or the Company’s shareholders, or both, to the extent they are currently entitled to benefits of the existing tax treaty.

3.D.4.5 The recoverability of our deferred tax assets may be subject to certain limitations, which could have a material adverse effect on our business, financial position, results of operations, and prospects.

As of December 31, 2023, a significant portion of our recognized deferred tax assets was tax loss carry-forwards and prepaid taxes from losses incurred by the Company and its subsidiaries. In Spain, for the purpose

33

of assessing the recoverability of tax loss carry-forwards by our Spanish tax consolidated group, we have decided not to record all the tax credits for accounting purposes, due to a reasonable doubt that they may be recovered in the short- or medium-term.

Our current and deferred income taxes may be further impacted by events and transactions arising in the normal course of business, as well as by special non-recurring items or changes in the applicable tax laws. Changes in the assumptions and estimates made by our management may result in our inability to recover our deferred tax assets if we consider that it is not probable that a taxable profit will be available against which the deductible temporary difference can be used. A future change in applicable tax laws could also limit our ability to recover our deferred tax assets. Additionally, currently ongoing or potential future tax audits and adverse determinations by the Spanish tax authorities may affect the recoverability of our deferred tax assets.

Specifically, we currently have ongoing litigation with respect to our CIT assessments pertaining to the tax years 2016 through 2023 (see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings—8. Tax-Related Proceedings”). On January 18, 2024, the Spanish Supreme Court issued a decision declaring unconstitutional the Royal Decree-Law 3/2016, on tax measures aimed at the consolidation of public finances. This decision could affect the outcome of our ongoing CIT litigation. Should the final outcome of the CIT litigation be favorable, which we believe is likely following the Spanish Supreme Court’s unconstitutionality decision, it may result in our tax credits being recoverable and available to the Group in connection with its future CIT filings.

Moreover, as a result of the Merger, the Company’s and its Dutch subsidiaries’ ability to use carry-forward losses and other tax attributes for Dutch tax purposes that arose prior to the Merger to offset taxable income that arises after the Merger may be subject to certain limitations, as certain rules apply to restrict such an entity’s use of carry-forward losses incurred prior to the Merger only to profits arising after the Merger that are attributable to such entity. Any such limitation on the Company’s or its Dutch subsidiary’s use of carry-forward losses or other tax attributes may adversely affect our business, financial position, results of operations, and prospects.

The Company and its Spanish subsidiaries that apply the special CIT group regime (“CIT Group Regime”) allowing entities residing in Spain and permanent establishments forming part of a group regime to be taxed as a single CIT payer (the “Spanish CIT group”) would also face restrictions on its ability to use carry-forward losses and other tax attributes for Spanish tax purposes.

The amounts of tax credits the future use of which could be impacted by these legal restrictions are: (i) in Spain, EUR 146 million of tax loss credits and EUR 32 million of other tax credits, with only EUR 63 million recorded in books as deferred tax assets, and (ii) in the Netherlands, EUR 18 million of tax loss credits, not recognized in books.

3.D.4.6 If the Company ceases to be a resident in the Netherlands for the purposes of a tax treaty concluded by the Netherlands and in certain other events, the Company’s shareholders could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution of the entire market value of the Company less paid-up capital.

Under a law proposal currently pending before the Dutch parliament, the DWT Exit Tax, the Company will be deemed to have distributed an amount equal to its entire market capitalization less recognized paid-up capital immediately before the occurrence of certain events, including if the Company ceases to be a Dutch tax resident for purposes of a tax treaty concluded by the Netherlands with another jurisdiction and becomes, for purposes of such tax treaty, exclusively a tax resident of that other jurisdiction, which is the “qualifying jurisdiction.” A qualifying jurisdiction is a jurisdiction other than a member state of the EU/EEA that does not impose a withholding tax on distributions, or that does impose such tax but that grants a step-up for earnings attributable to the period prior to the Company becoming exclusively a resident in such jurisdiction. This deemed distribution would be subject to a 15.0% tax insofar it exceeds a franchise of EUR 50 million. The tax is payable by the Company as a withholding agent. A full exemption applies to entities and individuals who are resident in an EU/EEA member state or a state that has concluded a tax treaty with the Netherlands that contains a dividend article, provided the Company submits a declaration confirming the satisfaction of applicable conditions by qualifying shareholders within one month following the taxable event. The Company would be deemed to have withheld the tax on the deemed distribution and have a statutory right to recover this

34

from the shareholders. Dutch resident shareholders qualifying for the exemption are entitled to a credit or refund, and non-Dutch resident shareholders qualifying for the exemption are entitled to a refund, subject to applicable statutory limitations, provided the tax has been actually recovered from them.

The DWT Exit Tax has been amended several times since its initial proposal and is under ongoing discussion. It is therefore not certain whether the DWT Exit Tax would be enacted and if so, in what form. If enacted in its present form, the DWT Exit Tax will have retroactive effect as from December 8, 2021.

3.D.4.7 The Company operates so as to be treated exclusively as a resident of the Netherlands for tax purposes, but other jurisdictions may also claim taxation rights over the Company, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects, and on the net cash proceeds received by the Company’s shareholders in respect of distributions by the Company.

The Company has established its organizational and management structure in such a manner that the Company should be regarded to have its residence for tax purposes exclusively in the Netherlands and to exclusively qualify as a Dutch tax resident for purposes of the Dutch Dividend Withholding Tax Act (the “DWTA”) and the Dutch Corporate Income Tax Act.

However, the determination of the Company’s residency for tax purposes depends primarily upon its place of effective management, which is largely a question of fact, based on all relevant circumstances. Therefore, no assurance can be given regarding the final determination of the Company’s tax residency by the relevant tax authorities. If the tax authorities of a jurisdiction other than the Netherlands take the position that the Company should be treated as a tax resident of exclusively that jurisdiction (including for purposes of a tax treaty), the Company may be liable to pay an exit tax for Dutch income tax purposes and may also become subject to income tax in such other jurisdiction. See “—6. If the Company ceases to be a resident in the Netherlands for the purposes of a tax treaty concluded by the Netherlands and in certain other events, the Company’s shareholders could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution of the entire market value of the Company less paid-up capital.” In addition, this assessment would result in the Company no longer being part of the Dutch fiscal unity headed by it, which may subsequently result in certain deconsolidation charges becoming due, and the loss or restriction of certain tax assets such as carry-forward tax losses.

If the Company is regarded to also have its residence for tax purposes in any other jurisdiction(s) than the Netherlands, the shareholders could become subject to dividend withholding tax in such other jurisdiction(s), as well as in the Netherlands.

In each case, this could have a material adverse effect on our business, financial condition, results of operations, cash flows, and prospects, and on the net cash proceeds received by shareholders in respect of distributions by the Company. The impact of these risks differs depending on the jurisdictions and tax authorities involved and the Company’s and its shareholders’ ability to resolve double taxation issues, for instance through mutual agreement procedures and other dispute resolution mechanisms under an applicable tax treaty, the dispute resolution mechanism under Council Directive (EU) 2017/1852 of 10 October 2017 on tax dispute resolution mechanisms in the European Union (the “EU Arbitration Directive”) (in the case of an EU jurisdiction), or judicial review by the relevant national courts. These procedures require substantial time, costs, and efforts, and it is not certain that double taxation issues can be resolved in all circumstances.

3.D.4.8 If the Company is classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in the Company’s ordinary shares may be subject to adverse U.S. federal income tax consequences.

A non-U.S. corporation will be classified as a passive foreign investment company (“PFIC”) for any taxable year if, either: (i) 75.0% or more of its gross income for the taxable year consists of “passive income” for the purposes of the PFIC rules (including dividends, interest, and other investment income, with certain exceptions) or (ii) at least 50.0% of the value of its assets for the taxable year (determined based upon a quarterly average) is attributable to assets that produce or are held for the production of “passive income.” The PFIC rules also contain a look-through rule whereby the Company will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25.0% or more (by value) of the stock.

35

Whether the Company is treated as a PFIC is a factual determination to be made annually after the close of each taxable year and thus may be subject to change. The Company’s PFIC status for each taxable year will depend on facts including the composition of the Company’s assets and income, as well as the value of the Company’s assets (which may fluctuate with the Company’s market capitalization) at such time. Based on the nature of the Company’s business, the ownership, and the composition of the income, assets, and operations of the Company, although not free from doubt, the Company believes it was not a PFIC for the taxable year ending December 31, 2023.

The determination of the Company’s PFIC status is complex and subject to ambiguities. In addition, the Company’s PFIC status for the current and future taxable years depends, in large part, on the expected value of its goodwill, which could fluctuate significantly. Moreover, the U.S. Internal Revenue Service (“IRS”) or a court may disagree with the Company’s determinations, including the manner in which the Company determines the value of the Company’s assets and the percentage of the Company’s assets that are passive assets under the PFIC rules. Therefore, there can be no assurance that the Company will not be classified as a PFIC for the current taxable year or for any future taxable year. If the Company is treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—2. Material U.S. Federal Income Tax Consequences”) held ordinary shares, such U.S. Holder could be subject to adverse U.S. federal income tax consequences. See “Item 10. Additional Information—E. Taxation—2. Material U.S. Federal Income Tax Consequences” for further discussion on this matter.

3.D.4.9 Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our future business and profitability.

We are a Dutch company and thus subject to Dutch corporate income tax as well as other applicable local taxes on our operations. Our subsidiaries are subject to the tax laws applicable in their respective jurisdictions of incorporation. New local laws and policy relating to taxes, whether in the Netherlands or in any of the jurisdictions in which our subsidiaries operate, may have an adverse effect on our future business and profitability. Further, existing applicable tax laws, tax rates, statutes, rules, regulations, treaties, administrative practices and principles, judicial decisions or ordinances could be interpreted, changed, modified or applied to us or our subsidiaries in a manner that could adversely affect our after-tax profitability and financial results, in each case, possibly with retroactive effect.

Additionally, there is also a high level of uncertainty in today’s tax environment stemming from both global initiatives put forth by the OECD, and unilateral measures being implemented by various countries due to a lack of consensus on these global initiatives. As an example, the OECD has put forth two proposals, Pillar One and Pillar Two, that revise the existing profit allocation and nexus rules (profit allocation based on location of sales versus physical presence) and ensure a minimal level of taxation, respectively (as of November 4, 2021, the OECD published that 137 countries have agreed on Pillar Two at a rate of 15.0%. The Dutch legislative proposal to transpose Pillar Two in the Dutch corporate tax system, titled “Minimum Tax Act 2024 (Pillar Two)”, entered into force on January 1, 2024. Further, unilateral measures, such as digital services tax and corresponding toll rates in response to such measures, are creating additional uncertainty. If these initiatives are implemented, they may negatively impact our financial condition, tax liability, and results of operations and could increase our administrative costs.

3.D.4.10 Our tax obligations may change or fluctuate, become significantly more complex, or become subject to greater risk of examination by taxing authorities, including as a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, any of which could adversely affect our after-tax profitability and financial results.

We currently operate in several jurisdictions in addition to the Netherlands and Spain, such as the United States, Canada, the United Kingdom and Poland, among others. In the event that our business expands to additional jurisdictions, our effective tax rates may fluctuate widely. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under the International Financial Reporting Standards (“IFRS”), changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to:

(i)

changes in tax laws or the regulatory environment;

36

(ii)

changes in accounting and tax standards or practices;

(iii)

changes in the composition of operating income by tax jurisdiction; and

(iv)

pre-tax operating results of our business.

Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

3.D.5 Risks Related to Our Ordinary Shares

3.D.5.1The payment of future dividends will depend on our financial condition and results of operations, which could negatively impact the market price of our ordinary shares.

The Company is a European public limited liability company (Societas Europaea) organized under the laws of the Netherlands. Under Dutch law, distribution of dividends may take place only after the adoption of the Company’s annual accounts referred to in article 2:391 2 of the Dutch Civil Code (Burgerlijk Wetboek) (the “BW”) by the general meeting of the Company (the “General Meeting”), showing that the distribution is allowed. Furthermore, the distribution by the Company of interim dividends and the distribution of dividends in the form of ordinary shares are subject to the prior approval of our board of directors (the “Board”).

A distribution to shareholders by the Company will be allowed under the terms of articles 2:391 BW insofar as the Company’s equity exceeds the sum of the paid-up and called-up share capital, increased by the reserves required to be maintained by either Dutch law or the Articles of Association. Once the annual accounts are available, the Board will determine whether the Company is able to, or should, make distributions in accordance with Dutch law. As a holding company with no direct cash generating operations, the Company depends on its operating Group Companies to generate the funds necessary to meet its financial obligations, as well as the payment of dividends.

The declaration and payment of any dividend distribution will be subject to the discretion of the Board, which will determine whether the Company should make distributions. Future dividends or distributions, if any, and their timing and amount, may be affected by, among other factors, the Board or senior management team’s views on potential future capital requirements for strategic transactions, earnings levels, contractual restrictions, the cash position and overall financial condition, debt related payments and commitments we may incur, including restrictive covenants which may limit the ability to pay a dividend, changes in tax or corporate laws, the need to invest in our business operations and such other factors as the Board or senior management may deem relevant.

Dividend or other distribution payments may change from time to time, and we cannot provide assurance that we will declare dividends or other distributions in any particular amounts (including with regards to prior shareholder remuneration schemes that we could have put in place) or at all as the payment of any such dividends or other distributions will depend on our ability to generate profits available for distribution and cash flow.

3.D.5.2Rights of holders of shares may be limited, particularly outside the Netherlands and Spain, and as a result, shareholders may suffer dilution.

Pursuant to a resolution adopted by the general meeting of Ferrovial International SE, the General Meeting has delegated power to the Board, for a period of 18 months following Merger completion, to limit or exclude pre-emptive rights for issuances of ordinary shares up to 10.0% of the Company’s issued share capital.

Furthermore, the securities laws of certain jurisdictions may restrict the ability of certain shareholders outside the Netherlands and Spain to participate in future equity offerings, who may therefore suffer dilution. In particular, shareholders in the United States may not be entitled to exercise pre-emptive rights or participate in a rights offer, unless either the shares and any other securities that are offered and sold are registered under the U.S. Securities Act of 1933 (the “Securities Act”), or are offered pursuant to an exemption from, or in a

37

transaction not subject to, the registration requirements of the Securities Act. We cannot assure prospective investors that any registration statement would be filed as to enable the exercise of such shareholders’ pre-emptive rights or participation in a rights offer, or that any exemption from such securities law requirements would be available to enable shareholders in the United States or other jurisdictions to exercise their pre-emption rights or, if available, that we would use any such exemption. If the Company increases its share capital in the future, shareholders who are not able to exercise a potential pre-emptive right (in accordance with the laws applicable to them) should take into account that their interest in the Company’s share capital may be diluted as a result, possibly without such dilution being offset by any compensation received in exchange for subscription rights.

In addition, the Company has in the past and may in the future offer, from time to time, a share dividend election to its shareholders, subject to applicable corporate and securities laws and regulations. However, the Company may not, or may not be able to, permit shareholders and other prospective investors with registered addresses, or who are resident or located in, or who are organized under the laws of, certain restricted jurisdictions, to exercise this election subject to certain exceptions. Accordingly, shareholders and other prospective investors in these restricted jurisdictions may be unable to receive dividends in the form of ordinary shares rather than cash and may as a result suffer dilution.

3.D.5.3 The multiple listings of our ordinary shares in different jurisdictions may adversely affect the liquidity and price of the Shares.

Our ordinary shares are admitted to listing and trading on Euronext Amsterdam and the Spanish Stock Exchanges. We also anticipate that our ordinary shares to be listed on Nasdaq if the relevant regulatory authorities approve our registration statement and listing application. Our ordinary shares on these markets will trade in different currencies (U.S. dollars on Nasdaq and EUR on Euronext Amsterdam and the Spanish Stock Exchanges) and take place at different times (as a result of different time zones, different trading days and different public holidays in the United States, Spain and the Netherlands).

Multiple listings may adversely affect liquidity and trading prices for the shares on one or more of the exchanges due to the abovementioned factors or other circumstances, which may be beyond our control. For example, the multiple listings may increase share price volatility as trading will be split between the three markets, resulting in less liquidity on the various exchanges. Different liquidity levels, trading volumes, market conditions and regulatory conditions (including the imposition of capital controls) on the various exchanges may result in different prevailing prices and any decrease in the price of the Shares on one exchange could cause a decrease in the trading price of the shares on another exchange.

Investors could seek to sell or buy the shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the prices and the volumes of the shares available for trading on the exchanges. In addition, investors may not be able to sell or buy the shares on an exchange in case of a technological malfunction or other failure, which may further increase the risk of arbitrage activities and create unexpected volatility in the trading price of our ordinary shares.

3.D.5.4 Future issuances of additional ordinary shares or debt or equity securities convertible into our ordinary shares may adversely affect the market price of our ordinary shares and dilute investors’ shareholdings.

The rights of our shareholders are governed by Dutch law, the Articles of Association and other internal rules. In the event of an increase in our share capital, holders of our ordinary shares are generally entitled to full pre-emptive rights unless these rights are limited or excluded either by virtue of Dutch Law, a resolution of the General Meeting pursuant to a proposal of the Board, or by a resolution of the Board (if the Board has been designated by the General Meeting or the Articles of Association for this purpose). The Board has been authorized, for a period of eighteen months following June 16, 2023 (the Merger completion), to issue ordinary shares or grant rights to subscribe for our ordinary shares and to limit or exclude the pre-emptive rights. Pursuant to this designation, the Board may resolve to issue shares or grant rights to subscribe for shares up to a maximum of 10.0% of the number of shares issued as of the date of Admission and to limit or exclude pre-emptive rights in relation thereto.

38

As of December 31, 2023, we had 740,688,365 ordinary shares issued, of which 735,929,055 ordinary shares were outstanding and 4,759,310 ordinary shares were held by the Company as treasury shares (740,688,365 ordinary shares issued, of which 726,309,008 ordinary shares were outstanding and 14,379,357 ordinary shares were held by the Company as treasury shares as of the date of this registration statement). In the future, we may seek to raise capital through public or private debt or equity financings by issuing additional shares, debt or equity securities convertible into shares or rights to acquire these securities, and exclude the pre-emptive rights pertaining to then outstanding shares. Moreover, we may seek to issue additional shares as consideration for, or otherwise in connection with, the acquisition of new businesses. Furthermore, we may issue new shares in the context of any new employment arrangement for employees. The issuance of any additional shares may dilute our then-existing shareholders’ interest in the Company if they do not have preferential subscription rights in connection with the issuance, if they do not exercise their pre-emptive rights or if such rights are totally or partially excluded. Moreover, any new securities that we may issue may have rights, preferences or privileges senior to those of our existing shareholders.

In addition, in the past, typically on a semi-annual basis in May and November of each year, we paid our dividends by way of an optional scrip dividend, allowing our shareholders to opt for payment of dividends in either cash or newly issued ordinary shares. Our most recent scrip dividend was paid out in November 2023. In the future, we expect to continue such periodic practice and anticipate paying our scrip dividend on a semi-annual basis in May and November of each year. Any ordinary shares that we issue, including under any scrip dividends, options plans or otherwise, could dilute the percentage ownership held by the investors who own our ordinary shares at that time.

3.D.5.5 There has been no prior public market in the United States for our ordinary shares, and an active trading market in the United States may not develop.

Prior to the anticipated listing of our ordinary shares on Nasdaq, our ordinary shares have traded on Euronext Amsterdam and the Spanish Stock Exchanges and there has been no public market in the United States for our ordinary shares. There can be no assurance that our application to list our ordinary shares on Nasdaq will be approved, or that an active trading market in the United States will develop or, if developed, that it will be sustained. The lack of an active market may impair shareholders’ ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable.

An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our ordinary shares as consideration. The lack of an active trading market may also reduce the fair value of the shares. When our ordinary shares commence trading on Nasdaq, we expect the initial listing price of our ordinary shares to likely be based on the current trading price of our ordinary shares on Euronext Amsterdam and the Spanish Stock Exchanges. However, we cannot predict the price at which our ordinary shares will trade and cannot guarantee that shareholders could sell their shares at any particular price. There is no assurance that an active and liquid trading market for our ordinary shares will develop or be sustained in the United States or maintained in Spain or the Netherlands.

3.D.5.6 The market price of our ordinary shares is subject to fluctuation, which could result in substantial losses for our investors.

The stock market, in general, and the market price of our ordinary shares, in particular, fluctuate. Therefore, changes in our share price may at times be unrelated to our operating performance. The market price of our ordinary shares on Euronext Amsterdam and the Spanish Stock Exchanges has fluctuated in the past, and we expect it will continue to do so. The market price of our ordinary shares may fluctuate due to a variety of factors, including, but not limited to:

•

any significant developments relating to our business, including potential toll rates increases in our main assets or any potential Schedule 22 payment, in the case of 407 ETR;

•

announced or completed acquisitions or divestments of businesses or assets, or other strategic transactions by us or our competitors, including the planned divestment of our stake in the Heathrow airport;

•

actual or anticipated changes or fluctuations in our and our competitors’ results of operations;

39

•

the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance;

•

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally, including announcements by us or our competitors of new or terminated contracts, commercial relationships or capital commitments;

•

rumors and market speculation involving us or other companies in our industry;

•

future sales or expected future sales of our ordinary shares;

•

investor and analyst perceptions of us and the industries in which we operate;

•

announcements regarding any potential losses in the construction business;

•

investor perceptions on environmental, social, and governance factors involving us or other companies in our industry;

•

price and volume fluctuations in the overall stock market from time to time;

•

changes in stock market valuations of other companies in the mobility and infrastructure sectors;

•

litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors;

•

regulatory developments, generally, and new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•

actual or anticipated changes in our management or our Board;

•

general economic conditions and slow or negative growth of our target markets; and

•

other events or factors, including those resulting from war, such as the current conflicts in Ukraine and the Middle East, incidents of terrorism or responses to these events.

Furthermore, the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performance of particular companies. These and other factors may cause the market price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of our ordinary shares.

In addition, in the past, when volatility has affected the market price of a company’s shares, holders of those shares have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The risks related to volatility and fluctuations in the stock market and our ordinary shares could therefore have a material adverse effect on our business and financial condition.

3.D.5.7We will incur additional costs as a result of our anticipated listing on Nasdaq, and our management will be required to devote substantial time to new compliance initiatives as well as to compliance with ongoing U.S., Dutch, and Spanish reporting requirements.

As a public company in the United States, we will incur significant additional accounting, legal and other expenses that we did not incur before the anticipated listing of our ordinary shares on Nasdaq, including costs associated with complying with the requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. The implementation and testing of new compliance processes and systems may require us to hire outside consultants and incur other significant costs. In addition, any future changes in the laws and regulations affecting public companies in the United States, the Netherlands or Spain, including Section 404 and other provisions of the Sarbanes-Oxley Act, the rules and regulations adopted by the SEC and Nasdaq, as well as the applicable Dutch and Spanish reporting requirements, for so long as they apply to us, could result in increased costs to us as we respond to such changes.

40

3.D.5.8We have identified certain material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, or if we are unable to develop and maintain an effective system of internal controls, we may not be able to produce timely and accurate financial statements or comply with applicable laws and regulations, which may adversely affect our business and the price of our securities.

Internal control over financial reporting (ICFR) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

In connection with the planned listing of our ordinary shares on Nasdaq, we started a process to determine whether our existing system of ICFR was compliant with Section 404 of the Sarbanes-Oxley Act (“SOX”). As a result of that process and in connection with the audits of our consolidated financial statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020, our management identified four material weaknesses in the design and operating effectiveness of our ICFR as our existing controls were not operating at the level required by the SOX. The material weaknesses related to: (i) lack of evidence of management review controls pertaining to control attributes, precision level applied and documentation of matter resolved and over the completeness and accuracy of reports used in the controls, (ii) lack of designed, implemented and operating effectiveness testing internal controls over information technology general controls impacting systems and applications used in significant processes, (iii) lack of control design to ensure appropriate segregation of duties is maintained in recording transactions, and (iv) lack of monitoring controls and lack of sufficient number of resources in the internal audit department to establish an effective structure of internal controls over financial reporting and perform timely oversight and evaluation of design and operating effectiveness.

In connection with the preparation and audit of the Audited Financial Statements., we continued to identify three of the four material weaknesses abovementioned in our ICFR with respect to the Internal Control Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As of December 31, 2023, the material weaknesses identified related to the following: (i) lack of evidence of management review controls pertaining to control attributes, precision level applied and documentation of matters resolved, and over the completeness and accuracy of reports used in the controls, (ii) lack of designed, implemented and operating effectiveness testing internal controls over information technology general controls impacting systems and applications used in significant processes, and (iii) lack of controls to ensure appropriate segregation of duties is maintained in recording transactions.

Since we began our Sarbanes-Oxley Act compliance program, the material weakness that related to the “lack of monitoring controls and lack of sufficient number of resources in the internal audit department” has been remediated after taking the following actions: the Internal Audit Department has been actively involved in the SOX compliance program, monitoring the adequacy of its scope in terms of both business process controls and IT applications/systems, as well as the design of such controls. In December 2023, the Internal Audit Department reported to the Audit and Control Committee their evaluation of the existing system of internal controls over financial reporting and the progress of the SOX program implementation. Furthermore, at December 31, 2023, the Internal Audit Department has obtained approval from the Audit and Controls Committee and the Board of Directors of their 2024 plan (the “2024 Audit Plan”), that includes evaluating the design of all business process and IT general controls in scope. In terms of resources, the Internal Audit Department has allocated additional funding and resourcing with extensive SOX expertise at December 31, 2023, and has devised a specific SOX training plan. The 2024 Audit Plan, approved in December 2023, gives greater weight to SOX related audits and considers four new hires and additional resources to outsource part of the testing.

To continue adapting our existing controls to the requirements of the Sarbanes-Oxley Act, the Company plans to continue the following remedial actions in its SOX compliance program with the support of the external advisor who assists with the design and implementation phases of the SOX program:

(i)

Identify the complete population of management review controls and improving preparation and retention of the documentation of the control performance by using standardized templates with all

41

the required control attributes, including the precision level applied, investigation and resolution of review matters, testing of system reports used in performing the controls.

(ii)

Following a readiness assessment of the information technology (IT) general controls of the main systems and applications supporting the preparation of our consolidated financial statements, the Company is working to evidence the effective design and operation of the implemented IT general controls surrounding those applications, as well as to implement such framework for all other IT service and business applications in scope. Remedial actions resulting from the readiness assessment are being carried out to improve SOX compliance.

(iii)

An action plan with four lines of work has been defined, including: tactical actions in the systems to improve access controls; definition of controls for new users in IT applications; definition of a new procedure to ensure segregation of duties is a requirement in any new system implementations; and actions at processes level ensuring adequate oversight of main control activities and identifying adequate access to those systems supporting the control performance.

Although we have made substantial progresses on remediating these material weaknesses, we have not yet completed our remediation efforts and we plan to have this completed in a reasonable period.

We are not currently required to make a formal assessment of the effectiveness of our internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act. Beginning with our second annual report on Form 20-F filed with the SEC, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm will be required to attest to the effectiveness of our internal controls over financial reporting.

At the time of issuing this report, we cannot assure that the measures that we are taking will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting or that they will fully prevent or avoid potential future material weaknesses.

If we are unable to remediate the material weaknesses we identified, or if we identify additional material weaknesses in the future or otherwise fail to implement any of the required changes to our internal control over financial reporting in a timely manner so to develop and maintain an effective system of internal controls, we may not be able to produce timely and accurate financial statements and investors may lose confidence in our operating results, the price of our ordinary shares could decline, our reputation may suffer and we may be subject to litigation or regulatory enforcement actions.

If we fail to maintain the adequacy of our internal controls over financial reporting, as these standards are modified, supplemented or amended, from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404, which, in turn, may adversely affect our reputation and business and the market price of our ordinary shares. Furthermore, as a result of the Sarbanes-Oxley Act compliance program, we may experience higher than anticipated operating expenses during and after the implementation of these changes.

3.D.5.9As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of applicable SEC and Nasdaq requirements, which may result in less protection than is afforded to investors under rules applicable to U.S. domestic issuers.

As a foreign private issuer, we will be permitted to follow certain home country corporate governance practices instead of those otherwise required by Nasdaq for U.S. domestic issuers. For instance, we may follow Dutch home country practices with respect to, among other things, composition and function of the committees of our Board, certain quorum requirements, and other general corporate governance matters. In addition, in certain instances, we may choose to follow our home country law, instead of Nasdaq rules applicable to U.S. domestic issuers that would require that we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control of our Company, certain transactions other than a public offering involving issuances of a 20.0% or more interest in our Company and certain acquisitions of the stock or assets of another company. Following our home country corporate governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq may provide less protection than is afforded to investors under Nasdaq rules applicable to U.S. domestic issuers.

42

In addition, as a foreign private issuer, we will be exempt from the rules and regulations under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) related to the furnishing and content of proxy statements and the requirements of Regulation Fair Disclosure (“Regulation FD”), and our directors, officers and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act.

3.D.5.10Investors may suffer adverse tax consequences in connection with owning and disposing of the Shares.

The tax consequences in connection with owning and disposing of the Shares may differ depending on a shareholder’s particular circumstances including, without limitation, where such shareholder is a tax resident. Such difference in tax consequences could, for example, relate to the taxation of distributions made to a shareholder for Spanish and Dutch dividend withholding tax purposes and the possibilities for a shareholder to obtain a credit, refund, or other type of relief in connection therewith. These differences could be materially adverse to shareholders and they should seek their own tax advice about the tax consequences in connection with owning and disposing of the Shares.

3.D.5.11If securities or industry analysts cease to publish research or publish inaccurate or unfavorable research about the Company’s business, the trading volume and price of the Shares could decline.

The trading market for the Shares depends in part on the research and reports that securities or industry analysts publish about it or its business. In addition, if one or more of the analysts covering the Company downgrade the Shares or publish inaccurate or unfavorable research about the Company’s business or industry, the price for the Shares could decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on the Company regularly, demand for the Shares could decrease, which could cause its price and trading volume to decline.

3.D.5.12If the Shares cease to be eligible for deposit and clearing within the facilities of DTC, then transactions in the Shares may be disrupted.

The facilities of the Depository Trust Company (“DTC”) are a widely used mechanism that allows for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. The Shares are eligible for deposit and clearing within the DTC system. Even though DTC has accepted the Shares for deposit and clearing within the DTC system, it generally has discretion to cease to act as a depository and clearing agency for the Shares. If DTC determined at any time that the Shares were not eligible for continued deposit and clearance within its facilities, then the Shares would not be eligible for continued listing on a U.S. securities exchange and trading in the Shares would be disrupted. While we would pursue alternative arrangements to preserve our listings and maintain trading, any such disruption could have a material adverse effect on the trading price of the Shares.

ITEM 4.   INFORMATION ON THE COMPANY

4.A.   History and Development of the Company

Our principal executive office is located at Gustav Mahlerplein 61-63, Symphony Towers, 14th floor, 1082 MS Amsterdam, The Netherlands. The telephone number of our office is +31 20798 37 00.

We also maintain a website at www.ferrovial.com. The information contained on our website or available through our website is not incorporated by reference into, and should not be considered a part of, this registration statement on Form 20-F, and the reference to our website in this registration statement on Form 20-F is an inactive textual reference only.

4.A.1. History of the Company

In 1952, we were founded as a Spanish railway infrastructure company and experienced rapid growth during our early years. By the beginning of the 1960s, our workforce amounted to approximately 500 people, and we expanded our activities from railway construction to constructing waterworks, roads and buildings, and also

43

moved into the toll road concession business, which is now at the core of our operations. Towards the end of the 1970s, we decided to explore opportunities outside of Spain and were awarded our first international projects, which were concentrated in Libya, Mexico, Brazil, and Paraguay.

In the 1980s, we also broadened our portfolio when we acquired Cadagua, a company specialized in the design, construction, and operation of drinking water and sewage treatment plants, which further diversified our operations. In the 1990s, we acquired Agroman (now Ferrovial Construction), positioning ourselves as a market leader in the Spanish construction sector. We also entered the North American market after we acquired an interest in the 407 ETR, a Canadian toll road. In 1999, we consolidated our position within the Spanish market when the Spanish Stock Exchanges admitted our company to listing and trading.

During the first decade of the 2000s, we continued to carry out our internationalization and diversification plans through important acquisitions, such as the Polish construction company Budimex and the airport operator British Airport Authority, currently known as Heathrow Airport Holdings (HAH).

In 2009, we completed a corporate reorganization. Cintra Concesiones de Infraestructuras de Transporte, S.A. absorbed our then parent company, Grupo Ferrovial, S.A., after which it became the new parent and changed its corporate name to Ferrovial, S.A. The goal of the merger was to combine our capabilities in all stages of infrastructure development and to facilitate efficient assignment of financial resources among our various activities, to avoid the duplication of costs resulting from the diversity of shareholders that existed before the reorganization.

Between 2009 and 2015, we continued to invest in our growth. We won a variety of highway construction and concession projects’ awards in the North American markets, such as the NTE and the LBJ toll roads in Texas and the I-77 toll road in North Carolina, along with selected projects in other countries, including the U.K. and Australia. Since 2015, our international opportunities significantly expanded. We won numerous important project awards in the United States, including the construction and concession of new segments of the NTE toll road in Texas and the I-66 toll road in Virginia.

In 2019, we completed the implementation of another reorganization of our corporate structure. This corporate reorganization was aimed at splitting our national and international activities to benefit from the cross-capabilities of the different businesses in each country and with respect to each client.

In 2020, we launched our Horizon 24 Strategic Plan, which seeks to develop and operate innovative, efficient, and sustainable infrastructure that generates value for our stakeholders. In line with its goal, the plan defines four strategic priorities: people, sustainable growth, operational excellence, and innovation. Under the plan, our Business Divisions focus on developing projects in our core markets, the U.S., Canada, Spain, Poland, Chile, the U.K. and India, while identifying additional opportunities in Australia and selected opportunities across Latin America and other geographies.

In 2023, we completed the Merger. For further information, see “Introduction and Use of Certain Terms” and “—B. Business Overview—3. Group Overview—1. The Group and its Organizational Structure.”

4.A.2. Summary of Historical Investments and Divestments

The following summary provides an overview of our material transactions, including our related material investments and divestments since 2021. For an overview of our investments and divestments by segment during the period under review, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—7. Investments and divestments” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

We have also completed certain debt issuances since 2021, which are described under “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—8. Financing—2. Ex-infrastructure project borrowings.”

4.A.2.1. Divestment of Car Sharing Mobility Services, S.L. (Zity)

On December 20, 2023, we completed the sale of our 50.0% stake in our Energy Infrastructure and Mobility Division’s business Car Sharing Mobility Services, S.L. (Zity) to the Renault Group. The Renault Group, which held a 50.0% stake in the entity prior to the sale, has acquired full ownership following completion of the transaction.

44

4.A.2.2 Divestment of Azores toll road asset

On June 5, 2023, we agreed to sell our 89.2% stake in our Portuguese toll road concession Euroscut Azores to infrastructure funds Horizon Equity Partners and RiverRock for an initial price of EUR 42.6 million. At completion of the transaction, once the agreed conditions precedent had been satisfied, the sale price was adjusted with the ticking fees accrued as from the signing of the sale and purchase agreement. The final price amounted to EUR 43.4 million. The sale was completed, and the transactions funds were received, on December 28, 2023.

4.A.2.3I-77 toll road stake increase

On December 1, 2022, we acquired an additional 7.1% interest in the I-77 toll road from Aberdeen, which increased our stake to 72.2% for USD 109 million (EUR 104 million).

4.A.2.4 Divestment of Amey

On October 11, 2022, we agreed to sell Amey (the UK Services subsidiary) to One Equity Partners and Buckthorn Partners. We finalized the sale on December 30, 2022. The final net consideration amounted to GBP 264.6 million (EUR 301.3 million). This net consideration was in the form of cash of GBP 112.8 million (EUR 128.5 million, based on the respective closing date of the sale, and EUR 132 million at December 31, 2022 average exchange rate) and a vendor loan note of GBP 151.8 million (EUR 172.8 million). We issued the vendor loan note at sale completion, repayable over the next five years with an interest of 6% per annum, increasing to 8% per annum three years after issuance. The capital gain from this sale was EUR 58.3 million reflected in the 2022 financial year. On April 5, 2024, the vendor loan granted in relation to the Amey divestment was terminated. In accordance with the agreement reached with Buckthorn Partners in December 2023, we received GBP 149.0 million of loan principal, plus GBP 1.9 million interest accrued in 2024.

4.A.2.5 Dalaman International Airport (Turkey) acquisition

On February 17, 2022, we agreed to acquire a 60% stake in the company that manages the Dalaman airport concession from Turkish infrastructure company YDA Group. We completed the acquisition in July 2022. The total price for the stake in Dalaman airport was EUR 144 million, consisting of an initial payment of EUR 104 million paid in July 2022, two deferred payments of EUR 15.2 million each (paid in October 2022 and October 2023), and a final variable earn-out of EUR 9.9 million paid in December 2023.

4.A.2.6 Investment in New Terminal One (NTO) at JFK International Airport in New York

On February 10, 2022, CGI Phoenix Aggregator, Carlyle CGI AIV, L.P (“Carlyle”), and Ferrovial Airports Holding US Corp reached an exclusivity agreement to negotiate the transfer by Carlyle to us of a 96% stake in Mars NTO LLC, the company that indirectly holds 51% in JFK NTO LLC (“JFK NTO”), the entity appointed to design, build and operate the New Terminal One at JFK International Airport in New York (which includes the former Terminals 1, 2, and 3 of this airport and potential extensions).

In June 2022, we finalized the agreement to invest in the consortium. As a result, we currently hold a 49% indirect ownership interest in the project and are the consortium’s lead sponsor (i.e., the largest shareholder). Other shareholders in this project include Carlyle (indirect holdings of 2%), JLC (direct holdings of 30%), and Ullico (direct holdings of 19%). Completion of the transfer and financial close for the project occurred on June 10, 2022, when JFK NTO entered into (i) a concession agreement with the Port Authority of New York and New Jersey and (ii) certain financing and construction contracts necessary for the development of the project. An internal analysis of the shareholder agreements and related contracts determined that the project is subject to joint control because the voting rules and veto rights set out under these agreements result in key decisions requiring the support of other shareholders.

In connection with this transaction, we agreed with the Carlyle Group on the payment of earn-out consideration should Carlyle divest its outstanding 4% interest in Mars NTO LLC. This earn-out payment would be triggered either if Carlyle transfers its stake to a third party or to the Company and depends on the

45

value created by the project. An estimation of the earn-out payment was included in our valuation of the investment as presented in the Audited Financial Statements. Any future changes in the valuation of the earn-out may affect our results.

In accordance with the concession agreement and other related contracts, we expect construction of the NTO to proceed in phases and to complete the first phase (i.e., Phase A) in 2026, at which time the terminal would start operating. The concession agreement for the operation of the terminal will end in 2060 and its revenue streams will be (i) passengers’ fees charged to the airlines and (ii) commercial revenues.

In connection with the NTO concession agreement and other related contracts, the consortium’s shareholders made an equity commitment to JFK NTO in an amount equal to USD 2,330 million (USD 1,141.8 million of which represents our commitment) over a four-year term ending in 2026. In 2023, our affiliate contributed USD 231.5 million (EUR 214.0 million at the 2023 average exchange rate), compared to 2022, during which our affiliate contributed USD 62.3 million (EUR 59.2 million at the 2022 average exchange rate), increasing the amount already invested to USD 293.8 million (EUR 273.2 million, with each year’s contribution valued at its respective year’s average exchange rate) as of December 31, 2023. Our remaining investment commitments as of December 31, 2023, amounted to USD 848.0 million (EUR 768.2 million at the year-end 2023 exchange rate), which we are required to contribute by 2026. Aside from the equity commitments related to the NTO, the remaining source of funding for the project constitutes non-recourse bank financing of JFK NTO. In June 2022, JFK NTO entered into a loan agreement for a principal amount of USD 6,630 million with a bank syndicate. JFK NTO, as a matter of its ongoing business operations, monitors the refinancing market for its bank facility and may refinance any outstanding amounts thereunder when market conditions are deemed appropriate by the lessee. In December 2023, NTO JFK LLC issued USD 2.0 billion in municipal bonds to partially refinance the bank loan initially arranged for the NTO project. A portion of the bond issuance amounting to USD 800 million was insured by Assured Guaranty Municipal Corp.

4.A.2.7Divestment of Infrastructure Services business in Spain

On January 31, 2022, we completed the sale of our Spanish infrastructure services business to Portobello Capital for approximately EUR 175 million after price adjustment. The reported sale price did not include the earn-outs, which we may be entitled to after the closing of the transaction if certain requirements are fulfilled. These earn-outs are currently estimated at EUR 44.6 million. Part of these earn-outs, amounting to EUR 14.2 million, has already been collected in 2023 and 2022, together. The transaction, excluding earn-outs, did not have a relevant impact on our consolidated accounts, since the book value of the business was similar to the relevant purchase price.

Upon completion of the sale, we acquired a stake (currently 24.8%) of the share capital of the purchaser for EUR 17.5 million.

4.A.2.8IRB Infrastructure Developers acquisition

On December 29, 2021, we completed the acquisition of a 24.9% stake in Indian company IRB for EUR 369 million. IRB is listed on the Bombay Stock Exchange, and we believe it is a leading player in the Indian market, where it manages 26 toll road projects and more than 15,444 lane kilometers of toll roads, which is a measure of the aggregated length of each highway lane. This represents a share of approximately 20% of the “Golden Quadrilateral,” the road network that connects India’s main economic development hubs. IRB’s most significant asset is the Mumbai-Pune toll road, regarded as one of India’s most important highways.

As a result of this acquisition, one of our subsidiaries, Cintra INR Investments BV, became a significant minority shareholder of IRB with representation on the company’s board of directors. IRB’s majority shareholder, Virendra D. Mhaiskar, continues to manage the company after our acquisition of a significant minority stake.

4.A.2.9Environmental Services business in Spain and Portugal sale

On December 1, 2021, we completed the sale of our environmental services business in Spain and Portugal to PreZero International GmbH, a Schwarz Group company, for an equity value of EUR 1,032 million. The transaction generated a net capital gain of EUR 335 million.

46

4.A.2.10I-66 toll road stake increase

In September 2021, we agreed to acquire an additional 5.7% stake in the I-66 toll road, which increased our stake to 55.7%. The value of the transaction was EUR 162 million and involved an equity injection commitment of EUR 36 million. We completed the purchase on December 17, 2021. As a result, we hold the majority of voting rights of the concession company and can therefore direct its relevant activities.

The acquisition of control of the concession company also implied the recognition of a positive fair value adjustment before deferred taxes of EUR 1,117 million. The recognition of this adjustment was due to the requirement to value the previously acquired 50.0% stake at fair value following full consolidation of the entity, previously accounted for under the equity method. Therefore, the complete project net debt of EUR 1,511 million as of December 31, 2021 was also integrated into our consolidated balance sheet.

4.A.2.11Budimex’s real estate business sale

On February 22, 2021, Budimex, our construction subsidiary in Poland, agreed to sell its real estate business (Budimex Nieruchomości), classified as discontinued operations. The sale occurred at the agreed price of PLN 1,513 million (EUR 330 million, after transaction costs) in June 2021, yielding a capital gain pre-tax and minorities of EUR 131 million.

4.A.3 Current Investments

Throughout 2024, we plan to continue investing in current assets in our portfolio and analyze potential new opportunities that may add value to our business. Our key future investment commitments are in the Airports Business Division, and include the NTO at JFK, for an expected amount of USD 507 million (EUR 459 million) in 2024. On March 14, 2024, AGS reached an agreement with a pool of lenders to refinance its existing outstanding debt (GBP 757 million) under the debt facility, which necessitates a GBP 80 million equity injection (of which GBP 40 million corresponds to our contribution and has already been disbursed as of the date of this registration statement). For further details on the refinancing of AGS’ debt facility, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

During 2023, we also committed to equity investments in the Toll Roads Business Division (the I-66 toll road project and NTE 35W segment C toll road project). These investments were finalized by the end of 2023. We do not currently expect to make further investment commitments in these projects during 2024.

In addition, as of the date of this registration statement, we have completed additional transactions and will pursue investments in connection with said projects. For example, we secured a EUR 300 million contract with the regional government of Catalonia to extend line 8 of the Ferrocarrils de la Generalitat de Catalunya (FGC) commuter rail system in Barcelona, Spain (in which we hold a 27.5% stake). The construction under this project started in September 2023 and we expect it to be completed within five years. We also secured a EUR 446.6 million contract with the Spanish Ministry of Transportation, Mobility and Urban Agenda to cover the segment of line R2 of the Rodalies commuter rail system in the Montcada i Reixac area and to construct a new underground station in Barcelona, Spain in consortium with Comsa and FCC (in which we hold a 33.3% stake).

With respect to our Energy Infrastructure and Mobility Business Division, at the end of 2023, Ferrovial Power Infrastructure Chile SpA was declared the winner of a bidding process in connection with the works for the expansion plan of the Chilean electric grid, pending issuance of the award decree by the Ministry of Energy of Chile in accordance with the General Law on Electric Services (Ley General de Servicios Electricos). The project includes a new “2x154 kV Tinguiririca—Santa Cruz” transmission line with a length of 33 kilometers and five related expansion works. The expected total value of the project is USD 70.1 million, with an estimated investment of USD 31.3 million to be paid between 2024 and 2027. We expect USD 15.7 million of this estimated investment to be reimbursed at financial closing, which is currently contemplated by the end of 2027.

For further examples, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information —4. Recent Developments.”

47

Additionally, we have outstanding bids on a variety of projects in the United States, including the SR400 Managed Lanes in Atlanta, Georgia, for which we are pre-qualified, and India, which we are monitoring through IRB. In 2023, IRB was awarded four projects. To the extent those bids materialize into awards, we may pursue selected investments in connection with said projects.

4.B.   Business Overview

4.B.1 Overview

We were founded as a construction group focusing on railway infrastructure and later expanded our business into other activities including, among others, toll roads, airport management, and energy infrastructure. We have been active internationally for over 40 years and operate across seven core geographic markets comprising Spain, the United States, the United Kingdom, Canada, Poland, Chile and India with over 24,799 employees.

Over time, we have developed into one of the world’s leading infrastructure groups in terms of managed investment with operations in a range of sectors including development, construction, and operation of toll roads and airports. Since our inception, we have invested in diversifying our business and expanding internationally.

Our experience in, and portfolio of, infrastructure assets have enabled us to develop specialized knowledge in the field of urban congestion management that we believe differentiates us from our competitors. This differential knowledge in the realm of urban congestion is particularly advantageous in connection with Managed Lanes’ projects (i.e., the development of toll roads with dynamic pricing schemes, where users pay variable rates depending on congestion levels at any given time). We currently undertake our activities through the following four operating divisions, or lines of business, which also correspond to our reporting segments (the Business Divisions):

•

Toll Roads;

•

Airports;

•

Construction; and

•

Energy Infrastructure and Mobility.

We generally use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, and some minor subsidiaries.

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is part of the Construction Business Division, and the energy infrastructures business line, which is part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments” for a description of the partial reorganization.

Following the completion of the 2024 partial reorganization noted above, “other” will include the mobility business line and the remaining services businesses, such as the Chilean mining services and the waste management plants in the United Kingdom. For further details, see “Item 8. Financial Information—​A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

4.B.2 Strategy and Objectives

In 2020, we approved a plan setting out the strategy for the 2020-2024 period (the Horizon 24 Strategic Plan) that places our primary focus on the promotion, construction, and management of sustainable infrastructure.

In connection with this strategy, we focus our activity in the main countries where we are active: the United States, Canada, the United Kingdom, Spain, Poland, Chile, and India. We also periodically monitor and

48

identify opportunities in Australia and selected countries in Latin America and other geographies. We also decided to integrate the United Nations’ Sustainable Development Goals into our business strategy.

The Horizon 24 Strategic Plan also establishes several financial targets related to profitability and cash flow generation. The targets were established at the end of 2019, shortly before COVID-19 started. Hence, from the beginning, they were severely impacted by the effects of the COVID-19 mobility restrictions on our key infrastructure assets, with special focus in 407 ETR toll road and Heathrow Airport. The accumulated dividends for the period from 2020 to 2023 have been EUR 2,067 million, and we do not expect to achieve the pre-established financial target by 2024 due to the impact of COVID-19 on our results in the 2020 to 2022 period. Furthermore, on November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. For further details on this potential divestment, see “Item 8. Financial Information—​A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

The Horizon 24 Strategic Plan also contemplates an expansion of our operations to activities that complement our existing businesses, such as:

•

The Toll Roads Business Division continues to focus on the development of our Managed Lanes’ projects in the United States, with the opening of the I-66 toll road in Virginia and the increase of our stake in the I-77 toll road in North Carolina.

•

The Airports Business Division continues to invest in expanding its portfolio, with the recent acquisition of stakes in the NTO at JFK in New York, United States, and the Dalaman airport in Dalaman, Turkey.

•

The Energy Infrastructure and Mobility Business Division continues to progress its ongoing projects in the U.K., Spain and Chile and is exploring new opportunities in those countries as well as in the U.S. and Poland.

•

The Construction Business Division continues to seek and execute complex projects, such as the Ontario Line subway in Toronto, Canada.

The conclusion of the Services Business Division’s divestment after the sale of Amey in the United Kingdom and our infrastructure services business in Spain further supported our Business Divisions’ progress in line with the Horizon 24 Strategic Plan’s priorities. For further discussion on the conclusion of the Services Business Division’s divestment process, see “—3. Group Overview—3. Our Business Divisions—5. Discontinued Operations (Services).”

Under the Horizon 24 Strategic Plan, we also implemented a new operating model designed to improve transparency, strengthen our ability to adapt to the new industry cycle, and enhance process rationalization, efficiency, and digitalization.

As of December 31, 2023, we completed our fourth year of the Horizon 24 Strategic Plan. Our strategic priorities for the year focused on: (i) people, (ii) sustainable growth across Business Divisions, (iii) operational excellence, and (iv) innovation.

People. We intend to promote the highest health and safety standards and implement innovative technologies to prevent accidents for users and employees. We also contribute to employee wellbeing and promote healthy habits through the Hábitos Saludables de Vida (“HASAVI”) program, our global health and wellbeing project focused on the physical, mental, social and financial health of our employees.

Sustainable growth across Business Divisions. We intend to develop and operate sustainable infrastructures with high concession value.

•

The Toll Roads Business Division intends to continue developing greenfield projects such as the Managed Lanes’ project in North America, supporting the growth of its IRB partner in India, and leveraging digitalization to improve user experience and road safety.

•

The Airports Business Division intends to continue managing the assets in its portfolio while the airline industry recovers to pre-pandemic levels, focusing on completing the construction and commissioning of NTO.

49

•

The Energy Infrastructure and Mobility Business Division intends to continue developing transmission lines, promoting and rotating renewable energy assets in our main markets.

•

The Construction Business Division intends to continue to support the business, creating value from construction delivery with excellent capabilities in large design and building of complex greenfield projects, while maintaining its relationships with core third parties to optimize this support.

Operational excellence. We intend to continue to improve efficiency, reinforce our risk management strategies, strengthen our financial discipline and keep sustainability at the core of our operations. For example, we strive to mitigate any project-related environmental impacts to the extent possible by introducing eco-design procedures and optimizing the efficiency of construction processes, including the use of energy and raw materials, as well as by minimizing waste generation. We also intend to use our transport infrastructure capabilities to help improve living conditions and communities by enhancing safety, improving user experience, and reducing travel times. From the financial point of view, we intend to continue to strengthen our capital structure and rotate non-strategic assets and businesses to realize value and finance our future growth.

Innovation. We intend to support the transformation and digitalization of the Business Divisions with initiatives such as Nextpass (Cintra’s digital business subsidiary, whose mission is to lead technology innovations that power the future of mobility and infrastructure) and Connected Sites (the use of artificial intelligence and other technologies to optimize progress monitoring, resource and machinery oversight, documentation and approval flows in connection with construction sites) and to promote a culture of innovation and entrepreneurship.

On February 1, 2024, as part of our Capital Markets Day, we reaffirmed the main focus and priorities of the Horizon 24 Strategic Plan. In terms of outlook, we focus on two financial targets related to our cash flow generation between 2024 and 2026:

•

we aim for our dividend collection from infrastructure projects to reach EUR 2.2 billion (excluding any potential Heathrow contributions) and

•

we aim to distribute EUR 1.7 billion in dividends to our shareholders during such period.

4.B.2.1 Horizon 24 Strategic Plan by Business Line

Toll Roads

As it pertains to the Toll Roads Business Division, the Horizon 24 Strategic Plan prioritizes the development of our complex assets’ business in the United States and the selective study of opportunities in new geographies. Cintra, our main Toll Roads’ subsidiary, drives our growth through the management and development of the Managed Lanes’ business. An example of our progress in this field is our acquisition of a controlling share of the I-66 Managed Lanes project, following the purchase of an additional 5.7% stake in the project in September 2021, which closed in December 2021.

In addition to the United States, which is a core market for capital allocation, we consider opportunities in the markets in which we are already active, including countries such as Canada, Spain, the United Kingdom, India, Chile as well as selected opportunities in other geographies.

Construction

As it pertains to the Construction Business Division, the Horizon 24 Strategic Plan prioritizes the development of the concession business. Ferrovial Construction, our main Construction subsidiary, targets improvements on our key operational processes of design, procurement, and supervision. Some financial objectives for this Business Division are: 25% of revenue (including managed capital expenditures, such as NTO) origination from projects developed by other Business Divisions, which may vary year to year depending on the phasing of each construction project, and a 3.5% Adjusted EBIT Margin average long-term target.

Airports

As it pertains to the Airports Business Division, the Horizon 24 Strategic Plan prioritizes the improvement of our competitive position. Ferrovial Airports, our main Airports subsidiary, concentrates on leveraging our

50

operational expertise in the airports business and dynamically managing our portfolio, which includes AGS, Heathrow, the Dalaman airport, and the NTO project at JFK airport.

Energy Infrastructure and Mobility

As it pertains to the Energy Infrastructure and Mobility Business Division, which portfolio will be divided between the Energy Business Division and “other” in 2024, the Horizon 24 Strategic Plan prioritizes the exploration of new opportunities to invest in and operate sustainable infrastructures, such as renewable energies and other net-zero technology solutions. The plan also contemplates a greater commitment to electrification that builds on our current electrification portfolio, which includes Transchile and Centella.

We aim for our energy infrastructure and mobility projects to make us a preferred industrial partner able to add value in the development, financing, construction, operation, and rotation of assets. Our goal is to make energy infrastructure activities an active part of our ESG strategy, which promotes the fight against climate change and decarbonization.

4.B.2.2 Sustainability Strategy 2030

The Sustainability Strategy 2030 has been updated during 2023 to integrate new ESG metrics that align with expectations from our stakeholders, including:

•

Clearer and simplified reporting of sustainability results to shareholders.

•

Increased attention to projects supported by “green investment” funds from public entities, such as IRA, NextGen, or REPowerEU.

•

Adoption of new regulation on non-financial disclosure and monitoring of latest regulatory developments pertaining to ESG, such as the EU Taxonomy Regime, CSRD, and climate disclosure rules and guidance.

This strategy is part of the Horizon 24 Strategic Plan, having a specific focus on decarbonization as one of the main challenges we have to resolve in the years to come. Sustainable mobility and energy transition are at the core of the solutions we are implementing to reduce our carbon footprint and to achieve the targets we have set for 2025, 2030, and 2050 (i.e., 100% of electricity consumption from renewable sources by 2025, 33% reduction of fleet emissions by 2030, and carbon-neutrality by 2050).

Furthermore, we believe that long-term initiatives to decarbonize the mobility sector and accelerate energy transition may also benefit and result in synergies in other areas of our business model, for example: (i) the implementation of innovative solutions to integrate IT in transport infrastructures as a way to optimize traffic goes hand-in-hand with the further development of our urban congestion expertise, while offering the potential for reduced carbon emissions; similarly, (ii) the setup of infrastructures for the electrification of transportation and multi-modality solutions should lead to reduced congestion and pollution in cities; and (iii) comprehensive solutions for the development, construction, and management of energy infrastructures, electrification, and renewable energies, as well as energy management services, should provide further access to green energy.

4.B.2.3Key Milestones under the Horizon 24 Strategic Plan

Some of the key milestones we achieved since we implemented the Horizon 24 Strategic Plan are:

2021

•

We continued our Toll Roads Business Division’s growth with the acquisitions of a stake increase in the I-66 toll road in the United States and a 24.9% ownership interest in IRB in India.

•

We established our Energy Infrastructure and Mobility Business Division.

•

We renewed our collaboration agreement with the Massachusetts Institute of Technology (“MIT”) and entered into a five-year collaboration agreement with Ford, Hyundai, and others, to address challenges in connectivity, audio-visual policy, electrification, and data mobility under the MIT Mobility Initiative.

51

•

We completed the sale of our environmental services’ business in Spain and Portugal.

•

We completed the sale of the real estate business operations part of Budimex in Poland.

•

We won several awards, including the I-35 widening project in San Antonio, Texas and the first tunnelling contract of the Sydney Metro West project in Australia.

2022

•

We continued our Toll Roads Business Division’s focus on the Managed Lanes in the United States, with the opening of the I-66 toll road in Virginia and the increase of our stake in the I-77 toll road.

•

We continued our Airports Business Division’s investment and expansion plans with the investment in two news assets, the NTO at JFK in the United States and the Dalaman airport in Turkey.

•

Our Energy Infrastructure and Mobility Business Division continued to progress in the construction of its projects in Spain and Chile.

•

Our Construction Business Division continued the execution of complex projects, including Ontario’s subway Ontario Line in Canada.

•

We concluded the divestment of our Services Business Division with the sale of Amey in the United Kingdom and the infrastructure services business in Spain.

2023

•

We reduced our carbon footprint by 28.9% compared to 2022 (by 12.8% if not accounting for the Amey divestment during 2023), as calculated by using the GHG Protocol (WRI&WBCSD), the most accepted calculation method internationally, which is also ISO 14064-1 compliant.

•

We completed the Merger resulting in our re-domiciliation from Spain to The Netherlands and gained admission to listing and trading of our ordinary shares in the Spanish Stock Exchanges and Euronext Amsterdam.

•

We announced the planned divestment of our stake in the Heathrow airport.

•

We repurchased our hybrid bond (nominal value of EUR 500 million) with a bondholder acceptance of 94.3%.

•

Our Toll Roads’ Business Division increased its managed investment in the U.S. with the opening of Segment 3C of NTE35W in June 2023.

•

We continued our mature asset rotation strategy, reaching an agreement to sell our 89.2% stake in the Azores concession to infrastructure funds Horizon and RiverRock.

4.B.2.4Outlook and Trend Information

Toll Roads

In 2024, we expect traffic to increase in most of our toll road assets, with the exception of NTE, in which we expect traffic to be impacted by the ongoing construction works to expand the toll road, which are starting earlier than anticipated due to the positive performance of the asset.

We expect our main toll roads infrastructure assets to continue to distribute dividends in line with their performance. During the year ended December 31, 2023, we received EUR 704 million in dividends from our operating toll road subsidiaries (of which EUR 281 million correspond to 407 ETR, EUR 251 million to NTE 35W, EUR 109 million to NTE, EUR 37 million to LBJ and EUR 1 million to IRB), compared to EUR 388 million in the year ended December 31, 2022, an increase of EUR 316 million.

To further increase our revenues and profitability in the Toll Roads Business Division, Cintra is expected to focus its efforts on optimizing the Business Division’s revenues and costs under the terms permitted by concession contracts. Cintra is also expected to continue working on exploring new pipeline opportunities to grow the business, focusing primarily on complex greenfield projects.

52

Our expected project evolution by geography as follows:

•

Canada: In 2023, traffic in 407 ETR showed a consistent month-to-month recovery due to an increase in mobility and rush-hour commuting following the implementation of return-to-office policies in the workplace. The outlook for 2024 is positive, with expected revenue growth driven by higher traffic volumes and higher toll rates. The 407 ETR expects to continue to focus on optimization and cost control measures, without abandoning the development of its strategy of generating user value. The toll road plans to maintain its investment in its data analytics department to better understand user behavior and personalize its value propositions, as well as improve its customer management systems, which could enable it to offer more personalized attention to users through individualized offers.

•

United States: Traffic in the Managed Lanes projects recorded a positive performance in 2023, with all assets exceeding traffic levels as compared to 2022. We believe this evolution demonstrates the economic strength of the regions in which we operate. The levels of inflation during 2023 resulted in an increase in revenues from the Texas Managed Lanes in Dallas Fort Worth where, as a result of inflation, the price caps increased in 2023 and we expect will further increase in 2024. We expect that the opening of segment 3C of NTE35W in June 2023 will result in increasing revenues in 2024. During 2024, due to the success of the NTE project, additional toll road expansion works and capacity improvements under the agreement with Texas Department of Transportation are planned to be brought forward, with an expected completion in 2027.

•

India: IRB currently manages 26 projects and more than 15,000 lane kilometers in India. In 2023, IRB was awarded four new projects, including a “build-operate-transfer” project in the state of Gujarat and the Hyderabad Outer Ring Road in the state of Telengana.

•

Australia: We expect that Cintra will continue to manage the Toowoomba toll road and the Western Roads Upgrade (“OSARs”) project.

•

Other markets: We expect that Cintra will continue to manage the assets already in operation, including the D4R7 toll road in Slovakia. It will also complete the opening to traffic of several sections of the Ruta del Cacao in Colombia and is expected to continue with the execution of the construction of Silvertown Tunnel in the United Kingdom.

We also plan to continue our bidding activity in our target regions (most notably, North America, Europe, Australia, and Chile), focusing on acquiring interests in complex greenfield projects. For example, we pre-qualified in the SR400 Managed Lanes process in Atlanta, Georgia, United States and are analyzing other potential opportunities in the U.S., such as Highway 495 in Virginia and I-77 South in North Carolina, among others. We are also considering potential opportunities such as a road infrastructure project in the Czech Republic.

We also expect to continue pursuing toll-road technology innovation initiatives. For example, in November 2022, we launched NextPass, a mobile application for iPhone and Android that allows payment on any toll road, bridge, tunnel, or express lane across 18 states.

Although our outlook as it pertains to the Toll Roads Business Division is positive, we believe that there is a risk of traffic growth not materializing due to uncertainty in the evolution of work-from-home trends and a reversal of economic growth trends in the areas where we currently operate. If materialized, this risk could have an adverse impact on both results and dividends distributed by our Toll Roads’ projects.

Airports

In 2023, traffic in all airports increased to figures close to those of 2019, and even surpassed pre-pandemic traffic figures in the case of the Dalaman airport. In 2023, Heathrow received 79.2 million passengers, a 28.6% increase compared to the same period in the previous year and only 2.1% below pre-pandemic, 2019 traffic levels. Meanwhile, AGS’ growth was slower, as it received 10.4 million passengers, a 13.5% increase compared to the same period in the previous year, but 23.4% below comparable 2019 traffic levels. Dalaman airport showed a steady increase in number of passengers, with 5.2 million passengers in 2023, a 15.5% increase compared to the same period in the previous year and a 6.8% increase compared to 2019. Finally, construction at NTO at JFK continues to progress on schedule.

53

Some of the airports we operate are subject to economic regulation and regulatory review. For example, the United Kingdom’s CAA is in charge of Heathrow’s periodic regulatory review that includes, among others, price caps on certain charges. 2022 was the starting point of the latest regulatory period (the H7 Regulatory Period), which encompasses years 2022 to 2026. In June 2022, the CAA published its final proposals for the period and proposed an average rate of GBP 24.14 (an increase as compared to the 2020 CPI levels) for the entire period, which was appealed and partly upheld. For a further discussion on the outcome of the CAA appeal, please refer to “Item 3. Key Information—D. Risk Factors—1. Risks Related to Our Business and Structure—22. Risks relating to the Airports Business Division—2. Heathrow is subject to economic regulation by the CAA, which may be subject to adverse change and may as a result have a material adverse effect on our operations at Heathrow, which could have a material adverse effect on our business, financial condition, and results of operations.”

We plan to grow our airport investment portfolio globally with a specific focus on North America and Europe. We expect that Ferrovial Airports will continue to rely on its in-depth knowledge of the sector and consistent track record with partners and stakeholders to manage our Airports Business Division projects and seek new investment opportunities. We expect to prioritize investment opportunities in high-growth leisure and business markets and, in particular, airports in which our unique capital expenditure expertise and stakeholder relationships can add value in light of the market’s growth potential. As part of our plan to grow our airport investment portfolio, we intend to consider participation in select open-bid opportunities, while prioritizing bilaterally negotiated projects in which our partnership approach may provide origination advantages.

Our expected evolution by project is the following:

•

Heathrow: In 2024, we expect our outlook to remain consistent with the forecasts published in Heathrow’s latest investor report, released in December 2023, and which includes planned investments in Next Generation security, asset management and compliance with a focus on the continuation of the refurbishment of the cargo and main tunnel. On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. The transaction is expected to close in 2024. For further details on this potential divestment, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

•

AGS: In 2024, we plan to continue to work on rebuilding route capacity, commercial optimization, investments in next generation security and continue to collaborate with AGS’ business partners to maintain business standards and minimize operational risks.

•

NTO at JFK: We plan to continue with the execution of Phase A construction and airline negotiations, among other activities, with a view to the terminal opening in 2026.

•

Dalaman airport: We expect to continue to manage the airport with our partner YDA Group and continue implementing improvement plans such as the projects for generation of renewable energy and improvement of sustainability.

Although our outlook as it pertains to the Airports Business Division is positive, there is a risk that passenger numbers could decrease by unexpected geopolitical events, or the macroeconomic situation may impact demand. If materialized, these risks could have an adverse impact on both results and dividends distributed by our Airports’ assets.

Our Airports Business Division projects distributed dividends of EUR 6 million in 2023 (EUR 10 million in 2022). In 2024 and beyond, total dividend payments will largely depend on the airports’ traffic recovery and business performance.

Construction

In 2024, we expect to maintain a stable level of sales with respect to 2023. Our record Order Book, following the award of several important projects in 2023 and a pipeline of projects in several of our core markets including the U.S., Poland and Spain that encompasses transportation infrastructure, water, electricity transmission and energy efficiency projects, supports this expectation. In 2024, we also aim to (i) prioritize profitability and (ii) maintain our current selective project bidding criteria with a focus on our core markets and selected opportunities across Latin America and other geographies, with a commitment to new and more

54

collaborative contracting models, such as the award of the Construction Management at Risk contract for the Pflugerville Water Treatment Plant in Texas, in which the price is established with basis on the final design agreed between the parties, rather than being fixed at the outset. We expect to maintain the 3.5% Adjusted EBIT profitability target set in the Horizon 24 Strategic Plan for the year 2024.

In 2023, the Construction Business Division revenues increased, reaching EUR 7,070 million, a 9.4% increase from 2022 (EUR 6,463 million). The Order Book also grew slightly to EUR 15,632 million from EUR 14,743 million, a 6.0% increase. Our Adjusted EBIT for the period reached EUR 77 million from EUR 63 million in 2022, a 22.2% increase largely due to Budimex’s performance in Poland and partially offset by the completion of several large projects in the U.S.

The outlook for 2024, by market, is as follows:

•

Spain: Despite our initial expectation of a potential negative impact to contracting as a result of potential adverse bidding decisions and investment delays following the political uncertainty generated by the Spanish general election, sales increased in 2023. This increase is expected to continue in 2024, mainly due to significant public railroad contracting and private contracting in the last two years. Beyond 2024, we expect the application of the European NextGen funds to maintain tendering momentum. We also expect this momentum to be further supported by public rail and healthcare initiatives, including price review formulas implemented by the administration, and private initiatives in industrial, logistics and technology, building and renewable energy projects.

•

North America: Despite our initial expectation of a drop in our sales volume, sales increased in 2023. In 2024, we expect continued public investment in transportation infrastructure by the states and provinces, with programs such as the new Texas road construction plan, 2024 Unified Transportation Program, the Moving Forward plan for large projects in Florida, and the Major Mobility Investment Program for P3/DBF contracts in Georgia, among others. Beyond 2024, we expect the pipeline of construction projects to remain high, supported by the U.S. Infrastructure Investment and Job Act, which increases funding availability for transportation infrastructure. We have PPP design build finance projects (PP3/DBF) in which we expect to partner with Ferrovial Construction as the builder. A stable level of sales is expected in 2024, due to both the increased execution pace of the Ontario Line of the Toronto Metro, which in 2023 had been slower than expected, and Webber’s favorable performance following the award of several major contracts in recent years, which we expect will offset the anticipated completion of several large projects in the U.S., such as the I-66 toll road in Virginia, the I-285/400 toll road in Georgia, and the High Speed Rail project in California.

•

Poland: In 2024, we expect to have stable sales and to maintain our current strategy, marked by greater selectivity in bidding, while prioritizing profitability. We expect public tendering’s prospects to remain positive due to the national road and rail investment plans and the support of the EU through funding allocation under its 2021-27 multiannual financial framework.

•

Other markets. We expect a moderate decrease in sales in Chile, mainly due to lower production in relevant projects, such as the Centella Pan de Azúcar power transmission line or the Rutas del Loa toll road, which is expected to be completed in 2024. In Colombia, we expect the current geotechnical force majeure occurrences in the region surrounding the Bucaramanga-Barrancabermeja-Yondo project to delay completion of one segment of the project (out of nine). In other geographies, including Australia and the United Kingdom, we expect to maintain a stable level of sales due to the execution of large projects awarded in previous years, such as the Coffs Harbour Bypass in New South Wales, Australia or the Silvertown Tunnel in London, England. We believe the future outlook for tenders continues to be positive and maintain a selective approach, with a focus on tunnels, railroads and energy, in Australia and the United Kingdom, and a focus on toll roads, water treatment and power transmission in Latin America.

Although our outlook as it pertains to the Construction Business Division is positive, there is a risk that our project award volume could decrease due to a corresponding decrease in the level of funds granted by public entities and the number of private sector projects due to the effects of a potential economic downturn. In addition, failure to meet contract and budget deadlines as a result of increased costs for materials, machinery, and labor could also have a negative effect on our business. If materialized, these risks could have an adverse impact on the sales volume and profitability of our Construction Business Division.

55

Energy Infrastructure and Mobility

We believe that the future of energy infrastructure and mobility depends largely on five rapidly evolving trends: (i) the need and willingness to have a greater degree of energy autonomy at the regional, national, and supranational levels; (ii) national, regional, and local regulation on economic incentives or disincentives to CO2 production, use of public spaces, regulation of planning, and rights to energy assets, among other matters; (iii) social changes driven by growing awareness of climate change and the trend towards more personalized or customized services; (iv) variations in asset costs due to technological advancement that have been altered by rising inflation, shortages of certain components, and logistical stresses; and (v) new products, services, and business models driven by technological and process innovation.

Despite uncertainty on the degree and pace at which these five points will evolve, we believe there is certainty with regards to the need for greater electrification and additional personal mobility options, especially in cities. In the year ended December 31, 2023, this Business Division’s results continued to grow, as shown by the 12.8% increase in revenues, to EUR 334 million, from EUR 296 million in the year ended December 31, 2022.

The project outlook by subsegment is the following:

•

Energy Infrastructures: In the field of renewable electricity generation and transmission, we expect to continue with the execution of greenfield projects in our main markets and seek further acquisitions to accelerate our growth.

•

Mobility: In 2023, mobility recovered to almost pre-COVID-19 levels. Following the sale of our stake in Zity in December 2023, we maintain minority stakes in Inspiration Mobility Holdings, LLC, and Maniv Mobility III LP.

•

Circular economy: We intend to maintain our relationship with our customers in the United Kingdom, increase plant utilization and the generation of recycles and renewable electricity.

•

Ancillary services: We provide services to large-scale copper mining in Chile and hold a 24.8% stake in Grupo Serveo, a Spanish company focused on providing facility management services to public and private clients. We expect to continue to respond effectively to customer needs, ensure reliability of our facilities and processes, and provide efficiency improvements to mitigate the adverse effects of high inflation.

Although our outlook as it pertains to the Energy Infrastructure and Mobility Business Division is positive, we believe that there is a risk of underperformance in the three waste management plants in the United Kingdom, which operate energy from waste assets. Specifically on the Isle of Wight contract, at the moment in the commissioning phase, which is currently delayed, and the Milton Keynes and North Yorkshire (AWRP) contracts where in past years we have seen lower availability than expected, although it significantly improved in the second half of 2023. This risk could have an adverse impact on the results of our Energy Infrastructure and Mobility Business Division.

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is part of the Construction Business Division, and the energy infrastructures business line, which is part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments” for a description of the partial reorganization.

56

4.B.3 Group Overview

4.B.3.1 The Group and its Organizational Structure

The table below provides a summary of the main events affecting the organizational structure of the Group:

Date	Event	Description
2009	Reverse merger	In 2009, Grupo Ferrovial, S.A. underwent a merger with Cintra Concesiones, a subsidiary listed on the Spanish Stock Exchange. The merger was structured as a “reverse” merger (fusión inversa) where the subsidiary, Cintra Concesiones, increased its capital to absorb the parent, Grupo Ferrovial, S.A. Following the merger, Cintra Concesiones remained listed on the Spanish Stock Exchanges and became the parent of the Group, at that moment comprising Ferrovial and its subsidiaries, and changed its corporate name to Ferrovial, S.A. As a consequence of this merger, the minority shareholders of Cintra Concesiones became shareholders of Ferrovial.
2019	Corporate reorganization	In 2019, the Group completed the implementation of a reorganization of its corporate structure. This corporate reorganization was aimed at splitting the Group’s national and international activities to benefit from the cross-capabilities of the different businesses in each country and with respect to each client. Through the reorganization, the Group’s non-Spanish businesses were consolidated into one subgroup of companies, headed by the Company.
2020	Corporate reorganization	In 2020, as a result of the approval and start of the implementation of the Horizon 24 Strategic Plan, the Group embarked on additional projects in mobility and electrification and transmission.
2023	The Merger	On June 16, 2023, we completed: (i) our re-domiciliation from Spain to the Netherlands through the Merger and (ii) the admission to listing and trading of our ordinary shares on Euronext Amsterdam. Our ordinary shares began trading on Euronext Amsterdam and the Spanish Stock Exchanges on June 16, 2023.

4.B.3.2Segments, Products, and Services

Our operations are segmented into the following Business Divisions: (i) the Toll Roads Business Division, (ii) the Airports Business Division, (iii) the Construction Business Division, and (iv) the Energy Infrastructure and Mobility Business Division.

We also had a Services Business Division, and after completing a strategic review we decided to classify it as “held for sale” in 2018. This decision was part of our strategy to focus on our infrastructure business. In the context of this strategic decision, we have divested certain parts of our business between 2019 and 2022.

We concluded the divestment of the Services Business Division in 2022, when we closed the sale of Amey to One Equity Partners and Buckthorn Partners for GBP 264.6 million (EUR 301.3 million). Certain assets that were previously included under the Services Business Division, such as the waste management plants of Amey in the U.K., were retained and reassigned to other Business Divisions. For further discussion on the conclusion of the Services Business Division’s divestment process, see “—3. Our Business Divisions—5. Discontinued Operations (Services).”

57

The table below sets out the entities that head each Business Division and the main activities of each Business Division.

Business Division	Group Companies	Description
Toll Roads	Cintra Infraestructuras España, S.L.U., Cintra Infrastructures SE, Cintra Global SE, Cintra Holding US Corp and subsidiaries.	Development, financing, and operation of toll road infrastructure.
Airports	Ferrovial Airports International, S.E., Ferrovial Airports Holding US Corp and subsidiaries.	Development, financing, and operation of airports and vertiports.
Construction	Ferrovial Construcción, S.A., Ferrovial Construction International S.E., Budimex, S.A., Ferrovial Construction US Corp., Webber, LLC and subsidiaries.	Development, financing, and operation of construction activities, including the design and construction of all types of public and private works and, most notably, the construction of public infrastructures.
Energy Infrastructure and Mobility	Ferrovial Infraestructuras Energéticas, S.A.U., Ferrovial 004, S.A., Ferrovial Transco International B.V., Ferrovial EG SE, Thalia Waste Treatment B.V. and subsidiaries.	Development of energy transmission and renewable energy infrastructure; also includes the Mobility business and the outstanding (non-divested) Services business activities.

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is currently part of the Construction Business Division, and the energy infrastructures business line, which is currently part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—​1. Business Developments” for a description of the partial reorganization.

4.B.3.3Our Business Divisions

4.B.3.3.1Toll Roads Business Division

Overview

Our activities in the Toll Roads Business Division include the development, financing, and operation of toll road projects. We conduct our operations in this Business Division through Cintra, one of our wholly owned subsidiaries.

Cintra offers a strong proposition in the industry, with over 50 years of experience, a broad management model, and in-depth knowledge of new technologies applied to pricing (such as advanced analytics) that aim to improve demand forecasting and fare optimization. Cintra also offers synergies with our Construction Business Division subsidiary, Ferrovial Construction, that result in high value creation potential. The partnership of Cintra and Ferrovial Construction supports the success of complex greenfield projects since Cintra, as licensee, and Ferrovial Construction, as construction affiliate, can align their risks and reduce the total cost of a project.

In 2023, our Toll Roads Business Division increased its dividends received, mainly due to increases in traffic and vehicle kilometers traveled in 407 ETR due to greater traffic following the gradual reduction of the COVID-19 restrictions by the province of Ontario and return-to-work workplace policies. All U.S. Managed Lanes showed similar improvement, although at varying levels. While NTE’s traffic surpassed pre-pandemic 2019 levels, LBJ traffic improved but continued to operate below 2019 levels, mainly due to surrounding construction. I-66 and I-77 also showed improved traffic as compared to 2022. As a result of this continuous improvement, our Toll Roads Business received dividends of EUR 704 million from its main toll roads’ assets in 2023 (of which EUR 251 million corresponded to NTE 35W’s first dividend distribution).

58

Value Creation

Cintra specializes in complex greenfield projects (new construction infrastructure projects) due to their high value creation potential.

The infrastructure sector depends often on complex projects with high risk exposure. Generally, risk levels increase in the beginning of a project, with their highest level at the tendering or bidding stage. After production starts, these risks are either updated or they no longer apply and the level of risk decreases as the project progresses. Therefore, we have a structured risk management process that focuses especially on the bidding stage of a project and which consists in evaluating and assuming adequate levels of project risk that allow us to optimize the available rates of return (“IRR”) and create value by decreasing the discount rates of future cash flows as project risks decrease, whether through traffic revenues or financial solutions over the life of the concession.

From the equity’s point of view, construction risks generally diminish once construction projects are completed and the project starts operations; although, the constructor remain liable for construction defects. For example, we opened the I-66 toll road’s Managed Lanes in two phases in September and November 2022 as the segments became ready to open to traffic. The opening of these sections helped to reduce the overall construction risks and therefore allowed us to create value by decreasing the discount rate of future cash flows for the I-66 toll road project. Similarly, a number of toll road sections were opened in Slovakia (DR47 toll road, of which we opened a segment of 59 kilometers in 2021 and all construction finalized in 2022); and Australia (OSARs, where all eight sections’ construction was completed in 2021). In June 2023, segment 3C of NTE35W commenced operations.

We also materialize value creation in the Toll Roads Business Division through the sale of mature projects, the proceeds of which are invested in new assets, where we believe there is a greater potential to generate value. Some examples of this reinvestment strategy include: the sale of a 15.0% stake in Autopista del Sol (“Ausol”) in Malaga, Spain in December 2022 for EUR 111 million to the infrastructure fund Meridiam pursuant to their exercise of a put option, which followed the previous sale of an additional 65.0% stake in 2019; the divestment of our stake in two Portuguese toll roads (49.0% of the Norte Litoral toll road and 48.0% of Vía do Infante (Algarve)) to the DIF Capital Partners infrastructure fund for which we received EUR 170 million in three instalments (EUR 100 million in 2020, EUR 47 million in July 2021, and EUR 23 million in August 2022); and the sale of our remaining 89.2% stake in the Azores highway to Horizon Equity Partners and RiverRock for EUR 42.6 million in June 2023. The total sale price for that sale was later increased to EUR 43.4 million following the fulfillment of the conditions precedent to the ticking fee provision in the purchase agreement. The sale was completed, and the transaction funds were received, on December 28, 2023.

As it pertains to the Managed Lanes’ projects, the main projects in the Toll Roads Business Division, value creation arises from toll rates being dynamic, allowing for modifications every few minutes according to the degree of congestion, always guaranteeing a minimum speed for drivers. With free-flow (barrier-free) toll systems, the Managed Lanes stand out for their long concession terms, their toll rate flexibility, and their optimized long-term financial structure. We believe these projects position Cintra as a leader in the private development of highly complex road transport infrastructures. Examples of Managed Lanes include the NTE 1-2, LBJ, NTE 35W, I-77, and I-66 toll roads.

Investments / Main Assets

Cintra has consistently invested in growing and diversifying its portfolio, with a strong focus on the North American markets. For example, in November 2022 Cintra acquired an additional 7.1% ownership interest in the I-77 toll road project in North Carolina, United States, increasing our total stake to 72.2%. In September 2021, Cintra acquired an additional 5.7% ownership interest in the I-66 toll road, increasing our total stake to 55.7%.

Cintra’s investments go beyond the North American market and extend to emerging markets with attractive prospects. In December 2021, Cintra identified an opportunity in the Indian toll road market and partnered with IRB. We completed the acquisition of a 24.9% stake in IRB through our subsidiary Cintra INR Investments BV.

59

We continue to pursue ways to increase the value of Cintra’s investment portfolio and optimize the financial structure of its assets. In December 2021, Cintra completed the issuance of USD 609 million (EUR 535.2 million) in senior secured notes in the LBJ concession in connection with the partial refinancing of one of its TIFIA loans, which extended the maturity of the debt (2057, as opposed to 2050 under TIFIA) and lowered the all-in borrowing cost (3.797% yield to maturity, as opposed to 4.22% coupon under TIFIA). On March 30, 2023, Cintra executed the financing transaction for NTE 35W’s 5-year bonds to be used for the 2023 and 2024 principal pre-payments of the TIFIA loan. Out of a total committed USD 221 million, in addition to USD 2.9 million drawn in March 31, 2023 to cover emission expenses, USD 103.7 million were drawn on June 26, 2023 for a partial prepayment of the TIFIA loan.

As of December 31, 2023, Cintra’s concession portfolio consisted of 21 concessions, comprising approximately 1,169 kilometers of motorway (not including IRB assets and parking concession Serranopark) and with a total managed investment of approximately EUR 21,906 million. Cintra’s portfolio of concessions is diversified geographically, with interests in toll road concessions located in Canada, the United States, Australia, Colombia, Spain, Slovakia, Ireland, India, and the United Kingdom.

Within the Toll Roads Business Division, we carried out a series of acquisitions and divestments from 2021 to 2023, as set forth under “—A. History and Development of the Company—2. Summary of Historical Investments and Divestments” above. As of the date of this registration statement, our main toll concession portfolio includes the following assets:

For the year ended December 31, 2023
Toll Road	Country	Ownership
Fully consolidated assets	​	​
NTE 1-2	U.S.	63.0%
LBJ	U.S.	54.6%
NTE 35W	U.S.	53.7%
I-77	U.S.	72.2%
I-66	U.S.	55.7%
Autema	Spain	76.3%
Aravia(1)	Spain	100.0%
Via Livre	Portugal	84.0%
Equity-accounted assets	​	​
407 ETR	Canada	43.2%
IRB	India	24.9%
M4	Ireland	20.0%
M3	Ireland	20.0%
A-66 Benavente Zamora	Spain	25.0%
Serrano Park	Spain	50.0%
EMESA(2) and Calle 30(3)	Spain	50.0% / 20.0%
Toowoomba	Australia	40.0%
OSARs	Australia	50.0%
Zero ByPass (Bratislava)	Slovakia	35.0%

(1)

Our interest is divided between Ferrovial Construcción, S.A. (55.0%); Cintra (30.0%); and Ferrovial, SE (15.0%).

(2)

Although EMESA is managed by Cintra, our interest in the company is held by Ferrovial Construcción, S.A..

(3)

EMESA holds 20.0% of Calle 30.

Other toll road concessions are included within the Toll Roads Business Division: Ruta del Cacao (Colombia), Silvertown tunnel (U.K.), M8-M73-M74 (U.K.), 407 East Extension (Phase 1 and 2) (Canada).

Inception

We began our toll road activities in 1968 with the AP-8 Bilbao—Behobia toll road concession in Spain. Since then, we have continued to develop and expand our toll roads business. On February 3, 1998, we incorporated

60

Cintra Concesiones, in which we hold a 100% stake, with the aim of consolidating and optimizing the infrastructure development business. In 1999, we won the 407 ETR toll road concession award in Canada, which became one of Cintra Concesiones’ first projects, together with the concession of two stretches of the Pan-American highway in Chile. We continued to develop our infrastructure business through Cintra Concesiones, which had its initial public offering in October 2004 following its entrance in the U.S. market through the establishment of its headquarters in Austin, Texas. In 2009, we merged with Cintra Concesiones (see “—C. Organizational Structure”). Since 2015 we also manage concessions in Australia, Colombia, Slovakia, and the United Kingdom. In 2021 we gained access to the Indian market through IRB.

Customers and Types of Contracts

We operate our toll roads business through concession agreements. Concession agreements are contracts under which a public sector entity reaches an understanding with a private company for such company to construct and operate certain infrastructures for a period of time in consideration for the right to collect tolls (or to be paid either shadow tolls by the grantor of the concession or availability payments if there is no demand risk). The private company returns the infrastructure to the public sector entity at the end of the concession period.

Toll road concession projects are long term, capital-intensive projects that can typically be divided into two distinct phases: the construction phase and the operation phase. The construction phase involves the design and construction of the toll road and typically spans between two to five years. This phase is characterized by large capital expenditures, during which we usually do not receive revenues except for those projects that include toll road sections already in operation.

The operation phase commences once the construction phase is completed. It involves operating and maintaining the toll road and tolling equipment associated with the concession, as well as collecting toll receipts and managing prices. In some cases, the operation phase may commence while certain parts of the toll road are still under construction, allowing us to collect tolls on the operational sections of the motorway, which reduces the risks inherent to these projects and leads to value creation. The operation phase is generally characterized by increasing levels of revenue as tolls are collected, lower levels of capital expenditure and incurring operating expenses and generally increasing cash flows. Revenues from toll road concessions with demand risk depend on the toll rates charged. Toll rates are typically set by the relevant governmental authority in the concession agreement. The rates that the concession can charge are typically agreed as part of the concession agreement with the relevant governmental authority.

The toll rates usually increase in line with inflation, except in certain cases, such as the 407 ETR, I-77, and I-66 toll roads, in which toll rates increases may exceed the rate of inflation. This is similar for the Managed Lanes in Dallas, Texas, United States (i.e., the NTE 1-2, LBJ, and NTE 35W), which have soft caps that are updated yearly based on annual changes to inflation. The revenues from toll rates also depend on the levels of traffic on the road, which can be affected by general economic conditions, weather, and other factors. Revenues from availability payment roads concessions (i.e., concessions with no demand risk) are pre-determined in the concession contract and usually linked to inflation.

Operating expenses during the operation phase are primarily driven by the length and age of the toll road, as well as of factors such as traffic volumes and weather conditions. In this regard, this Business Division is affected by seasonality in that there is lower traffic over the winter months, due to deteriorated visibility and driving conditions as a result of winter storms and other adverse weather events (as compared to the summer and spring months, which have a lower incidence of adverse weather events and a higher traffic volume).

Our financing expenses in toll roads depend primarily on interest rates. The industry is principally debt-financed, to the extent that long-term concession agreements generally provide a basis for non-recourse long term debt under project finance plans, leading to high financing expenses. As the concession matures once the construction phase has ended, a traffic growth pattern is expected, and its risk profile improves. This, in turn, typically creates more opportunities to refinance projects and thereby reduce financing costs, subject to market conditions and contractual regulations. These refinancings create value by further decreasing project risk.

Cintra has a young portfolio of toll roads with a weighted average remaining life of approximately 40 years. Cintra manages such a portfolio with the objective of maximizing its EBITDA by generating strong operating revenues possible while complying with contractual obligations. To this end, Cintra operates its toll roads

61

following a “premium operator” approach, which entails (i) using a hands-on approach with a common management strategy, (ii) building know-how on lessons learned across the portfolio, and (iii) continuously looking for new technologies and their potential benefits to the business.

Activities

The table below sets forth the traffic volume for each of our operating toll road concessions with traffic risk for the years ended December 31, 2023, 2022, and 2021.

Toll Road	Country	For the year ended December 31,
​	​	2023		2022		2021
Fully consolidated assets (in millions of transactions)
NTE 1-2	US	​	40	​	36	​	33
LBJ	US	​	43	​	40	​	37
NTE 35W	US	​	42	​	35	​	35
I-77	US	​	41	​	35	​	29
Equity-accounted assets (in millions of vehicle kilometers travelled)
407 ETR	Canada	​	2,535	​	2,213	​	1,696

A brief description of Cintra’s main concessions, by geographical area, is as follows:

Canada

The 407 ETR

The 407 ETR toll road concession in Canada, in which we hold a 43.2% interest, is the first all-electronic open access toll road in the world whereby tolls are incurred while vehicles are in motion by means of vehicle identification at entry and exit points either through transponders or video-based license plate imaging. By removing the need for toll barriers, this toll collection system enables free flow of traffic along the highway, allowing high traffic volumes without long queues. It covers 108 kilometers in an east-west direction, traversing Canada’s largest and most affluent urban center, the Greater Toronto Area.

In May 1999, the 407 ETR was privatized and Cintra (as part of the bidding consortium) won the concession award, which involved (i) the construction and completion of seven interchanges, (ii) the construction of the east (15 kilometers) and west (24 kilometers) extensions of the highway, both completed in 2001, and (iii) the financing, maintenance, and operation of the entire stretch of the 407 ETR for a period of 99 years (ending in 2098).

On October 5, 2010, we entered into an agreement with the Canada Pension Plan Investment Board for the sale of 10.0% of the share capital of the 407 ETR for approximately CAD 894.3 million (approximately EUR 640 million as of 2010). The share transfer took place on November 18, 2010, resulting in Cintra holding its current 43.2% interest in the 407 ETR.

As traffic grows, the 407 ETR keeps widening the number of lanes to preserve the user experience. Cintra, through its 407 ETR concession company, generally commences construction of these new lanes before it is contractually obliged to do so. Since we completed the extensions in 2001, we have added 315 kilometers of total new lanes, and the road’s capacity could still be increased by a further 12.0%. Although impacted by COVID-19, traffic levels on the 407 ETR have increased in most years since Cintra won the concession award in May 1999.

The 407 ETR has an innovative toll rates’ structure that allows us to raise prices freely without prior authorization from the Ontario Ministry of Transportation, provided that the traffic is maintained above a certain threshold. This system makes it possible for us to optimize revenues by adjusting toll fees to the time savings offered to drivers by the toll highway. The asset’s revenue compound annual growth rate for the 2009 to 2022 period is 6.9%. Certain 407 ETR annual traffic levels are measured against annual minimum traffic thresholds, which are prescribed by Schedule 22 to the concession agreement and escalate annually up to a specified lane capacity. On December 29, 2023, the concession company announced a new toll rates schedule

62

that increases the 407 ETR rates starting in February 2024. If annual traffic level measurements are below the corresponding traffic thresholds, 407 ETR will have to pay potentially significant amounts calculated under Schedule 22 to the province. The concession will be subject to Schedule 22 in 2025 and a potential first payment due in early 2026. See “Item 3. Key Information—D. Risk Factors—1. Risks Related to Our Business and Structure—21. Risks Relating to the Toll Roads Business Division—1. Reduced vehicle use on the toll roads operated by our toll roads concession companies may adversely impact our business, results of operations, and financial condition.”

The 407 East Extension (Phase 1 and 2)

The 407 East Extension (Phase 1), a project involving the eastern extension of highway 407, in which we hold a 50.0% interest, is our first project in North America under the availability payment scheme, with no traffic risk. This concession is 35 kilometers long and will be key to the economic development of the eastern part of the city of Toronto, where the knock-on effect of the highway extension has generated more than 13,000 new jobs and significant spin-off benefits for local businesses. We opened the 407 EDG toll road to traffic in June 2016.

The 407 East Extension (Phase 2) is an extension of the 407 East Extension (Phase 1) toll road also subject to the availability payment scheme. This concession is 32 kilometers long. We opened the concession to traffic in segments, with the first segment opening in 2018. The full opening took place in November 2019. Cintra holds a 50.0% stake in this concession.

United States

The Managed Lanes offer a solution to the problem of congestion in urban areas providing choices to users. Under the Managed Lanes system, toll rates charged are dynamic and may be changed every few minutes to manage traffic volume and ensure a minimum speed. Cintra has different projects under this model, including the NTE 1-2, LBJ, NTE 35W (including segment 3C), I-77, and I-66.

NTE 1-2

Cintra holds a 63.0% stake in the NTE concession, a 13.2 mile (21.4 kilometer) highway located in the Dallas‑Fort Worth area in north Texas. The NTE 1-2 is intended to improve mobility along a series of highways vital to the region, including IH-820 and SH 121/183. We fully opened the project to the public in October 2014. The concession agreement ends in 2061.

LBJ

Cintra holds a 54.6% stake in the LBJ concession, which provides a solution to congestion problems on interstates IH-35E and IH-635 in Dallas, Texas. This project increases capacity in the corridor with the creation of six new express toll lanes.

LBJ is 13.2 miles (21.4 kilometers) in length and located between IH-35E and US-75. The project was the largest private-public partnership (“PPP”) in the United States at the time and is, to date, the largest PPP in the Southwest of the United States. The project features a combination of four general purpose lanes and two to three continuous frontage roads in each direction, along with 13.2 miles (21.4 kilometers) of two-to-three managed lanes in each direction that use dynamic pricing to keep traffic moving above 50 miles per hour (80 kilometers per hour). The Managed Lanes feature about 5 miles (8 kilometers) of depressed roadway. A lump-sum, fixed-price contract entered into as a joint venture with LBJ Mobility Partner governs the reconstruction and has a design-build period of 60 months. It is divided into three sections: (i) the I-35 section from Loop 12/IH35 to Crown Road, with a length of 3.6 miles (5.8 kilometers), (ii) the LBJ/I-35E interchange, located on the I635 corridor between I35E and Dallas North Tollway, with a length of 5.0 miles (8.0 kilometers), and (iii) the LBJ Section, located on the I635 corridor between the Dallas North Tollway and the east of the US75 corridor, with a length of 4.6 miles (7.4 kilometers). We fully opened LBJ in September 2015. The concession agreement ends in 2061.

NTE 35W

Cintra holds a 53.7% stake in the NTE 35W project concession, which serves to link downtown Fort Worth, Texas, with the surrounding residential and business areas while also providing vital congestion relief by using Managed Lanes to support this major transportation corridor.

63

The NTE 35W comprises three different segments: (i) segment 3A (7.0 miles (11.0 kilometers) along the I-35W corridor through downtown Fort Worth, including the total reconstruction of the I-35W link between downtown Fort Worth and SH-820), (ii) 3B (4.0 miles or 6.4 kilometers, financed, designed, and built by the Texas Department of Transportation; operated and maintained by the consortium in charge of NTE 35W and led by Cintra), fully opened to traffic in July 2018, with a total investment of over USD 1.4 billion, and (iii) segment 3C, an amendment to the original concession agreement awarded in August 2019 that comprises 6.8 miles or 11 kilometers, with an investment of roughly USD 0.9 billion and a concession term of nearly 50 years. The concession agreement includes renovation of existing lanes, which are expected to remain toll-free, and the construction of two managed lanes in each direction. Segment 3C started operating in June 2023.

I-77

Cintra holds a 72.2% stake in the I-77 express lanes concession in North Carolina, which connect the metropolitan area in the northern part of Charlotte with the residential area of Lake Norman over a distance of 26 miles (41.8 kilometers). The express lanes are dedicated travel lanes that run adjacent to the existing general purpose lanes. The express lanes are divided into three sections: two express lanes running on both directions on I-77 between Charlotte and Exit 28, and one express lane in either direction between Exit 28 and Exit 36, which seeks to minimize environmental impacts of traffic on neighboring Lake Norman.

The express lanes operate based on a dynamic toll system that facilitates demand management. A minimum speed of 45 miles per hour (approximately 72 kilometers per hour) is ensured. The highway’s 50-year concession term began once we opened the road to traffic, in December 2019.

I-66

Cintra holds a 55.7% stake in the I-66 project concession, which comprises the construction of three toll free lanes and two express lanes in each direction between Capital Beltway and Gainesville (Virginia). The project has committed investments of at least USD 3.7 billion, including (i) USD 2.3 billion in project construction, (ii) USD 579 million in upfront concession fees to the Commonwealth of Virginia for the funding of additional improvement projects in the corridor, (iii) USD 800 million to expand transit services in the corridor, and (iv) USD 350 million for other improvement projects over the course of the 50-year concession period. The 50-year concession began at closing of the commercial agreement in 2016. The highway opened to traffic in two stages in September and November 2022.

India

IRB

The IRB project, in which we hold a 24.9% interest, manages 26 different toll road projects over a total distance of more than 15,000 lane kilometers and includes the Mumbai-Pune toll road. The IRB project represents around 20.0% of the “Golden Quadrilateral,” the road network that connects India’s main economic development hubs. IRB has its own construction division that works exclusively for IRB’s own concessions, which allows for similar synergies and complimentary capabilities as those derived by the relationship between Cintra and Ferrovial Construction, discussed in relevant part of this section.

4.B.3.3.2Airports Business Division

Overview

Our activities in the Airports Business Division include the development, financing, and operation of airports. Ferrovial Airports oversees all of our airport management activities.

The origins of the Airports Business Division date back to 1998, but it was only in 2006, with the acquisition of HAH, that it gained its current relevance within our operations.

Investments / Main Assets

In 2006, we acquired a stake of 55.9% in HAH. As a result of various corporate transactions since the initial acquisition in 2006, as at the date of this registration statement we indirectly hold 25.0% of HAH’s share capital though our interest in FGP, which is the direct shareholder of HAH.

64

In 2014, AGS Airports Limited (a consortium comprised of Ferrovial Airports and Macquarie European Infrastructure Fund 4 LP) entered into a share purchase agreement with Non Des Topco Ltd (a wholly-owned subsidiary of HAH) for the acquisition of the AGS airports in the United Kingdom. As a result, we indirectly hold 50.0% plus one share of AGS’ share capital.

In 2022, we increased our airports portfolio after we reached an agreement with Turkish infrastructure company YDA Group to acquire a 60.0% stake in the company that manages the Dalaman airport concession.

Also in 2022 we acquired a 96.1% interest in Mars NTO LLC, an entity holding a 51.0% stake in the consortium that won the concession award to design, build, and operate the NTO at JFK airport in New York (which includes the former Terminals 1, 2, and 3 of this airport). We hold a 49.0% indirect ownership interest in the project and are the consortium’s lead sponsor.

On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. For further details see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

Customers and Types of Contracts

The main customers in connection with the operations of the Airports Business Division are airlines and passengers who use the facilities we operate. We manage airports through concession agreements and administrative licenses, with some airports’ revenues (i.e., Heathrow) being established by a local regulatory authority, other airports’ revenues (i.e., Dalaman) being set by the governing concession agreement, and the remaining airports’ revenues (i.e., the AGS airports and JFK) not being regulated, meaning that the fees charged to users are established by the airport.

Activities

The Airports Business Division generates two primary types of income: (i) aeronautical income and (ii) non-aeronautical income.

Aeronautical income is generated from airport fees and traffic charges, which in turn are principally levied on the basis of passenger numbers, maximum total aircraft weight, aircraft noise and emission characteristics, and the length of time during which an aircraft is parked at the airport (in the case of Heathrow only, these charges are regulated by the CAA). In this regard, the division’s revenues are affected by seasonality, since there is higher passenger traffic (the total number of incoming and outgoing passengers at the airport in a particular period) over the spring and summer months.

Non-aeronautical income is generated mainly from retail concession fees, car parking income, advertising revenue, and other services supplied by the airport’s operators, such as the rental of aircraft hangars, cargo storage facilities, maintenance facilities, and the provision of facilities such as baggage handling and passenger check-in. This income is also somewhat affected by seasonality, since items such as car parking income, baggage handling, and passenger check-in depend on passenger volume. HAH also generates income from the Heathrow Express rail operations.

The Airports Business Division’s assets are divided into economically regulated and economically non-regulated assets. Heathrow airport is an asset that is subject to economic regulation from the CAA, while passenger fees at Dalaman are set by the governing concession contract.

Although the number of passengers at our main airports has increased in 2023 as compared to 2022, and in 2022 as compared to 2021, no dividends were paid by HAH, AGS or Dalaman during this three year period. This is partially explained by the Airports Business Division’s results being impacted by COVID-19 in 2021 and, in the case of AGS, also due to the conditions in connection with the amendment and extension of its existing debt facility.

A brief description of Ferrovial Airports’ main assets is as follows:

Heathrow Airport

Located 24 kilometers west of central London, Heathrow is the UK’s hub airport and the principal airport for long-haul routes and is Europe’s busiest airport in terms of total passengers, according to ACI Europe data in 2023. In 2023, according to Heathrow’s own data, 79.2 million passengers travelled through Heathrow.

65

Heathrow hosts most of the world’s major international airlines and is the worldwide hub of British Airways, as well as the main European hub of the Oneworld Alliance (which includes British Airways, Iberia, American Airlines, Finnair, Japan Airlines, Qantas, and Royal Jordanian). It also hosts the other two principal airline alliances of SkyTeam (which includes Air France, KLM, ITA Airways, China Southern, and Kenya Airways) and Star Alliance (which includes Air Canada, Air New Zealand, Air China, EgyptAir, Lufthansa, and Turkish Airlines).

Heathrow has an air transport movement annual capacity limit set by the UK Department of Transport and is served by two parallel runways which, together, have maximum permitted air transport movements of 480,000 flights per year. In 2023, approximately 77.6% of Heathrow’s passenger traffic was origin and destination traffic, and approximately 22.4% was transfer traffic (compared to approximately 80.4% of origin and destination and approximately 19.6% of transfer traffic in 2022). Actual passenger-only air transport movements totaled approximately 450,000. To serve passenger traffic, Heathrow has four terminals with a total retail space of approximately 58,600 square meters and provides a wide range of passenger services, including passenger-handling facilities, shops, bars, restaurants, and public car park spaces. Heathrow is served by extensive bus services, London Underground services, and the dedicated Heathrow Express rail link to and from London Paddington station.

The above data illustrate not only the scale and resilience of Heathrow’s operations but also the benefits of its continued investments. For example, the construction of Terminal 2, opened in June 2014, required an investment of EUR 3 billion and generated over 35,000 indirect jobs. Overall, with this project, the Heathrow investment transformation program has amounted to over GBP 11.0 billion (approximately EUR 12.9 billion).

In 2023, Heathrow accounted for approximately 83.5% of the total passengers in the airports in which we participated (compared to approximately 82.0% in 2022). On November 28, 2023, we announced the planned divestment of our stake in Heathrow airport. For further details on this potential divestment, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

In February 2022, Heathrow released an update to its original 2017 sustainability plan, “Heathrow 2.0.” Heathrow’s refreshed strategy sets out the goals towards which it will be working during this decade, focusing on delivering outcomes that align with key environmental, community, and industry issues for the airport. Heathrow reports its progress in its yearly sustainability report. Heathrow’s last sustainability report, the Sustainability Report for 2022, was published in March 2023 and provided an update to stakeholders on progress made in 2022, and performance data on key sustainability impact. We do not have operational control over equity-accounted companies’, such as HAH, sustainability plans and strategies, but routinely review such plans and strategies so that they do not contradict our own sustainability framework.

Heathrow’s net zero plan, issued in 2022 within the framework of Heathrow 2.0, sets out how to achieve net zero carbon emissions for its own operations and how to contribute to decarbonizing wider United Kingdom aviation. It includes initiatives such as stretching targets to cut carbon “in the air” by up to 15% and “on the ground” by at least 45% by 2030 and achieving net zero emissions for its own operations by 2050, using 2019 levels as the baseline. Its eight goals show where Heathrow will cut its emissions and how the airport plans to do that, including how Heathrow will work in establishing relevant partnerships and influence others where Heathrow does not directly control emissions.

Investment will be key to delivering Heathrow’s net zero plan. Therefore, as part of Heathrow’s “H7” business plan (the CAA’s Heathrow price control review plan pursuant to the Civil Aviation Act 2012), GBP 207 million of capital expenditure will be allocated to a carbon program, covering all aspects of airport operations from modernizing airspace to electric vehicle charging.

In addition to its net zero plan and H7 business plan, Heathrow continued to advocate for a global net zero deal at the International Civil Aviation Organization Assembly in 2021 and has also advocated for governments to introduce the mandates and price incentives needed to stimulate investment in sustainable aviation fuel. In connection with the latter, and as part of the Prince of Wales’s Sustainable Markets Initiative (“SMI”), Heathrow’s CEO engaged on net zero aviation with leaders at the Commonwealth Heads of Government Meeting, held in Kigali in 2021.

66

Through the SMI, Heathrow is also building an alliance of corporations committed to purchasing sustainable aviation fuel, hence assisting in the early stages of sustainable aviation fuel market development. Heathrow’s sustainable aviation fuel landing charges incentive (designed to deliver 0.5% sustainable aviation fuel at Heathrow during 2022) was over-subscribed and Heathrow has now increased the incentives to significantly raise its sustainable aviation fuel mix during 2023 (from 0.5% to 2.5%) and to increase it steadily in the years after. In particular, Heathrow is expected to cover up to 50% of SAF’s premium to conventional jet fuel for participating airlines, with an incentive pot of GBP 71 million. This initiative complements the UK Government’s new “Jet Zero” strategy, pursuant to which the UK Government seeks to achieve net zero aviation by 2050, with all domestic flights achieving net zero and all airport operations in England achieving zero emissions by 2040.

Following the UK Government’s publication of its Jet Zero Strategy in July 2022, Heathrow continues to support the government on its plans to introduce the mandates and consult on the price incentives needed to stimulate domestic investment in sustainable aviation fuel.

On November 28, 2023, we announced the planned divestment of our stake in the Heathrow airport. For further details on this potential divestment, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

AGS Airports

The AGS airports consist of the Aberdeen, Glasgow, and Southampton airports. Unlike Heathrow, the AGS airports do not have an air transport movement annual capacity limit established by the UK Department of Transport. AGS also saw a notable recovery in traffic in 2023, with 10.4 million passengers for the year, reflecting the lifting of all travel restrictions in the UK from April 2022 onwards, in comparison to 9.2 million passengers for the year 2022. Glasgow showed the strongest recovery, mainly due to increased tourist travel.

The AGS airports serve a catchment area in Scotland and England’s south coast and are located within 60 minutes of 6.6 million people. The regions served by these airports have shown strong economic growth anchored upon the financial services, energy, and logistics industries.

•

Glasgow airport, Scotland’s second busiest airport after Edinburgh, is also Scotland’s principal long-haul airport as well as Scotland’s largest charter hub and offers a balanced mix of domestic and international traffic. Based on 2023 data, it is served by over 15 airlines with flights to around 100 destinations, including charter and scheduled flights.

•

Aberdeen airport is one of the world’s busiest commercial heliports, providing services for approximately 350,000 helicopter passengers in support of the North Sea oil and gas industry as of 2022 data. Based on 2023 data, it is served by over 12 airlines with flights to more than 20 destinations, including charter and scheduled flights.

•

Southampton airport. Based on 2023 data, it is served by 10 airlines and offers flights to around 20 destinations. It provides short-haul air links to mainland Europe, large United Kingdom cities, and the Channel Islands.

Dalaman Airport

In February 2022, we reached an agreement to acquire a 60.0% interest in the company that manages the concession for the Dalaman airport in Turkey. We completed the acquisition in July 2022 for EUR 144 million. The concession started in 2014 and it terminates in 2042. Passenger charges are set and collected in euros, so most of the airport’s revenues are in that currency.

The airport, which is located on the Turkish Riviera, a vacation destination for both domestic and international passengers, had 5.2 million passengers in 2023, compared to 4.5 million passengers in 2022.

The Dalaman airport has steadily regained traffic in 2023, as travel restrictions were lifted. However, there has been a decline in Russian and Ukrainian passengers due to the conflict in Ukraine, although the impact is limited and partly offset by increased traffic from other European destinations, especially the United Kingdom.

67

NTO at John F. Kennedy International Airport in New York

In 2022, we entered a consortium for the development of NTO at JFK airport and as a result hold a 49.0% indirect interest in the project. On June 10, 2022, the consortium signed the concession contract with the Port Authority of New York and New Jersey for the construction and later operation of the terminal, which ends in 2060. We expect the first phase of the construction to finalize, and the terminal to come into operation in, 2026. The revenue streams from the terminal under the concession agreement are the passenger fees charged to the airlines, as well as commercial revenues.

We plan to complete the NTO project in phases to match traffic demand. The initial phase of development, related to the initial round of financing (Phase A), will replace the operations of the existing Terminal 1, which will be dismantled, and will accommodate additional airlines that will be displaced by the demolition of other JFK terminals, in line with the Port Authority of New York and New Jersey’s JFK master plan. Work on Phase A began in June 2022 and is anticipated to continue until 2026. Our Construction Business Division also participates in this project through Ferrovial Construction, which acts as the lead on the technical area of the project management office (PMO).

Since the start of the Terminal 1 construction works, significant progress has been made and the key milestones have been reached timely. In December 2023, NTO JFK LLC issued USD 2.0 billion in municipal bonds to partially refinance the bank loan initially arranged for the NTO project. A portion of the bond issuance amounting to USD 800 million was insured by Assured Guaranty Municipal Corp.

To date, NTO has secured the commitments of Air France, Etihad Airways, KLM, Korean Air, LOT Polish Airlines, EVA Air, and Air Serbia to operate at the new facilities, which amounts to approximately 30% (approximately 28% if Korean Air and Asiana Airlines merger is not completed) of the expected passenger traffic of NTO at JFK for 2027 (the first full year of operations of NTO at JFK) under the most recent NTO at JFK traffic forecast by NTO’s independent traffic advisor as of the date of this registration statement, which is subject to updates. We believe that the early commitment by the airlines, each of which has served JFK airport for many years, demonstrates the demand by major international airlines to secure future gate access in state-of-the-art terminal facilities at JFK.

Other Operations

We operate in the airport facility maintenance and management sector through our 49.0% stake in the local company FMM, responsible for the maintenance and management of the Doha airport in Qatar.

Finally, we are currently developing a series of agnostic vertiport networks capable of accommodating various electric vertical take-off and landing aircraft (eVTOLs), operators, and business models to meet existing market demands by partnering with eVTOL operators and airlines in the identification, development, leasing, and operating of sites and by cooperating with local authorities at all levels to ensure compliance with all applicable regulatory requirements.

4.B.3.3.3 Construction Business Division

Overview

We conduct our construction activities through our wholly-owned subsidiary Ferrovial Construction as well as through other companies within the Construction Business Division. With over 90 years of experience in the industry, Ferrovial Construction is a leading construction company in terms of revenue. Ferrovial Construction is involved in all areas of civil engineering, residential building, and non-residential building internationally. The company is also involved in water treatment plant engineering and construction through its wholly-owned subsidiary Cadagua, recognized internationally for its seawater desalination plants. Our Construction Business Division is also involved in energy transition projects, maintaining our commitment to the development of sustainable, innovative, and efficient solutions.

We have established a strong presence in Poland and the U.S., where we function through our local subsidiaries Budimex and Webber, respectively. We also function through permanent branch offices and subsidiaries in markets such as the United Kingdom, Canada, Chile, and Australia.

68

The Construction Business Division’s operations are affected by seasonality due to an increase in activity over the spring and summer months due to improved weather conditions (as compared to the winter). For further details on the effect of seasonality on the Construction Business Division’s results, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—5. Seasonality.”

The principal products we use in our Construction Business Division include concrete, steel reinforcing bars, and asphalt. The fabrication of these products is subject to raw material (such as cement, aggregates, and crude oil) availability and pricing fluctuations, which we monitor on a regular basis. We purchase most of these raw materials, necessary to operate our business, from numerous sources. The availability and cost of these raw materials may vary significantly from year to year due to various factors, including the logistics market, customer demand, producer capacity, inflation, market conditions, and specific material shortages.

Investments / Main Assets

During 2023, we won, among other projects, the following:

•

Contract to expand the wastewater treatment plant in the city of Pflugerville, Texas for USD 146 million (approximately EUR 135 million).

•

Contracts to expand State Loop 335, Texas State Highway 99 and State Loop 378 in Amarillo District, Texas, for USD 265 million (approximately EUR 240 million).

•

Contract for the construction of the Wilbarger Creek Wastewater Treatment Plant in the city of Pflugerville, Texas for an anticipated value of approximately USD 200 million.

•

Contract for the expansion and improvement of the IH-10 Highway in Seguin, Texas for USD 245 million (approximately EUR 227 million).

•

Contract for the reconstruction and expansion of the I-10 Highway in Colorado County, Texas, for USD 365 million (approximately EUR 331 million).

•

Contract to improve the US59 Highway from San Jacinto County to Liberty County, Texas to meet interstate standards, for USD 190 million (approximately EUR 172 million).

•

Contract for the ultimate capacity improvements works in the NTE Segments 1 and 2 for USD 342 million (approximately EUR 311 million).

•

Contract for the construction of the Microsoft Data Center in Meco, Spain, for EUR 187 million.

•

Contract for the modernization of the Tychy—Goczalkowice section of the E65 railway main line in Poland, for PLN 960 million (approximately EUR 215 million).

•

Contract for the complete reconstruction of the I-10 & US 29 interchange in Escambia County, Florida, for USD 236 million (approximately EUR 217 million).

•

Interest in the extension of the Llobregat-Anoia line of the FGC commuter rail system in Barcelona, Spain for EUR 300 million.

•

Interest in the burial of the Line R2 of the Rodalies commuter rail system and construction of a new underground station in Barcelona, Spain for EUR 446.6 million in a consortium with Comsa and FCC.

•

Contract to expand the Geronimo Creek wastewater treatment plant in the city of Seguin, Texas for USD 178 million (approximately EUR 163 million).

Inception

We have developed and expanded our Construction Business Division nationally and internationally since 1952, mainly through the award of concession contracts in countries such as the United Kingdom, the United States, and Canada, and through strategic acquisitions such as Budimex in Poland and Webber in the U.S.

We have a great degree of expertise in large and complex international projects, mainly through construction works carried out for the benefit of our Companies, such as Cintra or HAH, but also through construction works carried out for the benefit of third party clients.

69

In 1985, we expanded our portfolio of national expertise to include know-how in the field of engineering and construction of water purification and treatment plants, through the acquisition of a 100% holding in the Spanish company Cadagua.

In 1995, we acquired a 98.3% interest in Agroman Empresa Constructora, a Spanish construction company founded in 1927. On October 5, 1999, we merged with Agroman Empresa Constructora and incorporated Ferrovial Agroman, which became one of the largest Spanish construction companies in terms of revenue. We then acquired the remaining interest in Ferrovial Agroman, therefore becoming the sole shareholder of Ferrovial Agroman and completing the integration process of the construction business. In May 2020, Ferrovial Agroman changed its corporate name to Ferrovial Construction.

We have continued to expand our international portfolio within the Construction Business Division through the acquisition of a 59.1% holding in the Polish construction company Budimex in 2000 and the acquisition of a 100% holding in the U.S. company Webber in 2005.

In 2021, the Energy Solutions business line was created as part of Construction Business Division. This business line was dedicated to the construction of energy infrastructures and focused on three areas: renewable generation and storage, energy transmission, and energy efficiency projects. The Energy Solutions business line will merge with the Energy Infrastructure portion of our Energy Infrastructure and Mobility Business Division in 2024. The resulting Business Division will be named the Energy Business Division. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—​1. Business Developments” for a description of this partial reorganization.

Customers and Type of Contracts

Ferrovial Construction’s Order Book increased to EUR 15,632 million as of December 31, 2023 (not including pre-awarded contracts or contracts pending commercial or financial agreements for an approximate amount of EUR 1,900 million, related to contracts at Budimex), with clients in countries outside of Spain accounting for 82% of the Order Book’s accounts.

Ferrovial Construction’s Order Book was EUR 14.7 billion (not including pre-awarded contracts for an amount of EUR 915 million, mainly related to contracts at Budimex and Webber) as of December 31, 2022, with clients in countries outside of Spain accounting for 85% of the Order Book’s accounts. Clients from the public sector accounted for 82% of the total Order Book, with our Companies representing 5% and private customers representing 13%.

Generally, our Construction Business Division operates through design and construction agreements whereby we assume obligations to design and construct infrastructure. We generally enter into those agreements by virtue of our successful participation in public and private procurements.

Activities

A brief description of the Construction Business Divisions’ main Companies is as follows:

Ferrovial Construction

Ferrovial Construction is the company that heads the Construction Business Division in the Spanish market and participates in all areas of construction, including civil works and building and industrial works, both in Spain and internationally through other companies within the Business Division. Within the context of civil works, the Business Division’s largest segment, it designs and builds all types of infrastructures, including roads, railways, hydraulic works, maritime works, hydroelectric works, and industrial projects. Ferrovial Construction’s building activities also include the construction of non-residential buildings (including airports, sports facilities, health centers, schools and cultural buildings, shopping and leisure centers, museums, hotels, building refurbishment projects, offices, factories, and industrial warehouses) and residential construction. Additionally, Ferrovial Construction, through Cadagua, provides engineering and construction services of water treatment plants, mainly in seawater desalination plants, but also in sewage treatment, water purification, and waste management plants.

70

Budimex

Budimex, a company founded in 1968, has been listed on the Warsaw stock exchange since 1995. It is the leading construction company in Poland in terms of revenue (based on the data from the “Polish Construction Companies 2022” report from Deloitte). Our stake in Budimex as of December 31, 2023 was 50.1%.

Budimex has been traditionally focused on the construction of civil works (such as roads, highways, railways, airports, and bridges), industrial construction, residential buildings, and non-residential building, which aligns with the overall operational split of the Construction Business Division. Over the last few years, Budimex has systematically diversified its activities, both by seeking and acquiring projects other than roads and by participating in new activities such as public-private partnerships and infrastructure and facilities management. Budimex is currently a key player in the infrastructure market (road and rail) and general construction market in Poland. As a general contractor, the company offers construction services in the following infrastructure sectors: roads, railways, airports, general construction, energy, industrial and environmental construction. In recent years, the company has increased its exposure to the prospective hydro and military markets. General construction within the Budimex Group has also undergone a transformation demonstrated by the reduction of exposure to the real estate market. Instead, the company has focused on specialized construction and areas of the market that can be characterized by capital inflows related to local government investments and private investments by foreign companies. Budimex is gradually increasing involvement in the facility management, specifically real estate and infrastructure facility services, and waste management sectors through FBSerwis. The company’s strategic plans include expansion of its construction activities into neighboring countries, development of the waste management segment (via FBSerwis) and participation in Poland’s energy transformation (investments in renewable energy generation assets through the joint venture BXF Energia).

Webber

Webber specializes in the construction of infrastructure works, such as roads, highways, bridges, and airport runways. In 2018, it became the leading transport infrastructure company in the State of Texas, United States, according to Engineering News Record (“ENR”) magazine. In 2016, Webber acquired Pepper Lawson Construction, a specialized company in water infrastructure, enhancing the capabilities and resources of Webber in this segment. Webber is one of the leading transportation-focused contractors in Texas (based on the 2022 data from ENR Texas & Louisiana report), and in the last few years, it has expanded operations into other U.S. states, including Virginia, Georgia, North Carolina and Florida.

4.B.3.3.4 Energy Infrastructure and Mobility Division

As an output of the Sustainability Strategy and Horizon 24, we explore sustainable business opportunities, particularly anticipating a transition to a low-carbon economy. As a consequence, in 2021, we created the Energy Infrastructure and Mobility Business Division, which includes the development of Energy Infrastructure (transmission lines and renewable energy generation plants), Mobility, waste management plants in the United Kingdom, services to the mining industry in Chile, and auxiliary services provision to public and private clients in Spain. In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is currently part of the Construction Business Division, and the energy infrastructures business line, which is currently part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments” for a description of the partial reorganization.

Investments / Main Assets

Our Energy Infrastructures subdivision operates a transmission line acquired in 2016 in Chile and has another, the Centella project, under construction. In Spain, we have a 50 megawatt-peak (MWp) photovoltaic plant in commercial operation, located in Seville, as well as a portfolio of generation projects in their early stages of development.

71

Between 2017 and 2023, our Mobility subdivision operated Car Sharing Mobility Services, S.L. (“Zity”), an electric car-sharing company operating, directly or through subsidiaries, in Madrid, Paris, Lyon, and Milan with a fleet of approximately 1,500 electric vehicles. We had a 50.0% stake in this project, developed jointly with manufacturer the Renault Group. On December 20, 2023, we completed the sale of our stake in Zity to focus on activities linked to the development and management of sustainable infrastructures. For further details on this divestment, see “—A. History and Development of the Company—2. Summary of Historical Investments and Divestments—1. Divestment of Car Sharing Mobility Services, S.L. (Zity).” Within the Mobility subdivision, we also have a minority stake in Inspiration Mobility, which is a North American company investing in the electric vehicle sector, both in cars and associated charging structures.

We also manage circular economy (i.e., a production and consumption model that incentivizes the sharing, leasing, reutilizing, repairing, renewing, and recycling of already-existing raw materials and products throughout their life cycle) activities. We have four municipal solid waste management centers in the United Kingdom, located in Yorkshire, Milton Keynes, Cambridge, and Isle of Wight. Each of them is associated with a concession contract with different local authorities. Together, they have capacity to treat some 800,000 tons per year. This business was reclassified to the Energy Infrastructure and Mobility Business Division from our divested Services Business Division.

Finally, in Chile, in addition to the transmission lines described above, our activity includes providing services to large-scale copper mining, such as maintenance, hoisting, or management of the electrical loop. In Spain, we retain a 24.8% stake in Grupo Serveo, a company focused on providing ancillary services to public and private clients. These businesses were reclassified to the Energy Infrastructure and Mobility Business Division from our divested Services Business Division.

Inception

We created the Energy Infrastructure and Mobility Business Division in 2021 in line with our commitment to sustainable initiatives and solutions.

Customers and Type of Contracts

Within the Energy Infrastructure and Mobility Business Division, our main customers vary depending on the subdivision and the specific underlying service or asset. For example, although we enter into underlying agreements with the appropriate governmental authorities, the direct recipients of the services provided by our Chilean transmission lines assets managed under our energy infrastructure are electricity generation and distribution companies while, in the case of our waste management plants our main customers are local authorities. Our main customers with respect to the services we provide to the Chilean mining industry include a mix of private and public entities dedicated to the exploitation of mineral resources such as copper—for example, Codelco, BHP Billiton and Antofagasta Minerals.

Similarly, the types of contracts under which our Energy Infrastructure and Mobility Business Division operates also depend on the specific underlying service or asset.

Our transmission lines are freehold assets awarded by governmental authorities—for example, the Chilean Ministry of Energy—following our successful participation in a competitive bidding process. These assets are not subject to demand risk (i.e., financial risk that we will be unable to sell our services) since they are subject to availability payment, a means to compensate private parties for designing, constructing, operating and maintaining a facility, codified pursuant to Chile’s General Law of Electric Services and the Adjudication Decree (administrative act issued by the Ministry of Chile). Counterparty risk in connection with the operation of these assets is diversified by invoicing the related costs to energy generation and distribution companies, which then pass them through to final customers, under the supervision of the National Electricity Coordinator of Chile. The revenues received pursuant to the energy transmission agreements are fixed in USD for the first 20 years, with adjustments to provide for inflation, and are reviewed every four years thereafter.

In connection with our electricity generation activity, El Berrocal plant (a 50 MWp photovoltaic plant in Seville, Spain) reached commercial operation in the fourth quarter of 2023, with financing being closed concurrently. The loan amounted to approximately EUR 23 million, resulting in a cash distribution of

72

EUR 18 million to the shareholder. The energy generated by this asset will be sold in the wholesale market in accordance with Spanish electric sector regulations.

Most of our waste management activities in United Kingdom occur under four concession contracts with different local authorities, which regulate both the plants’ construction and subsequent operations. These concession contracts are expected to expire between 2026 and 2043. Finally, our services to the Chilean mining industry are governed by services contracts entered into with the relevant services’ recipient.

Activities

Our activities include:

•

The development of transmission lines and renewable energy generation plants under the Energy Infrastructures subdivision;

•

The operation of waste management plants in the United Kingdom; and

•

The management of our outstanding services businesses, mainly providing services to the mining industry in Chile and auxiliary services to public and private clients in Spain.

In a sector subject to constant change, we intend to use, together with our own resources, our participation in industrial ecosystems to develop and invest in technologies that enable growth in profitable businesses. The activity will focus on our preferred geographies, meaning geographies where our Energy Infrastructure and Mobility services are already provided and the United States and Poland.

4.B.3.3.5 Discontinued Operations (Services)

In 2018, following completion of a strategic review process, we decided to classify the Services Business Division as discontinued operations. We concluded the divestment process in 2022.

As discussed in “―4. Energy Infrastructure and Mobility Business Division,” we have retained the United Kingdom waste management business and the services activity in Chile and Spain (the latter, a minority stake) as part of our Energy Infrastructure and Mobility Business Division.

Additionally, we transferred certain other activities to the Construction Business Division (the North American infrastructure maintenance business and the energy efficiency services business), the Toll Roads Business Division (the contract to maintain and operate Madrid Calle 30 and the ARAVIA maintenance contract for conservation and operation of a section of A2 highway in Spain) in 2021, and the Airports Business Division (the stake in the local company FMM, responsible for the maintenance and management of the Doha airport in Qatar).

4.B.4 Seasonality

For a discussion of seasonality, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—5. Seasonality.”

4.B.5 Sources and Availability of Raw Materials

For a discussion of sources and availability of raw materials, see “—3. Group Overview—3. Our Business Divisions—3. Construction Business Division” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—1. Inflationary pressures and energy and commodity prices.”

4.B.6 Research and Development

Innovation is an important element to improving existing business models and exploring new ways of adding value, and is one of the key priorities for our Horizon 24 Strategic Plan. We expect to continue increasing our digital and innovation ratios and supporting the transformation of our Business Divisions and physical infrastructures through Digital Horizon 24, the innovation and digitization program of the Horizon 24 Strategic Plan. Digital Horizon 24 entails the improvement of our risk management, efficiency, customer-focused competitiveness, differentiation, and diversification processes, as well as growth in new areas.

73

To ensure sustainable impact, we have established a new innovation strategy (2022-2024) focused on generating impact in the following areas: (i) competitive advantages, (ii) transformation, and (iii) diversification and growth.

•

Competitive advantages. We invest to develop new products and processes that generate a higher quality of service to our customers. For example, in 2022, we launched INFRAVERSE, an initiative for the efficient use of the technologies that make up the metaverse, to improve construction and operation processes to better respond to customer needs.

•

Business transformation. Managed by our centers of excellence, which are focused on three critical areas: (i) mobility and digital infrastructure, (ii) asset management, and (iii) energy and sustainability, the latter of which we launched in 2022 to directly support our energy infrastructure development activities. In parallel, we also promote the industrialization of the entire construction process by synchronizing the production and assembly of components through supply chain and logistics planning.

•

Diversification and growth. We have launched new adjacent businesses under the venture building process created in 2022 to develop and launch business ideas. We expect to create new products and services under this initiative that will increase the value generated for our clients and enable new digital channels and additional sources of income.

We promote our open innovation ecosystem and alliance network through relationships with universities and research centers, startups and venture capital funds, public innovation agencies responsible for setting industrial policy, and with other large corporations. Particularly relevant is the research collaboration with the Massachusetts Institute of Technology (MIT), through MIT’s energy initiative, renewed in 2021 for a third five-year period, and through the MIT Mobility Initiative, which we joined in 2021 as a founding member. We have also established a 5-year strategic partnership agreement with Microsoft to cooperate in developing solutions to reimagine sustainable construction, infrastructures, and mobility of the future. The Toll Roads Business Division has also historically collaborated with top academic research centers in the U.S. including Stanford, Cornell, The University of Texas, and Texas A&M. As an example, we have recently signed two master research agreements with Georgia Tech and the Texas Transportation Institute to develop research projects.

We also work in the development of tools, applications and initiatives that are useful to us and our Business Divisions:

•

We developed ATLAS, a new digital tool that centralizes IT and innovation initiatives, in 2022. Digitizing and unifying management provides considerable benefits, such as the homogeneity of processes, having a single source of information, transparent collaboration between teams, and integration with other digital tools. ATLAS also enables the implementation of a governance model that ensures constant communication and exchange of information between the portfolio department and the business lines, facilitating the monitoring of initiatives and strategic, operational, and budgetary decision-making related to our investment in IT and innovation.

•

The Toll Roads Business Division developed the Nextpass app, which allows payment on toll roads across several states.

•

The Airports Business Division has continued to progress our Vertiports business line to develop, build, and operate a series of vertiport networks capable of accommodating a variety of vertical take-off and landing aircraft and operators.

The Energy Infrastructure and Mobility Business Division launched our Monitoring and Control Center, which encompasses operation and maintenance activities related to electricity generation assets and transmission lines and enables the monitoring of the electricity systems (generation facilities and transmission lines) in the markets in which we operate.

4.B.7 Intellectual Property

We implement intellectual property (“IP”) protection policies and procedures. The measures we take to protect our IP include the registration of trademarks, and Internet domain names to protect our interests, as

74

appropriate. In addition, we protect our IP assets through patents and utility models. We have more than 50 patents and utility models. However, we believe that none of the referred patents and utility models are key or material elements in our Business Divisions.

In order to protect our IP, our relevant policies and procedures on this field apply to all subsidiaries, which are required, among others, to (i) proceed with an early registration of trademarks and Internet domain names whenever it is expected that we enter a new industry or commence activities in a new country and (ii) properly define the relevant products and services to ensure an adequate protection of our trademarks.

We developed, and continuously improve, applications and systems that are crucial to efficiently run our Business Divisions: for example, the InSite System for the Construction Business Division, the Managed Lanes (BOS system) for the Toll Roads Business Division, and the Asset Management Platform for all Business Divisions.

4.B.8. IT

We believe that the strategic importance of digital products and services, operational technology, internet-connected assets, and the information generated and used in all processes and operations that support business activities are key to creating value for our stakeholders.

We strive to ensure that our IT infrastructure, including our servers, disks, networks, is up-to-date and follows best practices in terms of availability and redundancy. Our equipment is hosted in a pair of data centers with the highest-available reliability standards (Tier IV) and we make extensive use of cloud services from reference providers (hyperscalers). Secure communications in the context of our activity rely on a worldwide corporate network and on security services that enable a controlled access to corporate applications and IT services.

We have a Global Chief Information Security Officer (“CISO”), who, together with the local CISOs of the different Business Divisions and subsidiaries, make up the organizational structure and ensure adequate resources to implement the cybersecurity program. The Global CISO interacts regularly with our management committee (comprised of our Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer, Chief Strategy Officer, Chief Information and Innovation Officer, General Counsel, and the Chief Executive Officers of the heading companies for each Business Division) and the management committees of the Business Divisions, by providing information on the security strategy and program on the level of internal control and the main security risks and threats and how they are being managed. The Global CISO also periodically reports to the Board, providing information about the strategy, the security program, and the main security risks and threats, as well as their management.

The strategic IT security plan initiated in 2019 was completed in 2022. The new security program for 2023 focuses on: (i) developing advanced threat protection capabilities, (ii) improving security in the lifecycle of digital products and services and third-party risk management, (iii) fostering an appropriate cybersecurity culture, and (iv) increasing detection and response capabilities in industrial environments. The corporate cybersecurity policy (the “Cybersecurity Model”) is structured around a set of principles and objectives that reinforce the business strategy and it is implemented from the security model formalized in a security regulatory body that follows the market practice (including by taking as a reference the NIST CSF and ISO 27001 standard). The Cybersecurity Model follows ISO 27001’s continuous improvement principle and is monitored periodically by our governance bodies, being benchmarked against (i) the results of audits and review, (ii) compliance with key goal indicators (“KGIs”) and security KPIs, which include, among others, our cybersecurity rating value, capability model compliance level, non-compliance-related penalties and fines, average of security incidents duly managed, average of critical processes that have up-to-date recovery plans in place, and phishing scenario simulations launched company-wide, or (iii) new cybersecurity threats.

We are striving to evolve our strategy by deploying protection, detection, and response capabilities to address threats, such as those associated with the Ukrainian conflict, the proliferation of ransomware attacks, supply chain or email compromises, phishing, or smishing. Among other measures, we aim to regularly boost detection capabilities, carry out systematic compromise and attack simulations, and step up security training and awareness campaigns.

With the aim of making employees and collaborators the first line of defense against cyber threats, we have also implemented a cybersecurity culture program and other initiatives aimed at increasing employee awareness in connection with cybersecurity incidents.

75

We have two Security Operations Centers (“SOCs”) that provide coverage for security events occurring in our data centers, perimeters, workstations, and cloud environments. These services act when they receive alerts generated by security information and event management tools, detecting the use cases defined by the cybersecurity department. We have cyber-intelligence capabilities that provide information on threat actors and their techniques and tools, enabling the deployment of controls to prevent successful attacks. In addition, we maintain formal collaboration agreements with national and international cybersecurity agencies with which information related to cybersecurity threats and incidents can be shared and received in the event of an incident.

We also have a “computer security incident response team” that intervenes when events detected by a SOC are likely to become security incidents. The team integrates “digital forensics and incident response” capabilities that make it possible to analyze events to contain and mitigate them and prevent their reoccurrence. Of particular importance to cybersecurity integrity is the identification of “indicators of compromise” and “tactics, techniques, and procedures” to improve protection and detection mechanisms. These capabilities and processes are formalized through our incident management procedures based on the National Cyber Incident Notification and Management Guide and the ISO/IEC 27035 standard. Detection and response capabilities are systematically tested with breach and attack simulations supported by technologies already available on the market.

We have established contingency and recovery plans to respond to and recover from disruptive events, such as the crisis management protocol. We also maintain a cyber-insurance policy.

We continuously review our Cybersecurity Model to identify areas for improvement and vulnerabilities and conduct annual security audits and reviews.

4.B.9 Market and Competitive Environment

The markets and geographies where we operate are numerous and the competitive environment depends on the activity and the countries in which we perform each activity. We have numerous competitors. The extent of our competition varies depending on particular markets and geographic areas and is influenced by the type and scope of a particular project.

A summary of our main competitors, differentiating between infrastructure and other contracts, is set out below.

4.B.9.1 Concessions in infrastructure projects

For concessions in infrastructure projects, our main competitors are international developers and infrastructure funds. Such funds typically raise money from different types of investors, such as pension funds or insurance companies interested in investing in long term projects linked to inflation. In addition, we face competition from listed companies vying for concession projects and from big construction groups interested in investing in the equity of our concession companies and building the projects for the concession company.

The main competitive factors in this industry include: (i) financing capacity in order to inject equity in projects and being able to close financial agreements with banks or other financial institutions in order to finance the required investments, (ii) technical skills to design better solutions to cover clients’ needs in terms of, for example, traffic management and environmental impact, (iii) expected returns on projects, and (iv) technical skill in operating the infrastructure, including, for example, electronic tolling systems or infrastructure maintenance.

4.B.9.2 Construction contracts

For construction contracts our main competitors are big or medium size construction companies; in some cases, these are global players in terms of geography, but, mainly, they are local or regional players with different types of skills and, in some cases, specialized by type of work.

The main competitive factors in the industry include: (i) availability of qualified, skilled, and/or licensed personnel, (ii) reputation for quality and technical expertise, (iii) cost structure and the ability to control project

76

costs, (iv) price, (v) geographic diversity, (vi) experience in specialized markets, and (vii) financial robustness in terms of solvency and liquidity.

We believe we are well-positioned to compete in our markets because of our reputation, our technical experience in the design of feasible solutions for our clients, our cost effectiveness, our employee expertise, and our broad range of services. Furthermore, we believe our size, technical capabilities, and geographic presence places us in a strong market position.

4.B.10 Regulatory Environment

We must comply with specific regulations in the sector in which we carry out our activities and operations. Additionally, in the countries where we operate, there are local, regional, national, and EU bodies that regulate our activities and establish applicable environmental regulations.

4.B.10.1 Tolls roads

United States

The United States follows a PPP approach (long term agreements between the government and a private partner whereby the private partner delivers and funds public services using a capital asset and sharing the associated risks) to toll road construction and operations.

Federal, state, and local laws regulate PPP procurement: (i) at a federal level, through (a) environmental obligations imposed by the National Environmental Policy Act and the Comprehensive Environmental Response, Compensation, and Liability Act, (b) anti-corruption and anti-money laundering obligations and, among others, (c) foreign investment regulations dictated by the Committee on Foreign Investment in the United States (“CFIUS”), and (ii) at a state or local level, by PPP-enabling state and local laws and regulations, which cover the statutory framework under which states have general or limited authority to procure and to enter into a PPP contract with a private party for the development of highway transportation infrastructure projects.

United Kingdom

In the United Kingdom, private investments into government funded toll roads projects are generally procured following a PPP approach pursuant to the Public Contracts Regulations 2015. Relevant planning and environmental regulations, such as the Planning Act 2008, as well as health and safety legislation, such as the Health and Safety at Work Act of 1974, apply to such toll roads projects. Toll roads projects must also maintain ISO and other relevant accreditation.

Each national government of England, Scotland, Wales, and Northern Ireland may adopt their own regulatory framework applicable to the construction and maintenance of highways. In Scotland, the tendering process is governed by the following regulations: (i) the Public Contracts (Scotland) Regulations 2015, (ii) the Procurement (Scotland) Regulations, (iii) the Concession Contracts (Scotland) Regulations 2016, and (iv) the Unfair Contract Terms Act. Transport Scotland is the executive agency of the Scottish Government responsible for the construction and maintenance of the national roads infrastructure in Scotland, which will award projects in line with its corresponding tender documentation.

Canada

Case law on procurements generally, as well as public sector statutes, directives, and policies applicable to PPPs apply to our toll roads projects in Canada.

Each Canadian province also has its own health and safety legislation and applicable environmental impact assessment. For example, in Ontario, the Occupational Health and Safety Act applies to toll roads. The Ministry of Labour, Immigration, Training and Skills Development administers the applicable health and safety legislation, including enforcement of legislative requirements. In that role, Ministry inspectors may inspect workplaces, issue orders where there is a contravention of the legislation, investigate accidents, and recommend prosecutions. Environmental Assessments conducted pursuant to the Environmental Assessment Act (EAA) are under the jurisdiction of the Ministry of Environment Conservation and Parks (MECP).

77

Australia

In Australia, the following laws and regulations apply to toll roads, among others: (i) the National PPP Policy Framework, which sets out the processes authorities are to follow in all stages of PPPs, (ii) the Competition and Consumer Act 2010, (iii) the Foreign Acquisitions and Takeovers Act 1975, (iv) environmental regulations, and (v) workplace health and safety laws.

The Australian government has a centralized PPP authority associated to the Treasury Department, although it cooperates with regional and local governments in the procurement of projects.

Spain

The following laws and regulations apply to toll roads projects in Spain: (i) Public Sector Contracts’ Act of 2017 (Ley 9/2017, de 8 de noviembre, de Contratos del Sector Público), (ii) Motorways Act of 1972 (Ley 8/1972, de 10 de mayo, de construcción, conservación y explotación de autopistas en régimen de concesión), (iii) the Regulation on General Terms and Conditions for the Construction, Operation and Maintenance of Motorways (Decreto 215/1973, de 25 de enero, por el que se aprueba el pliego de cláusulas generales para la construcción, conservación y explotación de autopistas en regimen de concesión), (iv) Compulsory Acquisition of Land Act of 1954 (Ley de 16 de diciembre de 1954 sobre expropiación forzosa), and (v) the Environmental Assessment Act of 2013 (Ley 21/2013, de 9 de diciembre, de evaluación medioambiental).

The Department of Roads of the Ministry of Transport is the responsible entity for projects related to the national network of roads. The relevant Department of Transport of an autonomous community (comunidad autonóma) is the responsible entity for projects related to the roads of an autonomous community.

Portugal

The following laws and regulations apply to toll roads projects in Portugal: (i) the Public Contracts’ Code (Código dos Contratos Públicos), (ii) the National Road Network Act of 2015 (Estatuto das Estradas da Rede Rodoviária Nacional), (iii) the Highway User’s Act of 2007 (Lei dos Direitos nas Vias Rodoviárias Classificadas como Auto-estradas Concessionadas, Itinerários Principais e Itinerários Complementares), (iv) the Compulsory Acquisition of Land Code of 1999 (Código das Expropriações), and (v) the Environmental Assessment Act of 2013 (Regime Jurídico de Avaliação de Impacte Ambiental). Projects related to the roads of an autonomous community may be subject to specific regional regulation. For example, in Azores, the Regional Road Network Act of 2003 (Estatuto das Vias de Comunicação Terrestre na Região Autónoma dos Açores) applies toll roads projects.

The Secretary of State for Infrastructure and the Secretary of State for Finances are the responsible entities for projects related to toll roads in Portugal.

Following completion of the sale of our stake in the Euroscut Azores to infrastructure funds Horizon Equity Partners and RiverRock on December 28, 2023, we no longer hold an interest in any toll road concessions in Portugal, although we continue to render managerial services to the Norte Litoral, Via do Infante (Algarve) and Euroscut Azores toll roads through the relevant services’ contracts.

Ireland

The following laws and regulations apply to toll road projects, which are procured as PPPs, in Ireland: (i) the State Authorities (Public Private Partnership Arrangements) Act of 2002, (ii) the Roads Act of 1993, as amended, and (iii) the Safety, Health and Welfare at Work Act of 2005.

Transport Infrastructure Ireland is the public entity responsible for managing the procurement process of national road schemes in Ireland.

Slovakia

The following laws and regulations apply to toll road projects, which are procured as PPPs, in Slovakia: (i) Public Procurement Act (Act No. 343/2015 Coll.), (ii) Building Act (Act No. 50/1976 Coll., to be shortly replaced by Act No. 201/2022 Coll.), (iii) the EIA Act (Act No. 24/2006 Coll.), (iv) the Act on Safety and

78

Protection of Health at Work (Act No. 124/2006 Coll.), (v) the Regulation of Slovak Government on Minimum Safety Requirements (Act No. 391/2006 Coll.), (vi) the Slovak Constitution, (vii) the Expropriation Act (Act No. 282/2015 Coll.), and (viii) the Special Acceleration Acts (Act No. 129/1996 Coll. and Act No. 669/2007 Coll.).

The Ministry of Transport and/or the National Highway Company procure for new PPP road projects in collaboration with (i) the Ministry of Finance, (ii) the Slovak Government, and (iii) the Slovak Public Procurement Office.

Colombia

Colombia also regulates toll road projects as PPPs. The following laws and regulations apply to toll road projects in Colombia: (i) Law 80 of 1993 on public procurement law (Ley 80 de 1993 por la cual se expide el Estatuto General de Contratación de la Administración Pública), (ii) Law 1508 of 2012 (Ley 1508 de 2012 por la cual se establece el regimen jurídico de las Asociaciones Público Privadas), Decree 1467 of 2012 (Decreto 1467 de 2012 por el cual se reglamenta la Ley 1508 de 2012), and Decree 0100 of 2013 (Decreto 0100 de 2013 por el cual se modifica el Decreto 1467 de 2012) on PPPs, (iii) Decree 1079 of 2015 on the transport sector (Decreto 1079 de 2015 por medio del cual se expide el Decreto Único Reglamentario del Sector Transporte) and (iv) Decree 1076 of 2015 on environmental licenses which are to be granted by the National Environmental Licensing Authority (Decreto 1076 de 2015 por medio del cual se expide el Decreto Único Reglamentario del Sector Ambiente y Desarrollo Sostenible).

The public authorities involved in the toll roads’ procurement are the Ministries of Transport and Finance and the National Infrastructure Agency.

India

The following laws and regulations apply to toll road projects in India: (i) procurement regulations at both at a national level, such as (a) the National Highways Authority of India Act of 1988 and (b) the National Highways Act of 1956, and at a state level, such as specific regulations pursuant to which state regulators may develop roads in their region (for example, the Uttar Pradesh Expressways Industrial Development Authority, set up under the Uttar Pradesh Industrial Area Development Act of 1976), (ii) labor and environmental laws, including (a) the Code on Social Security of 2020, (b) the Occupational Safety, Health & Working Conditions Code of 2020, and (c) the Environmental Protection Act of 1986, as well as (iii) foreign investment regulations, including (a) the Foreign Exchange Management Act of 1999, (b) the Securities and Exchange Board of India Act of 1992, and (c) the Competition Act of 2002.

The National Highways Authority of India is the responsible entity for national highway projects in India.

4.B.10.2 Airports

United Kingdom

Apart from generally applicable civil and commercial laws and regulations, the following governmental entities have jurisdiction over the operations of the Heathrow and AGS airports in the United Kingdom: (i) the UK Department of Transport, (ii) the CAA, and (iii) the CMA.

The following sector-specific rules govern the airport industry, a heavily regulated industry: (i) Regulation (EU) 2018/1139 of the European Parliament and of the Council of 4 of July 2018 on common rules in the field of civil aviation and establishing a European Union Aviation Safety Agency, (ii) Regulation (EU) 139/ 2014 of 12 February 2014 laying down requirements and administrative procedures related to aerodromes (the United Kingdom Aerodromes Regulation), (iii) Council Regulation (EEC) No 95/93 of 18 January 1993 on common rules for the allocation of slots at United Kingdom airports, (iv) Regulation (EU) No 598/2014 of the European Parliament and of the Council of 16th April 2014 on the establishment of rules and procedures with regard to the introduction of noise-related operating restrictions at United Kingdom airports within a Balanced Approach, (v) the Heathrow and AGS airports (Noise-related Operating Restrictions) (England and Wales) Regulation No 2018/785, (vi) the Heathrow and AGS airports (Ground handling) Regulations No 1997/2389, and (viii) the Civil Aviation Act 1982, in each case, as currently implemented in the United Kingdom.

79

The revenues generated by the Heathrow and AGS airports are either “regulated” ​(i.e., income-generating activities totally or partially subject to regulatory caps on tariffs) or “non-regulated” ​(i.e., tariffs for income-generating activities subject only to customer demand). The only airport in our portfolio, which revenues are regulated, is Heathrow airport (regulated by local regulatory authority CAA). Therefore, HAH’s operations at Heathrow are reviewed and subject to price caps on certain charges. See “—3. Group Overview—3. Our Business Divisions—2. Airports Business Division.”

United States

Generally applicable civil and commercial laws and regulations, federal, state, and municipal regulations on transportation, labor matters, construction activities, environmental matters, state contract law, and permitting, among others, apply to our NTO project. There are also various miscellaneous federal laws that apply to and frame the activities of NTO at JFK, including those related to civil rights, anti-discrimination, the environment, and other relevant matters (such as anti-money laundering, corruption, and similar matters).

In addition, since the activities of the project company relate to airport activities, federal agencies such as the FAA, Transportation Security Administration (“TSA”) and CFIUS have overview powers over the investments we make, our ongoing operations, and other relevant operational and regulatory matters. Furthermore, due to the anticipated construction activities of the project company, the project requires federal National Environmental Policy Act (“NEPA”) (or environmental) approval in order to proceed. NTO must also comply with a number of airport regulations, which include the Port Authority of New York and New Jersey’s Airport Rules and Regulations (which regulate operations at the JFK), as well as the Federal Aviation Regulations (“FARs”) prescribed by the FAA, which govern aviation activities in the United States.

Title 14 of the Code of Federal Regulations (“CFR”) codified The FAA’s FARs and regulates aircraft design and maintenance, airline flights, pilot training activities, and commercial space operations. The FAA also regulates certifications and operation of airports, investigation procedures, air and water regulation, soil erosion, programs and project grants’ applications, noise compatibility planning, and noise and access restrictions.

The NEPA is also relevant for environmental compliance.

In addition, we collaborate with TSA to comply with its regulations to facilitate security screening of passengers and other security activities at the airport.

In the event that we access the capital markets to raise any debt incurred to finance the project, federal and state securities laws related to the issuance of securities, including, without limitation, the Securities Act (and jurisprudence related thereto, including in respect of 10b-5 liability), will apply. Lastly, the operations of any such project/asset implicate both state and federal tax laws.

Turkey

The main regulations governing the activities of the Dalaman airport include those relating to the concession and operation of the Dalaman airport terminals, such as (i) the Turkish Civil Aviation Law No. 2920, (ii) the Terminal Operation Services Instructions of the Turkish Directorate General of Civil Aviation, (iii) the Regulation on Opening and Operating Permits of Sanitary Enterprises at Civil Airport Terminals, (iv) the Airport Terminal Operation Instruction of the Turkish Directorate General of Civil Aviation, (v) the tariffs announced by General Directorate of State Airports Authority of Turkey on airport charges, (vi) the Terminal Operation Services Directive, and (vii) the Regulation on Building, Operation and Certification of Airports.

Other relevant regulations and certifications include (i) the Safety Management Regulation and related International Civil Aviation Organization publications, such as the International Civil Aviation Organization Annex 19 on Safety Management Systems, International Civil Aviation Organization Document 9859 (Safety Management Guide) and Safety Management Systems Operation Instruction (safety and security requirements), (ii) the Occupational Health and Safety Law No. 6331 and OHSAS 18001:2007 certificate (health and safety requirements), (iii) the Turkish Environmental Law No. 2872, ISO 14001:2015 certificate, Regulation on Environmental Permit and License, as well as sector-connected regulations on air quality, water quality and waste management (environmental requirements), (iv) the Security Services Administration and Organization Instruction of the Turkish Directorate General of Civil Aviation (SHT-17.3), on Homeland

80

security, (v) the general protocol dated October 26, 2017 between the Ministry of Transportation and the General Staff of Republic of Turkey, regarding civil aviation operators’ use of military bases, and (vi) the protocol dated October 25, 2017 between the general Directorate of State Airports Authority of Turkey Dalaman Airport General Directorate and the Dalaman Air Base Command and the Dalaman Naval Air Base Command regarding the joint use of the Dalaman airport (homeland security requirements in connection with military use of the airport).

The main public authorities/entities with regulatory and supervisory powers on airport activities in Turkey are (i) the Ministry of Transportation and Infrastructure of Turkey, (ii) the General Directorate of State Airports Authority of Turkey, and (iii) the Turkish Directorate General of Civil Aviation.

Qatar

The laws and regulations applicable to companies operating in the aeronautical sector in Qatar apply to FMM. Apart from generally applicable civil and commercial laws and regulations, the following rules and protocols apply to FMM operations: (i) Labor Law no. 14 of 2004 with all its applicable and related regulations, including but not limited to health, welfare, safety, accommodation regulations, sponsorship law and related regulations, (ii) Income Tax Law no. 24 of 2018, (iii) Privacy and Data Protection of Personal Data Law no. 13 of 2016, (iv) Ministerial Resolution No. (16) of 2018 Concerning waste transportation controls and the means to be followed in the process of disposal, (v) Minister of Municipality Decision No. (143) of 2022 Regulations for the use of plastic bags, (vi) Doha airport Operating Rules, Safety and Security Procedures, and (viii) Cleaning and Sanitation Standards QTR-CNT-STD-010.

The main public authorities/entities with regulatory and supervisory powers on airport activities in Qatar are (i) the Ministry of Commerce and Industry, (ii) the Ministry of Labor, (iii) the Ministry of Finance, and (iv) the Ministry of Environment and Climate Change.

4.B.10.3 Construction

United States

The Federal Acquisition Regulations serve as the primary regulatory code with respect to U.S. federal agencies acquiring services and supplies. Construction projects must also comply with (i) federal safety and health legislation, such as the Occupational Safety and Health Act of 1970 (“OSHA”), enforced by the Occupational Health and Safety Administration, (ii) other federal requirements regarding human health and environment enforced by the U.S. Environmental Protection Agency (“EPA”), and (iii) other federal and state labor regulations, including regulations in the fields of health and safety, employee wages and benefits, anti-discrimination and subcontracting. In addition to the aforementioned OSHA, EPA and labor regulations, most states also enact safety regulations, and there are further regulations at the regional and local levels. Some states also require a variety of construction licenses in connection with the carrying out of certain projects.

United Kingdom

The main regulations governing construction services in the United Kingdom include: (i) health and safety regulations, such as (a) the Health and Safety at Work etc. Act 1974 (“HSWA”) and its subordinate regulations and (b) the Construction (Design and Management) Regulations 2015, (ii) environment regulations, including (a) the Clean Air Act 1993 and (b) the Climate Change Act 2008, (iii) water quality regulations, including the Water Resources Act 1991 and related acts and regulations, (iv) waste management regulations, with a wide range of legislation controlling the generation, transportation, and disposal of waste, and (v) labor legislation, which governs labor rights, including, among others, (a) the Employment Right Act 1996 (“ERA”), (b) the Equality Act 2010, (c) the Employment Relations Act 1999, and (d) the Working Time Regulations 1998 (“WTR”) and National Minimum Wage Act 1998 (“NWM”).

The Health and Safety Executive (“HSE”), an agency with extensive enforcement powers, oversees compliance with the HSWA. There are several licenses and consents that a contractor may be required to obtain to carry out construction work. For example, work that involves asbestos requires a license from the HSE. In addition,

81

the HSE also receives pre-work commencement notifications in connection with certain construction projects as set forth in the Construction (Design and Management) Regulations 2015.

The Environment Agency is responsible for enforcing laws that protect the environment and issuing environmental permits and exemptions.

Canada

Canada is a federal state, with law-making authority divided among the federal government and the governments of each Canadian province. Laws at both levels govern Ferrovial Construction’s projects. The laws and regulations applicable to our construction projects in Canada include: (i) health and safety regulations, as regulated by the provinces and territories, (ii) environmental regulations, such as (a) the Environmental Assessment Act, applicable in each province and territory, (b) the Canadian Environmental Assessment Act, (c) the Canadian Environmental Protection Act, (d) the Fisheries Act, (e) the Species at Risk Act, and (f) the Ontario Environmental Protection Act (with respect to the latter, similar legislation exists in the other Canadian provinces), and (iii) water regulations, mainly as regulated by the Canada Water Act, as well as a number of other federal and provincial or territorial statutes and regulations, and (iv) labor regulations.

In the province of Ontario, where Ferrovial Construction’s activities are mostly located, the Occupational Health and Safety Act establishes requirements aimed at preventing workplace injuries, occupational diseases and harassment in the work place (similar laws exist in other provinces). Specific requirements, in addition to provincial laws, apply to projects, or industries, regulated by the federal government. Other relevant labor legislation includes: at the federal level, (i) the Canada Labour Code, (ii) the Employment Equity Act, and (iii) the Employment Standards Act. Workers’ compensation is regulated at the provincial and territorial level.

The permitting process is the main source of construction oversight. Professional and other licensing and permit requirements vary widely in each province and territory in Canada. Provincial and municipal jurisdictions, and a governmental agency in charge of a project could require additional qualifications in a request for proposal. This is a highly detailed and regulated area of law that not only depends on the jurisdiction, but also on the nature of the project being undertaken and the type of work being performed. Examples of licenses and permits that an engineer or contractor may be required to obtain to carry out construction work include: (1) Engineering and Architect License, (2) General Contractor License, or (3) Trade Contractor License. Most provinces, territories, and municipalities also require a variety of construction permits, such as building permits or plumbing permits.

Australia

The main regulations applicable to construction projects in Australia are (i) health and safety regulations, with regards to which the Federal Government has effected regulations specific to each state and territory’s jurisdiction, (ii) water regulations, including the State Acts and Regulations, (iii) waste regulations, with a wide range of legislation controlling the generation, transportation, and disposal of waste, (iv) labor regulations, including (a) the Fair Work Act 2009, (b) Superannuation Guarantee law and (c) the Work Health and Safety Act 2011, (v) anti-harassment, bullying and discrimination regulations, and (v) other specific regulations, such as the Security of Payment Legislation. The permitting process is the main avenue for construction oversight in Australia. In general, non-residential construction in each state or territory requires registration or licensing as a builder before construction work can be carried out.

Many governmental subdivisions in Australia have statutory bodies which monitor compliance with these licensing and registration regimes. Other construction activities must also comply with specific regulations and licensing across Australia: working at heights, working with asbestos, welding, conducting demolitions, conducting excavations, using cranes, and using scaffolding. Furthermore, businesses operating in Australia are also required to have systems in place certified to international standards and, for projects with federal funding, accredited by the Office of the Federal Safety commissioner.

Poland

In Poland, the following regulations apply to construction services: each construction contract must comply with (i) construction regulations, including (a) the Polish Civil Code, (b) the Building Act, and (c) the Zoning

82

and Development Act, (ii) health and safety regulations, (iii) labor regulations, including the Labor Law (Act of June 26, 1974) and its developing and implementing regulations, and (iii) environmental regulations, including (a) the Environment Protection Act, (b) the Water Act, (c) the Waste Act, and (d) the Revitalization Act.

The main public authorities/entities with regulatory and supervisory powers on construction activities in Poland are, with respect to environmental matters, the General Directorate for Environmental Protection and, with respect to construction generally, the Ministry of Infrastructure.

Spain

The following laws and regulations govern a variety of aspects of the construction industry in Spain: (i) public construction contracts, such as (a) the Spanish Civil Code (Código Civil), (b) the Spanish Building Act (Ley 38/1999, de 5 de noviembre, de Ordenación de la Edificación), (c) for construction contracts entered into with public authorities, the Spanish Public Sector Contracts Act (Ley 9/2017, de 8 de noviembre, de Contratos del Sector Público) and the Law on the Administrative Procedure for Public Authorities (Ley 39/2015, de 1 de octubre, del Procedimiento Administrativo Común de las Administraciones Públicas), (d) Law on the Prevention of Risks at Work, (Ley 31/1995, de 8 de noviembre, de Prevención de Riesgos Laborales), (e) Law on Subcontracting within the Construction Sector (Ley 32/2006, de 18 de octubre, reguladora de la subcontratación en el Sector de la Construcción), and (f) various statutory regulations setting out other specific obligations, as well as (ii) health and safety, including (a) Decree Law providing for minimum health and safety requirements applicable to construction works (Real Decreto 1627/1997, de 24 de octubre, por el que se establecen disposiciones mínimas de seguridad y de salud en las obras de construcción), (b) Law governing outsourcing within the construction industry (Ley 32/2006, de 18 de octubre, reguladora de la subcontratación en el Sector de la Construcción), and (c) Decree Law developing Article 24 of the on the Prevention of Risks at Work (Real Decreto 171/2004, de 30 de enero, por el que se desarrolla el artículo 24 de la Ley 31/1995, de 8 de noviembre, de Prevención de Riesgos Laborales, en materia de coordinación de actividades empresariales), (iii) land pollution, as governed by the Land Pollution Law (Ley 7/2022, de 8 de abril, de residuos y suelos contaminados para una economía circular), (iv) air quality, as governed by the Air Quality Law (Ley 34/2007, de 15 de noviembre, de calidad del aire y protección de la atmósfera), (v) water, as regulated by a variety of acts and regulations, (vi) waste management, as regulated by a wide range of legislation imposing a “duty of care” in operators, (vi) labor, including (a) Decree Law approving the Workers’ Statute Act (Real Decreto Legislativo 2/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Estatuto de los Trabajadores), (b) the Equal Treatment and Non-Discrimination Act (Ley 15/2022, de 12 de julio, integral para la igualdad de trato y la no discriminación), (c) Decree Law fixing the minimum interprofessional wage (Real Decreto 99/2023, de 14 de febrero, por el que se fija el salario mínimo interprofessional para 2023) (updated annually), and (d) Law on Subcontracting in the Construction Sector.

The permitting process is the main avenue of construction oversight in Spain. There are four main licenses granted by local authorities and required to carry out construction works: (1) municipal works license (licencia de obras). The purpose of this license is to verify that the projected works comply with the applicable urban planning regulations. Any type of construction, including the refurbishment or fitting-out of existing buildings, and for demolition of works, requires this license; (2) municipal activity license (licencia de instalación de actividades). The purpose of this license is to confirm that the project complies with the health and safety standards part of the urban planning regulations. The permitted use for the building and the activities to be carried out there will depend on the uses permitted by the applicable urban planning regulations. If the activity is disruptive, unhealthy, harmful, or dangerous, the municipal activity license will lay down some requirements that must be fulfilled by the holder of the license; (3) municipal first occupancy license (licencia de primera ocupación). This license confirms that the construction follows the technical specifications contained in the relevant municipal works license. The authority will grant it following an inspection of the building by the relevant local authority’s technical experts; (4) municipal opening license (licencia de funcionamiento). This license confirms that the technical specifications part of the municipal activity license have been properly complied with and, as a result, that the building can be used for the purpose described in that license.

Chile

The following laws and regulations govern our construction activities in Chile: (i) health and safety, by legislation such as (a) Supreme Decree regarding basic sanitary and environmental conditions in the worksite

83

(Decreto 594/1999, Reglamento sobre Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo) and (b) Supreme Decree approving the regulation for the adoption of Article No. 66 bis of Law No. 16.744, regarding safety and health management at the worksite (Decreto 76/2006, Reglamento para la Aplicación del Artículo 66 bis de la Ley No 16.744 sobre la Gestión de la Seguridad y Salud en el Trabajo en Obras, Faenas o Servicios que Indica), (ii) environment and air, including legislation such as (a) Supreme Decree on Rules of Particulate Matter Emissions for Artifacts that Burn or May Burn Firewood and Wood Pellet (Decreto 39/2012, Norma de Emisión de Material Particulado, para los Artefactos que Combustionen o Puedan Combustionar Leña y Pellet) and (b) Regulation on the Establishment of Prevention and Decontamination Plans, (iii) water, governed by regulation such as Decree on the Water Code (Decreto 1,112/1981, Código de Aguas), and (iv) labor, including (a) the Labor Code (DFL 1, Texto Refundido, Coordinado y Sistematizado del Código del Trabajo), (b) the Subcontracting in the Construction Industry Act (Ley 20.123, de Subcontratación en la Industria de la Construcción), (c) the Workplace Accidents and Illnesses Act (Ley 16.744, que establece normas sobre Accidentes del Trabajo y Enfermedades Profesionales), and (d) the Social Security Law (Ley 16.395, Ley de Organización y Atribuciones de la Superintendencia de Seguridad Social).

The permitting process is the main avenue for construction oversight in Chile. Prior to work execution, construction projects generally require a construction permit from the respective municipal works director. Some projects require obtaining an environmental permit through the Chilean Environmental Assessment Service. Other specific permits may be required, based on the project’s nature.

During construction, projects must comply with and maintain the permits obtained before the execution of work, and obtain additional permits, such as crane, zoning, environmental, etc. Projects will also be subject to inspections from the relevant authority. On completion, certain construction works will need a municipal reception certificate, obtained after a final inspection of the relevant authority, certifying that the project meets the design and technical requirements in the construction permit.

4.B.10.4 Energy

Spain

The following laws and regulations apply to our energy generation and energy storage infrastructure in Spain: (i) the Spanish Energy Act 24/2013 (Ley 24/2013 de 26 de diciembre, del Sector Eléctrico) and its developing regulations, either at a national or regional level and (ii) EU energy regulations, such as Regulation (EU) 2019/943 of the European Parliament and of the Council of 5 June 2019 on the internal market for electricity, Directive (EU) 2019/944 of the European Parliament and of the Council of 5 June 2019 on common rules for the internal market for electricity, and amending Directive 2012/27/EU and Directive (EU) 2018/2001 on the promotion of the use of energy from renewable sources.

The relevant regulatory authorities with respect to the Spanish energy ecosystem are the Ministry for Green Transition and Demographic Challenge (Ministerio para la Transición Ecológica y el Reto Demográfico), the National Commission for Markets and Competition (Comisión Nacional de los Mercados y la Competencia), and Red Eléctrica de España, S.A.U., as well those departments of each autonomous community in Spain bestowed with authority over electricity and environmental matters. Transnational entities also perform overview roles such as the European Commission (Directorate-General Energy) and European Union Agency for the Cooperation of Energy Regulators (ACER).

As it pertains to environmental protection, the Spanish Act 21/2013 (Ley 21/2013, de 9 de diciembre, de Evaluación Ambiental), as well as its developing regulations, whether national or regional, are relevant for the planning, permitting, building, and operation of energy infrastructures. In addition, because energy infrastructure extends over large areas, primarily regional or local zone planning and plotting regulations are also relevant to some extent.

In order to get the different permits and authorizations required for the energy business, we must also comply with general (non-industrial) regulations on public authorization and proceedings such as the Law on Common Administrative Procedure of the Public Administrations (Ley 39/2015, de 1 de octubre, del Procedimiento Administrativo Común de las Administraciones Públicas) and the Law on the Legal Regime of the Public Sector (Ley 40/2015, de 1 de octubre, de Régimen Jurídico del Sector Público).

84

Chile

Chile also highly regulates energy transmission. Its main regulations stem from the General Law of Electric Services (DFL N°4/20018, Texto Refundido, Coordinado y Sistematizado del Decreto con fuerza de Ley nº 1, de Minería, de 1982, Ley General de Servicios Eléctricos, en Materia de Energía Eléctrica) and its development regulation (Decreto N°327 que Fija el Reglamento de la Ley General de Servicios Eléctricos), the Transmission Systems and Transmission Planning Regulations (Decreto n° 37 que Aprueba el Reglamento de los Sistemas de Transmisión y de la Planificación de la Transmisión), issued by the Ministry of Energy, and the Regulation on the Qualification, Valorization, Tariffication and Remuneration of Transmission Installations (Decreto n° 10 que Aprueba el Reglamento de Calificación, Valorización, Tarificación y Remuneración de las Instalaciones de Transmisión), issued by the Ministry of Energy.

The General Basis for the Environment Act (Ley n° 19300 que Aprueba la Ley sobre Bases Generales del Medio Ambiente), is a key piece of environmental protection legislation. Other key environmental protection standards in Chile are (i) the Organic Law of the Superintendence of the Environment (Ley n° 20417 que Crea el Ministerio, el Servicio de Evaluación Ambiental y la Superintendencia del Medio Ambiente), which provides the regulatory framework for environmental compliance and enforcement, (ii) Law which creates the environmental courts and a special environmental jurisdiction (Ley n° 20600 que Crea los Tribunales Ambientales), and (iii) the Regulations Implementing the Environmental Impact Assessment System.

Other general (non-industrial) regulations on public authorization and proceedings, such as Law of General Bases of Administrative Procedures, governing the acts of the organs of the State Administration, (Ley n° 19.880 que Establece las Bases de los Procedimientos Administrativos que Rigen los Actos de los Órganos de la Administración del Estado) and the Constitutional Organic Law of General Bases of the State Administration (Ley n° 18.575, Ley Orgánica Constitucional de Bases Generales de la Administración del Estado), also apply to the energy business.

The main regulatory or supervisory authorities of the energy ecosystem in Chile are the Ministry of Energy (Ministerio de Energía), the National Energy Commission (Comisión Nacional de Energía), the Superintendency of Electricity and Fuels (Superintendencia de Electricidad y Combustibles), and the National Electrical Coordinator (Coordinador Eléctrico Nacional).

4.B.10.5 Waste

United Kingdom

We, as an entity involved in the collection, storage, treatment, disposal, and generation of electricity from waste in England, must comply with a variety of legislative and regulatory requirements, including the Companies Act 2006, the primary source of corporate law that applies to all companies and directors. The Environment Act 2021 and Environmental Protection Act 1990 provide the framework for environmental protection, with the Environmental Permitting (England and Wales) Regulations 2016 and associated permits applying to installations, mobile plant, and waste activities. There are additional general legislative provisions that apply to our activities in the United Kingdom, including the Data Protection Act 2018 and General Data Protection Regulation, which detail personal data protection principles, rights, and obligations. The Finance Act, which contains provisions relating to changes in taxes, duties, exemptions, and reliefs also applies to us.

The Department for Environment, Food and Rural Affairs, the Secretary of State, the Environment Agency, the Health and Safety Executive, and local authorities are responsible for regulating waste activities locally, regionally, and nationally.

The Health and Safety Executive and local authorities are responsible for regulating occupational health and safety by reference to the Health and Safety at Work Act 1974, providing the framework regarding general duties employers have towards employees and members of the public.

The Secretary of State and individual local authorities are responsible for development management under the Town and Country Planning Act 1990, local development plans, and Building Regulations 2010, which regulate land use and new building.

85

The Department for Business, Energy and Industrial Strategy, the Gas and Electricity Markets Authority, the Office of Gas and Electricity Markets and the Competition and Markets Authority are responsible for regulating the electricity sector and ensure compliance with the main legislation in this matter, including the Electricity Act 1989, the Competition Act 1998, the UK Utilities Act 2000, the Enterprise Act 2002, the Energy Acts, and the Gas Act 1986.

We also enter into waste management agreements with local municipalities, which can oversee our operations thereunder.

4.B.10.6 Support services to the mining industry

Chile

We provide services to the mining sector in Chile. Mining is a highly-regulated activity due to its inherent risks to health and safety. One of the most relevant fields in the context of this activity is labor law, including mainly the Labor Code (Código del Trabajo (D.F.L 1, 31-07-2002), Ley 20.123), which deals with subcontracting work, and Ley 16.774, which deals with work accidents and occupational diseases.

Furthermore, in relation to health and safety requirements, there are numerous other applicable regulations, such as the Mining Safety Regulation (Decreto 132/2002, Reglamento de Seguridad Minera), the Health Code (D.F.L. 725/1967, Código Sanitario), the Health and Environmental Conditions Regulation (Decreto 594/1999, Reglamento sobre Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo), and the Occupational Hazards’ Prevention Regulation (Decreto 40/1969, Reglamento sobre Prevención de Riesgos Profesionales), among others.

In addition, with respect to environmental protection, to the following laws and regulations apply: the General Basis for the Environment Act (Ley 19300, sobre Bases Generales del Medio Ambiente), and Regulation of the Environmental Impact Assessment (Decree 40/2012, Reglamento del Sistema de Evaluación de Impacto Ambiental), as well as its development regulations, either at a national or regional level, which are relevant for obtaining industry permits.

General (non-industrial) regulations in civil and commercial law are also relevant to the mining business in Chile, such as the Chilean Civil Code (D.F.L. 1/2000, Código Civil ), the Capital Markets Law (Ley 18045, del Mercado de Valores), and the Public Limited Companies Law (Ley 18046, sobre Sociedades Anónimas).

The main regulatory and supervisory authorities of the Chilean mining sector are the Ministry of Labor and Social Security (Ministerio del Trabajo y Previsión Social), the Labor Directorate (Dirección del Trabajo), the Ministry of Health (Ministerio de Salud), the Ministry of Mining (Ministerio de Minería), and the National Service of Geology and Mining (Servicio Nacional de Geología y Minería de Chile).

4.B.11 Insurance

Under our risk management policy, we maintain insurance policies that we believe are customary for our business and our risk profile and which provide cover against various risks, such as third-party damage (aviation, environmental, and civil liability, in general), construction defects, management’s and employees’ liability. Our insurance policies also cover risks to our property, plant, and equipment, as well as claims that might arise against us for performing our business activities. Additionally, we have a cyber-insurance policy that covers possible disruptive events and cyber incidents that may occur in the context of our business activities.

Our risk management policy also includes the assessment of tools for risk transfer alternatives to insurance cover.

We believe that we are insured to a commercially reasonable standard and that we pay appropriate premiums for this coverage. Our insurance coverage is regularly evaluated and adjusted as necessary. It could be the case, however, that the Company or one of our Companies could suffer damages that are not covered by the existing insurance policies or that exceed the coverage limits set in these policies. See “Item 3. Key Information—​D. Risk Factors—1. Risks Related to Our Business and Structure—13. Our insurance cover may not be adequate or sufficient, which could have a material adverse effect on our business, financial condition, and results of operations.”

86

4.B.12 Property, Plants, and Equipment

Our property, plants, and equipment amounted to EUR 594 million as of December 31, 2023 and EUR 479 million as of December 31, 2022. Our investment balance in property, plant, and equipment amounted to EUR 1,124 million as of December 31, 2023 (EUR 969 million as of December 31, 2022), and consisted mainly of fixtures, fittings, tooling and furniture (EUR 495 million), plants and machinery (EUR 523 million), and land and buildings (EUR 106 million).

Additions in property, plants, and equipment totalled EUR 215 million as of December 31, 2023 (EUR 207 million as of December 31, 2022), the most significant relating to the Construction Business Division (EUR 103 million) due to the acquisition of machinery and other equipment, and the Energy Infrastructure and Mobility Business Division (EUR 102 million), arising primarily from the construction of the Centella electricity transmission infrastructure. Other additions to the Toll Roads Business Division and “Other” were also recorded as of December 31, 2023 (EUR 9 million and EUR 1 million, respectively).

Disposals due to sales or retirement amounted to EUR 63 million as of December 31, 2023 (EUR 56 million as of December 31, 2022), of which approximately EUR 52 million related to sales or retirement of machinery and other equipment in the Construction Business Division.

Leases are not part of the plant and equipment line item. We primarily have lease agreements for buildings, vehicles, plants, and machinery (although we also have lease agreements in place for land and office equipment, among other categories), amounting to EUR 196 million as of December 31, 2023 (EUR 183 million as of December 31, 2022). Buildings are the most valuable right-of-use assets, relating mainly to long-term office leases. Additions to the lease category as of December 31, 2023 totalled EUR 87 million, of which EUR 72 million is associated with Construction Division leases.

For information on environmental matters related to our Property, Plant, and Equipment, see “—13. Environment and ESG / Sustainability / Health and Safety.”

4.B.13 Environment and ESG / Sustainability / Health and Safety

Our Sustainability Policy provides the framework for all existing policies and strategies that are linked to diverse ESG items (i.e., Environment, Human Resources, Human Rights, Compliance and Ethics, and H&S, among others) and which the Board has approved. We deploy our Sustainability Policy through our Sustainability Strategy 2030, which is our ESG and sustainability strategy. Such strategy incorporates ESG criteria to decarbonize our activities in airports, roads and construction, while developing new green lines in energy, mobility, and water.

Therefore, the Sustainability Strategy 2030 complements the Sustainability Policy and suite of our underlying ESG policies by providing the framework for developing innovative, efficient, and sustainable infrastructures, always accounting for the three fundamental ESG dimensions: (i) environmental, (ii) social, and (iii) governance issues.

4.B.13.1 Relevant environmental issues that may affect the issuer’s utilization of the tangible fixed assets

We may be subject to physical and transition risks in our activities as a consequence of climate change. For more information, please refer to “Item 3. Key Information—D. Risk Factors—1. Risks Relating to our Business and Structure—12. We may face increased risks due to climate change, which could have a material adverse effect on our business, financial condition, and results of operations.”

To mitigate those risks, we identify, assess, and monetize both climate transition risks (i.e., scenarios recommended by the International Energy Agency in its World Energy Outlook report, in particular its Stated Policies Scenario (STEPS), Announced Pledges Scenario (APS), and the Net Zero Emissions by 2050 Scenario (NZE)), and physical impacts linked to climate change (according to the scenarios included in the Intergovernmental Panel on Climate Change (IPCC)’s Fifth Assessment Report’s (AR5) Representative Concentration Pathways (RPCs) 4.5 and 8.5, the intermediate and very-high GHG emissions scenarios).

We measure and update transition risks at least yearly, while we have a platform developed in-house (“Adaptare”) that supports our physical risks assessments and integrates climate modeling and engineering of our infrastructures to provide technical and economic efficiency measures to increase the resilience of the assets.

87

4.B.13.2 Environment and ESG

The Sustainability Strategy 2030 is our main and leading ESG strategy and has been updated during 2023 to integrate new ESG targets. This strategy is aligned with the United Nations’ Sustainable Development Goals and the objectives of the Paris Agreement.

The “Deep Decarbonization Path”, which is our roadmap to decarbonize our portfolio of activities, forms an integral part of the Sustainability Strategy 2030. This roadmap includes a year-by-year description of our internally calculated GHG emissions’ estimates, the emissions reduction targets (by 2030 and 2050), the low-carbon measures that are being implemented, and the abatement cost of carbon. We believe that our commitment to the environment (as one of the pillars of the Sustainability Strategy 2030) is leading us to reduce our carbon footprint and support sustainable approaches across our operations.

Based on our data and the information published by the Science Based Targets Initiative (SBTi), we were the first construction and engineering company worldwide to establish and have our emissions reduction targets endorsed by SBTi. We have set the following targets: (i) to reduce scope 1&2 emissions in absolute terms by 35.3% in 2030 (base year 2009) and (ii) to reduce scope 3 emissions in absolute terms (excluding capital goods and purchased goods & services categories) by 20% in 2030 (base year 2012).

We intend to reach the above targets as follows:

•

Scope 1 reduction targets are expected to be achieved through, among others:

•

reducing emissions from the road-vehicle fleet by 33% by progressively integrating zero-emissions vehicles (mainly in the EU), changing the types of vehicles (e.g., from pickups to smaller cars), and considering expected efficiency improvements in combustion engines (according to trends on European and U.S. standards);

•

achieving a 20% reduction of emissions in asphalt plants, pursuant to a plan to reduce fuel consumption by pre-treating the humidity of gravel before manufacturing the asphalt as well as the progressive penetration of low-temperature bitumen (according to the trends on technical standards), and to upgrade the boilers and optimize energy efficiency of the asphalt plants; and

•

reducing 10% emissions of heavy machinery by means of the machinery renovation program to Stage V engines (according to the most recent European standards for non-road vehicles) and additional reductions of fuel consumption by: (a) implementing eco-driving practices across non-road machinery fleet, (b) implementing energy transition (gasoil to electricity) in non-road heavy equipment (from 2040 onwards), and (c) implementing energy transition (fuel to biofuel) in other stationary sources (also from 2040 onwards).

•

Scope 2 reduction targets are expected to be achieved through, among others, progressive procurement of 100% renewable electricity by 2025 (including GOs certificates), self-consumption onsite, and specific PPAs (some related to our renewable facilities).

•

Scope 3 reduction targets of 20% are expected to be achieved by introducing several measures such as (a) trends on energy transition in vehicle fleets using our assets worldwide; (b) improvements in energy efficiency and renewable energy (including onsite facilities) in assets over which we have no operational control (“investments” category of Scope 3); (c) implementation of infrastructure for SAF in airports; (d) reducing the amount of waste generated in operations, and improving reuse or recycling of non-hazardous waste; and (e) reducing the carbon embedded in main raw materials (as steel, concrete, or asphalt) by means of a proactive management of our supply chain. However, we do not have complete control over indirect emissions and compliance with this target is not solely dependent on us. We report on our climate strategy and targets annually in a “Climate Strategy Report,” which is submitted to a consultative vote at the General Meeting.

Regarding our carbon footprint, we have calculated and reported our carbon footprint for 100% of our activities since 2009. The calculation methodology is mainly based on the GHG Protocol, while maintaining compliance with ISO 14064-1. The emissions reported are: (i) scope 1—those from sources owned or controlled by us, which come mainly from (1) the combustion of fuels in stationary equipment (boilers, furnaces, turbines, etc.) to produce electricity, heat, or steam, (2) fuel consumption in fleet vehicles owned or controlled by us, and (3) diffuse emissions (i.e., those emissions not associated with a specific source, such as biogas emissions from

88

landfills and channeled emissions), (4) GHG emissions generated through a source, excluding those from fuel combustion; (ii) scope 2—those generated as a result of the consumption of electricity purchased from other companies that produce or control it; and (iii) scope 3—indirect emissions occurring in the value chain.

Our commitment to decarbonization includes voluntary compensation for 100% of direct emissions not reduced by 2050 through nature-based projects and mitigation towards a commitment from carbon neutrality to “Net-Zero.” Since 2019, the Spanish Ministry for Ecological Transition and the Demographic Challenge has awarded us the highest available recognition in connection with our work on “Calculate,” “Reduce,” and “Compensate.”

We also incorporate the recommendations of the Task Force on Climate-Related Financial Disclosures in our process of identifying, analyzing, and managing risks and opportunities related to climate change, and we have implemented certain climate change mitigation actions such as the development and implementation of the Deep Decarbonization Path (an internal emissions reduction plan) and Shadow Carbon Pricing (which is a methodology to economically quantify the potential climate risk of our most relevant investments with the aim of reorienting our activity to more decarbonized business models), the consideration of raw material and energy price increases in contract negotiations, the search for innovative technological solutions to reduce energy consumption and emissions, and the study and collaboration with key stakeholders for the development of projects that favor the transition to a low-carbon economy.

Regarding biodiversity, we recognize the key role played by biodiversity in the provision of services that support the economy and social well-being. For this reason, we have a recently approved biodiversity policy, which is integrated into the management system that governs the organizational and operational processes of all our contracts. We are also aligning our practices to the Taskforce on Nature-related Financial Disclosures (TNFD), a global initiative that seeks to address the biodiversity loss and ecosystem deterioration crisis. We have committed as an adopter of the TNFD by registering our intention to publish our first disclosure document aligned with this standard, the 2025 annual report, in 2026. In 2023, we progressed on this objective and, in particular, one of the TNFD pillars, through the analysis of our biodiversity dependencies.

We have also approved a water policy, which recognizes water as a limited and irreplaceable natural resource and its access as a fundamental human right. In order to manage the resource positively, the focus of the policy is on its availability, quality and impact on ecosystems.

In addition, we have launched a circular economy plan that recognizes that the circular economy aims to keep the value of products, materials, and resources in the economy for as long as possible, optimizing the consumption of materials and minimizing waste generation, and is a solution to a problem that directly impacts the deterioration of the environment and allows us to identify new business opportunities.

4.B.13.3Other Sustainability Matters

We also implement many initiatives towards the promotion of environmentally positive and sustainable management of the supply chain. We share information with our key suppliers through the environmental management system implemented in our activities in order to promote the better management and performance of our supply chain. In this regard, work has been carried out in 2022 and 2023 along two lines: (i) the development of an internal purchasing guide containing environmental guidelines on material procurement specifications, and (ii) launching of a collaboration program with suppliers to learn about and improve their environmental management. As of the date of this registration statement, the large majority of item (i) has been completed, including the implementation of our Supplier Code of Ethics, and we continue to progress item (ii), including through the assessment of our suppliers in connection with their environmental practices. In addition, we promote sustainable procurement and the incorporation of ESG criteria in the supply chain, as well as digitalization, the incorporation of tools, application of procedures, and development of projects aimed at promoting the sustainability of our supply chain through a deeper understanding of the type of suppliers that offer us their products and services.

We have a Supplier Code of Ethics, which is part of the Supplier Ethical Integrity Due Diligence Procedure and is mandatory for suppliers in orders and contracts and includes the basic principles that should govern the behavior of all suppliers in their business relationship with us. In addition, the model orders and contracts include environmental, social and labor, and health and safety considerations, compliance with the Global Compact Principles, as well as ethics and anti-corruption clauses, thus ensuring compliance with overarching

89

ESG requirements. ESG issues are considered in the supplier analysis and the evaluation and monitoring of supplier performance also takes ESG criteria into account.

The application of new technologies and the development of innovation projects is key to achieve an agile, efficient, and transparent supply chain that incorporates sustainability principles. Some of our most noteworthy initiatives are:

•

The Low Carbon Concrete Project. This project aims to identify the most innovative projects worldwide for the development of sustainable concretes (with low levels of CO2 emissions);

•

The Guide to Procurement Aligned with EU Taxonomy. The Guide brings together the necessary information on and establishes the principles to advise contract purchasers on procurement to comply with taxonomy requirements.

•

The purchase of electricity from renewable sources. This item entails our promotion of the purchase of electricity with a guarantee of origin and our progressive movement towards the 100% target set out in the Horizon 24 Strategic Plan for 2025.

•

The acquisition of an efficient vehicle fleet. This item relates to our goal of reaching a 33% zero-emission fleet by 2030 as part of the Horizon 24 Strategic Plan. Hybrid and plug-in hybrid vehicles continue to be added to the fleet, resulting in a substantial and continuous reduction in emissions levels.

•

The Green Purchasing Catalog. This item consists in the update and increase of the information available in the catalog in order to promote the purchase of sustainable products.

•

Green products. In our Construction Business Division, we work on alternatives for the supply of green products. For that purpose, we have incorporated Environmental Product Declarations and Ecolabel products.

•

Supplier 360. Supplier 360 is an IT tool that monitors suppliers using advanced data analytics techniques, language processing, and internet searches, making it possible to detect potential risks.

We also incorporate other sustainability initiatives in our Business Divisions.

In our Toll Roads Business Division, we have a dedicated ESG director and follow a specific ESG strategy, which includes the publication of an economic impact study of the activities carried under the business division.

In our Construction Business Division, we have committed to sustainable infrastructures that have a positive impact on the environment and communities, as can be seen in our 2022 initiatives to decarbonize our energy mix, such as: the development of wind and photovoltaic farms or the awarding of five new water treatment and purification plants. In connection with these projects, the Construction Business Division follows strict guidelines that minimize the environmental impact of our operations. A practical example of our environmental impact guidelines are the recently inaugurated Managed Lanes at I-66 highway in Virginia, United States, which we believe will significantly reduce CO2 emissions by limiting traffic jams, and in which more than 430,000 tons of crushed concrete have been used, thus reusing construction waste. Another example is that of Budimex in Poland, which signed the acquisition of two companies that own the rights to develop, build, and operate a wind power complex in Gniezno and a photovoltaic farm in Mszczonow, becoming a clean energy developer.

In our Airports Business Division, Heathrow’s sustainable growth plan makes decarbonizing the aviation sector a key priority. The use of the sustainable aviation fuel (“SAF”) is a critical element of decarbonizing the aviation sector. Following the first delivery of sustainable aviation fuel into Heathrow’s main fuel supply in June, a SAF-fueled flight departed from Heathrow to Glasgow in September 2021 and further sustainable aviation fuel deliveries took place in partnership between airlines and fuel companies. Since 2022, Heathrow’s landing charges include a new financial incentive to help make sustainable aviation fuel more affordable for airlines. Moreover, it offers passengers the chance to offset their flights by paying for sustainable aviation fuel, which is used on existing scheduled flights. Heathrow has also launched the NAPKIN Project, which aims to develop hydrogen-based solutions to decarbonize the aviation of the future.

90

AGS also launched its new sustainability strategy with a roadmap to achieve net zero direct emissions by the mid-2030s from its current carbon-neutral status. In 2022, it signed an agreement with ZeroAvia to study the production of hydrogen internally, as well as its use on commercial routes. The plan to develop Scotland’s largest solar farm, which will supply 55% of energy to Glasgow airport, also continues. In addition, it has formed a consortium to explore the joint use of wind panels and noise barriers, which could produce renewable energy from wind blowing at ground level and at low altitude, and limit noise pollution.

In Dalaman airport, we are developing a solar energy self-consumption project.

4.B.13.4 Human rights and health and safety

We consider human rights to be a fundamental part of our global sustainability strategy. In 2022, our Human Rights policy, which is aligned with the main international human rights standards, was renewed. One of the pillars of our strategy is the promotion of diversity and equality. The policy hence clearly defines the rejection of any type of discrimination in all of our activities. To guarantee this, we have a Global Diversity and Inclusion Strategy, and goals that are periodically monitored and renewed. To reinforce our commitment to diversity, we have agreements with organizations that specialize in promoting the incorporation and inclusion of diverse talent in the different countries in which we operate.

The preservation of labor rights is of special relevance among our commitments. We reject any type of child or forced labor in any form, guarantee equal opportunities and non-discrimination, protect against harassment of our workers, preserve the right to strike, freedom of association, and the right to collective bargaining in all countries in which we operate, and promote the reconciliation of professional and family life. We have implemented a set of tools that promote the protection of and respect for human rights to ensure due diligence in human rights in our activities.

As part of these due diligence mechanisms, we periodically evaluate potential human rights risks as part of the risk identification and assessment process known as Ferrovial Risk Management. For each risk, the responsible person identifies the controls implemented to mitigate or eliminate the risk, either by reference to its impact or its probability of occurrence. Similarly, we have a procedure for approving capital allocation operations, so that the analysis of all corporate operations carried out takes into account whether they may undermine our ethical principles, with special attention to human rights, social, good governance, and environmental aspects.

Additionally, Health, Safety and Well-being (HSW) is a fundamental value for Ferrovial and is supervised by the Board of Directors at each of the meetings held during the year. The Health and Safety Policy, approved by the Board, establishes the principles and values that guide the behavior of employees and collaborators in this matter, and is implemented through our HSW strategy approved in December 2019, which validity has been extended until 2026. The HSW strategy determines the path to follow to achieve our objectives, with special emphasis on operational excellence to improve the business for Serious Injury and Fatality (SIF) Prevention.

The extension of the strategy’s validity has been accompanied by a series of adjustments to adapt it to the changes that have arisen in the organization since its approval, defining a more operational approach based on three layers of protection:

•

Planning and preparation.

•

Control and verification.

•

Competence and awareness.

In addition, within the framework of the 2023 Safety, Health and Wellness Strategic Plan, various activities have been implemented in each of the pillars that make up the strategy:

•

Leadership.   The objective is that all workers inspire, care for, and are rigorous in complying with health, safety, and wellbeing measures. We seek to guide their leadership, in the way of approaching and applying health, safety, and wellbeing measures. In 2023, various initiatives were carried out, such as the third edition of the Health, Safety and Wellbeing Awards, which was renamed to Chairman HSW Awards (due to the Chairman’s sponsorship of the initiative), the implementation of leadership initiatives by appointed health and safety leaders, and the establishment of executive incident reviews in order to analyze “high

91

potential events” ​(events with the potential to have caused serious injury or fatality) and learn from them, taking the necessary remedial actions.

•

Competency.   The objective is to ensure that teams are competent, trained, and empowered to perform their duties. The “License to Operate” program, which aims to identify critical health, safety, and well-being positions by defining a set of specific competencies related to these functions, launched in 2020 and continues to operate. To reinforce this initiative, we have continued with the program on Safety Leadership for Supervisors and Managers, which purpose is to train leaders to supervise on safety and influence, advise, guide, direct and manage, as well as to develop basic leadership and safety management skills. In this way, frontline leaders are empowered to understand, communicate and drive health, safety and wellbeing.

•

Resilience.   The objective is to protect our employees, stakeholders, and Business Divisions in adverse circumstances, and as such continue to work on preventing high potential events. All of these high potential events are reported and analyzed weekly by the management committee, which carefully reviews them, extracting lessons learned. Some of the initiatives within the resilience pillar include: (i) expanded focus on High Potential Observations to preventively identify unsafe situations or actions that could trigger an event with the potential to be a severe or fatal accident, (ii) awareness campaigns, and (iii) development of a symposium, where the best health and safety practices of each of the toll roads concessions are shared in order to limit exposure to critical risks derived from road traffic.

•

Engagement.   The objective is to generate a learning environment that promotes knowledge sharing, innovation, and effective communication to inspire, motivate, and empower each employee to make a difference and create safer workplaces. In 2023, the following initiatives were launched under this pillar of the strategy: the third edition of the Health, Safety and Wellbeing week focused on the meaning of “I’m ready,” promoting employee health and wellbeing through different actions such as the extension of the employee psychological support programs that already existed in the U.S. and the U.K. to other geographies such as Spain, France, and Portugal and increasing the scope of the wellbeing project, HASAVI, to all geographies where we operate, both in terms of number of participants and total initiatives launched in relation to physical, mental and social health and wellbeing.

4.B.14 Recent Developments

See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments.”

4.C.   Organizational Structure

Ferrovial SE is the ultimate holding company for our subsidiaries. As of December 31, 2023, we had 250 (direct or indirect) subsidiaries and 37 equity-accounted companies. The following table sets out the subsidiaries and equity-accounted companies we consider significant as of December 31, 2023, the country of incorporation, and the percentage ownership and voting interest held by us.

Company	Country of Incorporation	Percentage Ownership and Voting Interest	Main Activities
Ferrovial Construcción, S.A. (through Spanish branch)	Spain	100.0%	One of the two head entities of the Construction Business Division (Spain)
Ferrovial Construction International SE (direct)	The Netherlands	100.0%	One of the two head entities of the Construction Business Division (excluding the U.S. construction business, for which Ferrovial Construction US Holding Corp. is the parent company)
Ferrovial Airports International SE (direct)	The Netherlands	100.0%	One of the two head entities of the Airports Business Division (excluding Spain and except U.S. airports business for which Ferrovial Airports Holding US Corp. is the parent company)

92

Company	Country of Incorporation	Percentage Ownership and Voting Interest	Main Activities
Cintra Infraestructuras España, S.L.U. (through Spanish branch)	Spain	100.0%	One of the three head entities of the Toll Roads Business Division (Spain)
Cintra Global SE (direct)	The Netherlands	100.0%	One of the three head entities of the Toll Roads Business Division
Cintra Infrastructures SE (direct)	The Netherlands	100.0%	One of the three head entities of the Toll Roads Business Division. It indirectly holds the various subsidiaries and affiliates responsible for the U.S. businesses across all Business Divisions
Ferrovial Infraestructuras Energéticas S.A.U. (through Spanish branch)	Spain	100.0%	Head entity of the Spanish energy infrastructure subdivision of the Energy Infrastructure and Mobility Business Division
407 International Inc (equity-accounted)	Canada	43.2%	Management of 407 ETR concession
IRB Infrastructure Developers Limited (equity-accounted)	India	24.9%	Management of network of toll roads in India
FGP Topco Limited (equity-accounted)	England and Wales	25.0%	Management of Heathrow concession

4.C.1 Group Structure

The Company is a holding company without material direct business operations. The principal assets of the Company are the equity interests that it directly or indirectly holds in our Companies.

The following summary corporate chart shows the major companies and the head companies of our Business Divisions.

(1)

Ferrovial SE is our parent company.

(2)

Ferrovial Construcción, S.A. is the head entity of the Spanish Construction Business Division. Ferrovial Construction International SE is the head entity of the global Construction Business Division, except for the U.S. construction business (see footnote 4), for which Ferrovial Construction US Holding Corp. is the parent company.

(3)

Ferrovial Airports International SE is the head entity of the global Airports Business Division, except for the U.S. airports business (see footnote 4), of which Ferrovial Airports Holding US Corp. is the parent company.

93

(4)

Cintra Infraestructuras España, S.L.U. is the head entity of the Spanish Toll Roads Business Division. Cintra Global SE and Cintra Infrastructures SE are the head entities of the global Toll Roads Business Division. Additionally, Cintra Infrastructures SE indirectly holds the various subsidiaries and affiliates that develop businesses in the U.S. pertaining to all of our Business Divisions, including Ferrovial Construction US Holding Corp. and Ferrovial Airports Holding US Corp.

(5)

Ferrovial Emisiones, S.A.U. and Ferrovial Netherlands B.V. are financing companies created for the purpose of raising financing for other Group Companies.

(6)

Ferrovial Infraestructuras Energéticas S.A.U. and Ferrovial Transco International B.V. are part of the Energy Business Division.

4.D.   Property, Plants, and Equipment

See “—B. Business Overview—12. Property, Plants, and Equipment.”

ITEM 4A.   UNRESOLVED STAFF COMMENTS

None.

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with the Audited Financial Statements, including the related notes thereto, included elsewhere in this registration statement. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

5.A.   Operating Results

5.A.1 Overview

We are one of the world’s leading infrastructure groups in terms of construction revenue, focusing our operations across toll roads, airports, construction, energy infrastructure, and mobility. For an overview of our activities, see “Item 4. Information on the Company—B. Business Overview.”

5.A.1.1 Description of segments

We undertake our activities through the following four operating divisions, or lines of business, which also correspond to our reporting segments (the Business Divisions) under IFRS 8:

•

Toll Roads: Our activities in the Toll Roads Business Division include the development, financing and operation of toll road projects. We conduct our operations in this Business Division through Cintra, a wholly owned subsidiary of the Company, and mainly operate in Canada through 407 ETR, in the United States through the Texas Managed Lanes, Virginia’s I-66 and North Carolina’s I-77, as well as in India, through IRB.

•

Airports: Our activities in the Airports Business Division include the development, financing and operation of airports. We participate in the airport industry principally through our indirect holding in HAH, operating the Heathrow airport; AGS, operating the Aberdeen, Glasgow and Southampton airports; YDA Havalimani Yatirim ve Isletme A.S., operating the Dalaman airport and NTO, established to design, build and operate the NTO at JFK Airport in New York.

•

Construction: Our activities in the Construction Business Division include the design and execution of various public and private works, with an emphasis on public infrastructures. We conduct our construction activities through Ferrovial Construcción, S.A., a wholly owned subsidiary of the Company and a leading Spanish construction company in terms of revenue with over 90 years of experience in the industry.

•

Energy Infrastructure and Mobility: The Energy Infrastructure and Mobility Business Division was reported as a stand-alone Business Division starting in 2022. Our activities in this Business Division mainly consist of the development, financing and operation of power transmission lines and renewable energy generation plants, mobility, waste management plants and services to the mining industry in Chile.

94

We generally use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, and some minor subsidiaries.

In December 2022, we concluded the divestment of the Services Business Division. The process, which began in December 2018, was driven by our strategy to focus on the development of our infrastructure business. Certain assets that were previously included under the Services Business Division, such as the waste management plants of Amey in the U.K., were retained and reassigned to other Business Divisions. For further discussion on the conclusion of the Services Business Division’s divestment process, see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business Divisions—5. Discontinued Operations (Services).”

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is part of the Construction Business Division, and the energy infrastructure business line, which is part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments” for a description of the partial reorganization.

5.A.2 Material Factors Affecting Results of Operations

Our results of operations and financial condition are affected by a variety of factors, a number of which are outside of our control. Set out below is a discussion of the most significant factors that have affected our financial results during the periods under review and which we currently expect to affect our financial results in the future. Factors other than those set forth below could also have a significant impact on our results of operations and financial condition in the future (see “Item 3. Key Information—D. Risk Factors”).

5.A.2.1 Inflationary pressures and energy and commodity prices

We are exposed to inflationary pressures as well as the impact of the energy and commodity prices, which have varying effects on our Business Divisions. In the Construction Business Division, inflationary pressures typically have a negative effect on our costs base through increases in costs of materials consumed, particularly cement, concrete, steel rebars and bitumen (or asphalt), energy costs and an increase in personnel expenses. Furthermore, economic recovery following the winding down of COVID-19 restrictions has, to some degree, contributed to increase in the demand on certain raw materials worldwide, causing a spiral of price increases and stressing supply chains. For example, in 2022, inflationary pressures and the increase in the demand on certain raw materials contributed to the increase in our cost of materials consumed by 10.3% to EUR 1,197 million from EUR 1,085 million in 2021, which had an adverse impact on our operating profit and operating margin.

Particularly in the Construction Business Division, we have two key mechanisms in place to mitigate the effects of inflationary pressures: through direct claims to our customers or, where possible, through the use of price adjustment mechanisms, which are included in some of our agreements. Such pass-through mechanisms may be more common in some jurisdictions, such as, for example, Spain and Poland, than others, such as the United States, where they are not frequently used. However, due to particular contractual provisions or otherwise, we may not always be able to effectively pass through the costs to our customers. Thus, we may remain subject to market risk with respect to inflationary pressures and increases in commodity prices.

In the Toll Roads Business Division, our asset toll rates are either linked to the inflation index, allowing us to regularly update the toll rates based on the latest economic situation, or can be freely set. Thus, inflationary increases typically have a strong positive impact on the Toll Roads Business Division’s revenues. The rising fuel prices, on the other hand, tend to adversely impact traffic levels, particularly if home working arrangements are more common. This, in turn, may have a negative effect on the Toll Roads Business Division’s traffic and consequently revenues. Additionally, in the Airports Business Division, the airlines may pass any increases in fuel prices on to their customers through increases in the prices of flights, which could lead to decline in the air travel demand.

95

5.A.2.2 Foreign exchange rates

Our functional currency is the euro. However, we operate internationally and hold assets, incur liabilities, generate revenues and pay expenses in a variety of currencies other than the euro. As a result, our results of operations are affected by exchange rate fluctuations between the euro and other currencies in which we conduct and plan to continue conducting transactions. We are particularly exposed to the U.S. dollar, Canadian dollar, Polish zloty, Indian rupee, and pound sterling. For example, in 2023, such currencies led to translation differences of EUR (83) million, net of the effect of foreign currency hedging instruments, with appreciation of the Canadian dollar and U.S. dollar against the euro.

Overall, our foreign exchange rate risk arises from: (i) our international presence, through our investments and businesses, in countries that use currencies other than the euro, (ii) debt denominated in currencies other than that of the country where the business is conducted or the home country of the company incurring such debt, and (iii) trade receivables or payables in a foreign currency to the currency of the company with which the transaction was registered.

In order to reduce foreign currency translation exposure, we seek to denominate borrowings in the currencies of our principal assets and cash flows. We also manage foreign currency transactional exposure by selectively hedging our exposure. We also adopt a natural hedging strategy and, to the extent reasonably possible, seek to align the currency of inflows and outflows to minimize foreign exchange exposure.

5.A.2.3 COVID-19 pandemic

In 2020, the COVID-19 pandemic and the implementation of associated responsive measures by governments in the jurisdictions in which we operate affected our business results across all Business Divisions, particularly Toll Roads and Airports. Specifically, in 2020, revenue for the Toll Roads Business Division declined by 28.8%, in comparison to the prior year, to EUR 439 million. The equity contribution from Airports, reflected in the Group’s share of profits of equity-accounted companies, also declined to a loss of EUR 439 million in 2020. In 2021, with certain countries partially lifting COVID-19 restrictions, the demand for our activities somewhat increased, which positively impacted revenues across our Business Divisions. In 2021, Toll Roads Business Division revenue increased by 33.9% to EUR 588 million, in comparison to 2020, and the equity contribution from Airports (HAH and AGS), reflected in our share of profits of equity-accounted companies, also increased by 42.3% to a loss of EUR 258 million in 2021 from a loss of EUR 447 million in 2020.

For example, in the Airports Business Division, in 2021, the number of passengers at Heathrow as well as Aberdeen, Glasgow and Southampton airports remained at low levels compared to the numbers prior to the start of COVID-19 pandemic. We believe that the passenger trend was directly related to the evolution of the COVID-19 pandemic during 2021, from new outbreaks to successful vaccination campaigns and reopening of borders. The table below presents the passenger traffic for the Heathrow, Aberdeen, Glasgow and Southampton and Dalaman airports to illustrate how the COVID-19 pandemic affected the Airports Business Division in the period under review.

​	For the year ended December 31,
​	2023		2022		2021
​	(in million passengers)(1)
Heathrow	​	79.2	​	61.6	​	19.4
Aberdeen, Glasgow and Southampton	​	10.4	​	9.2	​	3.5
Dalaman	​	5.2	​	4.5	​	2.3

(1)

“Passenger traffic” represents the total number of incoming and outgoing passengers at the airport in a particular period.

During 2023, we believe that airport traffic continued to show a positive evolution following the lifting of restrictions in 2022, with Heathrow having its busiest December on record and increased traffic across all of our operative airports.

We believe that in 2022 operations generally returned to their pre-COVID-19 structure, with the countries in which we operate lifting the remaining restrictions on mobility and on economic activities. However, the return to regular operations was uneven as the pace with which the regulatory restrictions were lifted was irregular,

96

varying by country, and with some irregularity caused by the new variants and successive waves, especially with the Omicron variant at the start of 2022.

Overall, we believe that the lifting of COVID-19 restrictions in 2023 had a positive impact on its results across Business Divisions with revenues in each of Construction, Toll Roads, Airports and Energy Infrastructure and Mobility Business Divisions, increasing by 9.4%, 39.1%, 48.1%, and 12.8%, respectively, in comparison to 2022.

In 2023, the Toll Roads Business Division experienced significant growth, primarily attributed to the removal of all COVID-19 restrictions, resulting in increased mobility and travel, with the traffic on 407 ETR and the U.S. Managed Lanes showing consistent improvement.

The table below sets out the airport passenger traffic by quarter and for the year ended December 31, 2023, compared to the same periods in 2019, before the start of the COVID-19 pandemic.

Passenger trends(1)	Q1-23			Q2-23			Q3-23			Q4-23			2023
Heathrow	​	(6)	%	​	(3)	%	​	—	%	​	(1)	%	​	(2)	%
Aberdeen	​	(24)	%	​	(23)	%	​	(21)	%	​	(22)	%	​	(22)	%
Glasgow	​	(22)	%	​	(16)	%	​	(20)	%	​	(9)	%	​	(17)	%
Southampton	​	(59)	%	​	(59)	%	​	(59)	%	​	(53)	%	​	(58)	%
TOTAL AGS	​	(28)	%	​	(23)	%	​	(25)	%	​	(17)	%	​	(23)	%
Dalaman	​	23	%	​	1	%	​	4	%	​	27	%	​	7	%

(1)

Compared to the same periods in 2019.

The tables below set out the toll roads traffic volume trends by quarter and for the year for the year ended December 31, 2023, compared to the similar periods in 2019 and 2022:

Traffic trends(1)	Q1-23			Q2-23			Q3-23			Q4-23			2023
407 ETR	​	(15)	%	​	(5)	%	​	(4)	%	​	(7)	%	​	(8)	%
NTE	​	15	%	​	22	%	​	20	%	​	19	%	​	19	%
LBJ	​	(9)	%	​	(5)	%	​	(11)	%	​	(12)	%	​	(9)	%
NTE 35W	​	13	%	​	8	%	​	(14)	%	​	(9)	%	​	(1)	%

(1)

Compared to the same periods in 2019.

Traffic trends(*)	Q1-23			Q2-23			Q3-23			Q4-23			2023
407 ETR	​	28	%	​	18	%	​	9	%	​	9	%	​	15	%
NTE	​	15	%	​	10	%	​	9	%	​	6	%	​	10	%
LBJ	​	14	%	​	8	%	​	11	%	​	9	%	​	10	%
NTE 35W	​	2	%	​	(3)	%	​	(16)	%	​	(13)	%	​	8	%

(*)

Compared to the same periods in 2022.

COVID-19 also impacted our cost base with increased costs in relation to certain materials, such as cement, concrete, steel rebars and bitumen (or asphalt) and staffing.

Overall, we believe that COVID-19 also had a significant influence on the change in the habits of infrastructure use with (i) hybrid work models becoming increasingly common, which has a negative impact on toll road revenues as a result of decreasing traffic on peak hours, and (ii) the increased traffic recorded by heavy vehicles, related to the increase in e-commerce, across all major jurisdictions where we operate.

5.A.2.4 Impact of macroeconomic factors and conflict in Ukraine

Russia’s invasion of Ukraine in February 2022 has had an adverse effect on the global geopolitical and economic environment. Although we believe that its direct exposure to the conflict in Ukraine is limited, as we primarily operate across the United States, Spain, Poland, the United Kingdom and Canada, the

97

macroeconomic scenario resulting from this situation translates into generalized price increases, mainly in energy and raw materials, labor costs, supply problems and difficulties in the distribution chain of certain materials, especially in the construction sector. The above factors also impact interest rates, which affect the banking and financing market and hence our financing options.

While the conflict in Ukraine is still ongoing, we developed an action plan to mitigate its potential negative effects, particularly as it relates to our Construction Business Division. Such action plan includes continuous reporting to directors, managers and projects on the situation of the purchase prices of basic materials, their possible evolution and risks in order to make the best purchasing decisions; weekly monitoring of the situation in the different countries with activity and main projects to identify issues and provide assistance to the Group’s procurement department; communication with our bidding department to provide information on prices and their possible evolution; as well as analysis of financial hedging for certain basic materials, and support to Budimex due to the special impact of the ongoing conflict in Ukraine on Poland.

Our Construction Business Division has been the most affected by the Ukraine conflict due to its effects on the increase in the costs of certain materials, such as cement, concrete, steel rebars and bitumen (asphalt), energy costs and employee salaries. All of the abovementioned factors put pressure on our profit margins, which varied depending on the geography. For example, we estimate that, in 2022, the conflict in Ukraine had a negative impact on the Construction Division’s operating income of approximately EUR 100 million. The conflict in Ukraine also exacerbated the global inflation levels and caused problems in the supply and distribution chain of certain materials, causing delays and reducing supply. For further details, see “—1. Inflationary pressures and energy and commodity prices.”

5.A.2.5 Seasonality

Revenue and cash flow in the Toll Roads, Construction and Airports Business Divisions is also partially impacted by seasonal factors, including weather conditions and holiday seasons, which drive demand for transport infrastructure. The Toll Roads Business Division revenue is affected by seasonal changes in traffic volumes, with typically lower traffic in the winter months due to adverse climate conditions. We believe that this trend has recently been exacerbated in the Toll Roads Business Division as a result of the increase in hybrid work models and work flexibility.

The Construction Business Division is also affected by weather conditions, typically experiencing lower revenues in the first quarter of the year. For example, in the first quarter of the year ended December 31, 2023, Construction Business Division revenues amounted to EUR 1,492 million, compared to EUR 1,766 million, EUR 1,881 million and EUR 1,931 million in the second, third and fourth quarters of 2023, respectively.

The Airports Business Division is also affected by seasonal trends, including holiday seasons. For example, in the third quarter of the year ended December 31, 2023, Dalaman airport’s revenues amounted to EUR 39 million, in contrast with EUR 2 million and EUR 9 million in the first and fourth quarters, respectively, as the airport is much busier during the summer holidays.

5.A.2.6 Liquidity management and investments

Our infrastructure assets must be able to secure significant levels of financing to be able to carry out their operations. Certain of the industries in which we operate, such as airports and toll roads, are by nature capital-intensive businesses. Therefore, the development and operation of infrastructure concession assets require a high level of financing. As a result, our business is sensitive to the availability, cost and other terms of financing. We have established mechanisms to preserve the necessary levels of liquidity with periodic procedures that include cash generation forecasts and cash requirements, both for the different short-term collections and payments as well as long-term obligations. See “Item 3. Key Information—D. Risk Factors—3. Risks Relating to Our Structure and Financial Risks—6. We may not be able to effectively manage the exposure of our liquidity risk, which could have a material adverse effect on our business, financial condition, and results of operations.” For further details on our liquidity position, see “—B. Liquidity and Capital Resources.”

5.A.2.7 Regulatory matters

Our activities are subject to various regulations by governments and other regulatory bodies across the jurisdictions where we operate, including specific aviation, toll road, waste management and treatment, as well

98

as public procurement and construction sector regulations. For further details, see “Item 4. Information on the Company—B. Business Overview—10. Regulatory Environment.”

We spend significant resources, mainly accounted for as part of personnel expenses and other operating expenses, to support compliance with a broad and varied range of regulatory requirements. Failure to comply with regulations could lead to supply interruptions, product recalls, and/or regulatory enforcement action and fines from regulators. For additional information on the impact of the regulated environment on our business, see “Item 3. Key Information—D. Risk Factors—2. Risks Related to Legal, Regulatory, and Industry Matters—1. We operate in highly regulated environments that are subject to changes in regulations and are subject to risks related to contracts with government authorities, which could have a material adverse effect on our business, financial condition, and results of operations” and “—2. We operate in highly regulated environments and are subject to risks related to the granting of permits and rights-of-way and securing land rights, which could have a material adverse effect on our business, financial condition, and results of operations.”

5.A.3 Factors Affecting Comparability of Our Results of Operations

5.A.3.1 Changes in the scope of consolidation and business combinations

Changes in 2023

On June 5, 2023, we agreed to sell our 89.2% stake in our Portuguese toll road concession Euroscut Azores to infrastructure funds Horizon Equity Partners and RiverRock for EUR 42.6 million. The total sale price later increased to EUR 43.4 million following the fulfillment of the conditions precedent to the ticking fee provision in the purchase agreement. The sale was completed, and the transaction funds were received, on December 28, 2023.

On December 20, 2023, we completed the sale of our 50.0% stake in the Energy Infrastructure and Mobility Business Division’s business Car Sharing Mobility Services, S.L. (Zity) to the Renault Group. The Renault Group, which held a 50.0% stake in the entity prior to the sale, has acquired full ownership following completion of the transaction.

Changes in 2022

On June 10, 2022, we entered into a joint venture agreement to acquire 49.0% share in JFK NTO, which is responsible for the remodeling, construction, financing, operation and maintenance of the NTO facilities at New York’s JFK Airport. Also on June 10, 2022, the concession agreement between JFK NTO and the Port Authority of New York and New Jersey, as well as the financing and construction contracts between the concession operator, the financing banks and the design and build contract came into force. The ownership interest in the project is consolidated using the equity method.

On July 19, 2022, we acquired a 60.0% stake in Dalaman Airport from YDA Group for EUR 144.0 million, of which EUR 119.2 million were paid as of December 31, 2022, EUR 15.2 million corresponds to a deferred payment made in October 2023, and the remaining EUR 9.9 million corresponds to an estimated variable payment dependent on the Dalaman Airport’s international passenger volume. YDA Havalimani Yatirim ve Isletme A.S. holds the concession agreement for the Dalaman International Airport and other ancillary buildings’ terminal management until 2042. The ownership interest in the project is fully consolidated.

In November 2022, we, through our toll road subsidiary Cintra, increased our interest in the I-77 toll road in North Carolina, U.S., by 7.1% (for a total of 72.2%) for USD 109 million (EUR 104 million).

In December 2022, we sold our Amey business in the United Kingdom for GBP 264.6 million (EUR 301.3 million), with no further price adjustments. The transaction generated a net capital gain of EUR 58.3 million. Amey’s sale concluded the divestment of our Services Business Division, with the exception of certain assets that were kept and reclassified within the Group. For further discussion on the conclusion of the Services Business Division’s divestment process, see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business Divisions—5. Discontinued Operations (Services).”

On January 31, 2022, we completed the sale of the Spanish Infrastructure Services business to Portobello for approximately EUR 175 million after price adjustment. For further details, see “Item 4—A. History and

99

Development of the Company—2. Summary of Historical Investments and Divestments—7. Divestment of Infrastructure Services business in Spain.”

Changes in 2021

On December 17, 2021, we, through our toll road subsidiary Cintra, acquired an additional 5.7% stake in the concession operator I-66 Express Mobility Partners Holding LLC, increasing our stake to 55.7%, for USD 182 million (c. EUR 162 million). As a result of the stake increase, we took control of the concession operator, and therefore the interest in the concession operator became fully consolidated from its previous equity-accounted status.

On December 29, 2021, we completed the acquisition, through our subsidiary Cintra INR Investments BV, of a 24.9% stake of IRB for EUR 369 million.

On December 1, 2021, we completed the sale of our environmental services business in Spain and Portugal to PreZero International GmbH, a Schwarz Group company, for an equity value of EUR 1,032 million. The transaction generated a net capital gain of EUR 335 million.

In June 2021, Budimex, our construction subsidiary in Poland, sold its real estate business (Budimex Nieruchomości) for PLN 1,513 million (EUR 330 million).

5.A.3.2 Financial Risk Management

Our business is affected by changes to the financial variables that have an impact on our accounts, these being mainly foreign exchange risk, liquidity management risk, interest rate risk, inflation, credit, variable income and capital management. The main financial risks and how we manage them is summarized below.

5.A.3.2.1 Exposure to interest rate fluctuations

We and our businesses are subject to interest rate fluctuations that may affect our net financial expense, as well to measurement of financial instruments arranged at fixed interest rates. We manage interest rate risk with the goal of optimizing the financial expense we bear and achieve suitable proportions of fixed and variable rate debt based on our portfolio (assets and liabilities) and market conditions.

5.A.3.2.2 Exposure to foreign exchange fluctuations

We regularly monitor our expected net exposure with regard to each currency by assessing the expected cash flows over coming years (both for dividends receivable and for potential investments or divestments), balance sheet valuations and free cash flow generation. We establish our hedging strategy by analyzing past changes in foreign exchange rates, establishing monitoring mechanisms such, as future projections and comparing currency levels to its fundamental valuation or long-term equilibrium rates.

5.A.3.2.3 Exposure to credit and counterparty risk

Some of our main financial assets are exposed to credit or counterparty risk, such as investments in financial assets, non-current financial assets, net financial derivatives or trade and other receivables. We actively monitor these risks with each bank, territory and customer by analyzing the performance of risk through internal credit quality studies. Also, internal regulations establish maximum investment limits for each of our counterparties.

5.A.3.2.4 Exposure to liquidity risk

We have established mechanisms to preserve the level of liquidity that reflect the cash generation and needed projections, in relation to both short-term collections and payments and obligations to be met at long-term.

5.A.3.2.5 Exposure to equities risk

We are exposed to risks relating to the fluctuation of our share price. This exposure arises specifically from the risk of appreciation of share-based remuneration schemes. These plans are hedged through equity swaps. Since these equity swaps are not classified as hedging derivatives, their market value has an impact on profit or loss.

100

5.A.3.2.6 Exposure to inflation risk

Revenue from infrastructure projects is associated with prices tied to inflation (for example, toll road concession contracts). Therefore, an increase in inflation would increase the cash flow derived from assets of this nature. For example, the recent rise in inflation rates may have an adverse effect on operating margins under construction contracts. This risk is partially mitigated in certain jurisdictions by inflation-related price adjustments in contractual clauses (e.g., Spain and Poland). We also make our best efforts to hedge inflation risk by closing the main direct costs when the tender is accepted.

5.A.3.2.7 Capital management

We aim to achieve a debt-equity ratio that makes it possible to optimize costs while safeguarding our capacity to continue managing our recurring activities and to grow through new projects that create shareholder value. Our objective is to maintain a low level of indebtedness to retain our current investment grade rating. In order to achieve this goal, we have established a financial policy consisting of the maintenance of a ratio of net debt (gross debt less cash) to Adjusted EBITDA plus dividends from projects of no more than two times.

5.A.4 Recent Developments

See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments.”

5.A.5 Description of Key Line Items

Set forth below is a brief description of the composition of certain line items of the consolidated income statement. This description must be read in conjunction with the significant accounting policies elsewhere in this section and in the Audited Financial Statements.

5.A.5.1 Revenues

Most of our revenues come from: (i) contracts with customers, which include public, private or internal entities, for services in the Construction Business Division; (ii) fees from users of toll roads in the Toll Roads Business Division, (iii) concession contracts from clients in the Airports Business Division and (iv) other activities. Revenues also include the financial income for the services provided by the concession operators that apply the financial asset model.

5.A.5.2 Other operating income

Other operating income includes mainly income from the impact of the certain public grants related to our operations.

5.A.5.3 Materials consumed

Materials consumed include expenses related to energy and materials’ consumption, primarily in relation to our Construction Business Division.

5.A.5.4 Other operating expenses

Other operating expenses include work carried out by other companies and changes in provisions for each year including subcontracted works, leases, repairs and maintenance, independent professional services, changes in provisions for liabilities and other operating expenses.

5.A.5.5Personnel expenses

Personnel expenses consist of expenses related to wages and salaries, social security, pension plan contributions, share-based payments and other welfare expenses of our employees.

5.A.5.6Fixed asset depreciation

Fixed asset depreciation consists mainly of depreciation related to our fixed assets such as property, plant and equipment.

101

5.A.5.7Impairment and disposal of fixed assets

Impairment and disposal of fixed assets refers to gains or losses related to the sale of our fixed assets such as property, plant and equipment.

5.A.5.8Net financial income/(expense) from infrastructure projects and ex-infrastructure projects

Part of our activities, primarily in the Toll Roads and Airports Business Divisions but also, to some extent, in the Construction and Energy Infrastructure and Mobility Business Divisions, consist of the development of infrastructure projects through long-term arrangements with public authorities, under which a concession operator, in which we have an ownership interest together with other shareholders, finances the construction or upgrade of public infrastructure, mainly with borrowings secured by the project cash flows and capital contributed by shareholders, and subsequently operates and maintains the infrastructure. Key examples of such infrastructure projects include the Texas Managed Lanes and I-66 Managed Lanes.

In some cases, the construction and subsequent maintenance of the infrastructure projects are subcontracted by the concession operators to the Group’s Construction Business Division.

In order to aid in understanding our financial performance, we disclose our net financial income / (expense) separately for (i) infrastructure projects and (ii) excluding infrastructure projects:

•

Net financial income/(expense) from infrastructure projects consists of financial income from financing of our infrastructure projects minus the accrued financial expenses and expenses capitalized during the construction period.

•

Net financial income/(expense) from ex-infrastructure projects consists of income from external borrowing costs and from financial investments and includes the impact of derivatives and other fair value adjustments.

For further description of our infrastructure project companies, see “—B. Liquidity and Capital Resources—​6. Non-IFRS Measures: Liquidity and Capital Resources—1. Consolidated Net Debt.”

5.A.5.9Share of profits of equity-accounted companies

Share of profits of equity-accounted companies reflects the effect in our consolidated income statement relating to our companies consolidated by means of equity accounting.

5.A.5.10Profit/(loss) before tax from continuing operations

Profit/(loss) before tax from continuing operations represents our operating profit/(loss) after net financial income/(expense) and including share of profits of equity-accounted companies.

5.A.5.11Income tax / (expense)

Income tax / (expense) consists of our current tax payable on the taxable profit for the period after applying allowable deductions, changes in deferred tax assets and liabilities, and tax credits.

5.A.5.12Profit/(loss) net of tax from discontinued operations

Profit / (loss) net of tax from discontinued operations refers to income from discontinued operations and includes all income and costs generated from our Services and Construction Business Divisions, including divestments of businesses. It also includes an impairment loss equal to the difference between the estimated fair value of the assets and their carrying amount.

5.A.5.13Net profit/(loss)

Net profit / (loss) accounted for using the equity method reflecting the effect in our consolidated income statement relating to companies consolidated by means of equity accounting.

5.A.5.14Net Profit/(loss) attributed to non-controlling interests

Net Profit / (loss) attributed to non-controlling interests refers to the profits we obtain that may be allocated to other partners with a stake in the said companies.

102

5.A.6 Results of Operations

The following tables set out our consolidated results of operations for the periods indicated.

5.A.6.1 Comparison Results of Operations for the Years Ended December 31, 2023 and December 31, 2022

Unless stated otherwise, numbers in this section have been derived from the Audited Financial Statements. For a discussion of the presentation of our historical financial information included in this registration statement, see “Presentation of Financial and Other Information.”

Our consolidated results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, are discussed below.

​	For the year ended December 31,
​	2023		2022		% Variation
​	(in millions of euros)
Revenues	​	8,514	​	7,551	​	12.8%
Other operating income	​	1	​	2	​	(50.0)%
Revenues and other operating income	​	8,515	​	7,553	​	12.7%
Materials consumed	​	1,047	​	1,197	​	(12.5)%
Other operating expenses	​	4,878	​	4,182	​	16.6%
Personnel expenses	​	1,599	​	1,446	​	10.6%
Total operating expenses	​	7,524	​	6,825	​	10.2%
Fixed asset depreciation	​	401	​	299	​	34.1%
Impairment and disposal of fixed assets	​	35	​	(6)	​	(683.3)%
Operating profit/(loss)	​	625	​	423	​	47.8%
Net financial income/(expense) from financing	​	(328)	​	(243)	​	35.0%
Profit/(loss) on derivatives and other net financial income/(expense)	​	(44)	​	(122)	​	63.9%
Net financial income/(expense) from infrastructure projects	​	(372)	​	(365)	​	1.9%
Net financial income/(expense) from financing	​	111	​	1	​	—%
Profit/(loss) on derivatives and other net financial income/(expense)	​	31	​	47	​	(34.0)%
Net financial income/(expense) from ex-infrastructure projects	​	142	​	48	​	195.8%
Net financial income/(expense)	​	(230)	​	(317)	​	27.4%
Share of profits of equity-accounted companies	​	215	​	165	​	30.3%
Profit/(loss) before tax from continuing operations	​	610	​	271	​	125.1%
Income tax/(expense)	​	(115)	​	(30)	​	283.3%
Profit/(loss) net of tax from continuing operations	​	495	​	241	​	105.4%
Profit/(loss) net of tax from discontinued operations	​	16	​	64	​	(75.0)%
Net profit/(loss)	​	511	​	305	​	67.5%
Net profit/(loss) for the year attributed to non-controlling interests	​	(170)	​	(117)	​	45.3%
Net profit/(loss) for the year attributed to the parent company	​	341	​	188	​	81.4%

Revenues

Revenues increased by 12.8% to EUR 8,514 million in 2023 from EUR 7,551 in 2022, primarily due to the improvement in results across Business Divisions and particularly in the Toll Roads and Construction Business Divisions.

103

The table below sets out our revenues by Business Division for the years ended December 31, 2023 and 2022:

​	For the year ended December 31,
​	2023		2022		% Variation
​	(in millions of euros)
Toll Roads	​	1,085	​	780	​	39.1%
Airports	​	80	​	54	​	48.1%
Construction	​	7,070	​	6,463	​	9.4%
Energy Infrastructure and Mobility	​	334	​	296	​	12.8%
Others(1)	​	181	​	178	​	1.7%
Adjustments(2)	​	(236)	​	(220)	​	7.3%
Total	​	8,514	​	7,551	​	12.8%

(1)

Others include management revenues of headquarters and certain other immaterial non-operating entities.

(2)

Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

Our Toll Roads Business Division revenue increased by 39.1% to EUR 1,085 million in 2023 from EUR 780 million in 2022. This increase was mainly due to the traffic increase and toll rates increases, together with the opening of I-66 in November 2022. All Managed Lanes revenue-per-transaction grew compared to 2022. Particularly, within this Business Division:

•

NTE 1-2 revenues increased by 19.0% to USD 289 million (EUR 267 million), which was mainly driven by the post-pandemic increase in traffic and higher toll rates.

•

NTE 35W revenues increased by 39.4% to USD 234 million (EUR 217 million), which was mainly driven by the opening of segment 3C in June 2023.

•

LBJ revenues increased by 20.9% to USD 193 million (EUR 178 million), which was primarily driven by the post-pandemic increase in traffic and higher toll rates.

•

I-77 revenues increased by 50.5% to USD 91 million (EUR 84 million), which was primarily driven by the post-pandemic increase in traffic and higher toll rates.

•

I-66 revenues amounted to USD 167 million (EUR 155 million), which was driven by the opening of the project in November 2022.

Our Airports Business Division revenue increased by 48.1% to EUR 80 million in 2023 from EUR 54 million in 2022. This increase was primarily impacted by Dalaman airport’s revenues following the consolidation of the entity into the Group in July 2022.

Our Construction Business Division revenue increased by 9.4% to EUR 7,070 million in 2023 from EUR 6,463 million in 2022. This increase was primarily driven by the performance of Budimex. Particularly, within the Business Division:

•

Budimex revenues increased by 17.3%, which was mainly driven by its building and civil works activities due to its portfolio of contracts in progress and exceeding forecasts supported by good weather, as well as new projects awarded in 2022.

•

Webber revenues increased by 8.9%, which was driven mainly by higher sales in its water and heavy civil works activities as a result of recent project awards.

•

Ferrovial Construction increased by 5.3%, which was mainly driven by growth in the Spanish market (both civil works and non-residential buildings) and the Australian market, in connection with the execution of the Sydney Metro and Coffs Harbour Bypass projects, partially offset by lower activity in North America due to the completion of several large projects at the same time several other projects commenced.

Our Energy Infrastructure and Mobility Business Division revenue increased by 12.8% to EUR 334 million in 2023 from EUR 296 million in 2022, which was primarily driven by activities related to waste management in the UK and the Group’s services activities in Chile.

104

Other operating income

Other operating income decreased by 50.0% to EUR 1 million in 2023 from EUR 2 million in 2022, which was driven by a decrease in construction operating subsidies received.

Revenues and other operating income

Revenues and other operating income increased by 12.7% to EUR 8,515 million in 2023 from EUR 7,553 million in 2022 due to the corresponding increase in revenues.

Materials consumed

Materials consumed decreased by 12.5% to EUR 1,047 million in 2023 from EUR 1,197 million in 2022, primarily due to the stabilization of raw materials’ prices, which had significantly increased in 2022 due to the conflict in Ukraine.

Other operating expenses

Other operating expenses increased by 16.6% to EUR 4,878 million in 2023 from EUR 4,182 million in 2022, primarily due to a Construction Business Division project in the U.S., where losses were recognized as a result of an increase of the expected costs to complete the works that was caused by unexpected events occurring throughout the year and partially offset by the expected recovery of related claims.

Personnel expenses

Personnel expenses increased by 10.6% to EUR 1,599 million in 2023 from EUR 1,446 million in 2022. This was primarily driven by an increase in our workforce, which grew by 608 employees, an increase of 2.5% with respect to the prior year and mainly driven by the Construction Business Division as well as a generalized increased in the average wage.

Fixed asset depreciation

Fixed asset depreciation increased by 34.1% to EUR 401 million in 2023 from EUR 299 million in 2022, primarily due to the opening of toll road I-66 in November 2022.

Impairment and disposal of fixed assets

Impairment and disposal of fixed assets increased to income of EUR 35 million in 2023 from a loss of EUR 6 million in 2022, which was primarily driven by the sale of our 89.2% stake in the toll road Euroscut Azores, which resulted in a capital gain of EUR 41 million.

Net financial income/(expense) from infrastructure projects

Net financial expense from infrastructure projects increased by 1.9% to a loss of EUR 372 million in 2023 from a loss of EUR 365 million in 2022, which was primarily driven by:

•

increase in net financial expense financing, which amounted to EUR 328 million in 2023, as compared to EUR 243 million in 2022, an increase of 35.0%, which was primarily driven by the borrowing costs of infrastructure project companies and the decrease in capitalized expenses in the I-66 toll road as it entered into operation in November 2022; and

•

decrease in loss on derivatives and other net financial (expense) to a loss of EUR 44 million in 2023, as compared to a loss of EUR 122 million in 2022, a decrease of 63.9%, which was primarily related to the positive variation in the performance of Autema’s insurance-linked security (ILS) derivative.

Net financial income/(expense) from ex-infrastructure projects

Net financial income from ex-infrastructure projects increased to EUR 188 million in 2023 from an income of EUR 48 million in 2022, which was primarily due to:

105

•

increase in net financial income from financing, which amounted to EUR 111 million in 2023 from EUR 1 million in 2022, driven by the increase in returns on our cash resources in Poland and the U.S., partially offset by our cash hedging strategy in Canada, where cash flows are hedged in euro due to no expected liabilities in Canadian dollars, as well as by an increase in external borrowing costs (in particular, higher interest rates on our ECP and corporate credit lines); and

•

decrease in profit on derivatives and other net financial income, which was EUR 31 million in 2023 as compared to a profit of EUR 47 million in 2022, a decrese of 34.0% primarily driven by the positive impact in 2022 of the termination of our hedging arrangement contracted in connection with the expected issuance of a corporate bond, which was ultimately not issued.

Net financial income/(expense)

Net financial expense decreased by 27.4% to an expense of EUR 230 million in 2023 from an expense of EUR 317 million in 2022, primarily due to the receipt of higher financial income from ex-infrastructure project companies.

Share of profits of equity-accounted companies

Share of profits of equity-accounted companies increased by 30.3% to EUR 215 million in 2023 from EUR 165 million in 2022, primarily due to the contribution to results of 407 ETR (EUR 154 million), IRB (EUR 14 million), Serveo Group (EUR 11 million), JFK NTO (EUR 4 million) and other equity-accounted entities (EUR 32 million).

Under share of profits of equity-accounted companies, in 2023, we recorded results of EUR 0 million and EUR 0 million contributed by HAH and AGS, respectively, as compared to a result of EUR 0 million and EUR 0 million contributed by HAH and AGS, respectively, in 2022. This resulted from application of IAS 28, according to which, if the shareholder’s share in losses of the associate equals or exceeds the amount of its share in the associate, the shareholder shall cease to recognize its share in the additional losses, unless there are legal or constructive obligations justifying the recognition of a liability for additional losses once the investment value is reduced to zero. The considerable losses posted in 2019 and 2020 in HAH and AGS reduced our investments in HAH and AGS to zero, as prior-year losses exceeded the amount of investment, and there was no commitment to inject additional funds per IAS 28.

In terms of the overall operational performance, Heathrow airport revenue increased by 26.6% to GBP 3,687 million in 2023, which was driven by an increase in airport traffic throughout the year. AGS airports revenue increased by 18.9% to GBP 198 million in 2023, which was also driven by an increase in airport traffic.

407 ETR’s revenues increased by 12.7% to CAD 1,495 million in 2023, which was driven largely by the lifting of the COVID-19 restrictions by the province of Ontario and the resulting increases in traffic, with return-to-work policies in place, supported by rehabilitation construction works in competing Highway 301 and favorable weather conditions. 407 ETR’s net result increased by 30.3% to CAD 567 million, with our share thereof being CAD 225 million (EUR 154 million) in 2023, from CAD 435 million, with our share thereof being CAD 169 million (EUR 124 million) in 2022.

Income tax / (expense)

Our income tax expense increased to EUR 115 million in 2023 from an expense of EUR 30 million in 2022. The 2023 expense was primarily driven by an increase in our Polish corporate income tax expense and lower corporate tax income in the Netherlands due to the lack of recognition of the tax losses and credits for the year. Expense of EUR 91 million in the Netherlands due to deferred tax liability for withholding tax of future Canadian dividends and derecognition of previous years’ net operating losses, which was partially offset by income of EUR 62 million in Spain in connection with the regularization and corresponding recognition of net operating losses and tax credits for previous years.

Profit/(loss) net of tax from discontinued operations

Profit/(loss) net of tax from discontinued operations decreased by 75.0% to a profit EUR 16 million in 2023 from a profit of EUR 64 million in 2022, which was primarily driven by earn-outs from the divested Services

106

Business Division’s business in accordance with sale agreements mainly pertaining to the Spanish infrastructure services businesses. The profit of EUR 64 million generated in 2022 was primarily driven by the divestment of Amey following its sale, which was completed in December 2022 and generated a capital gain of EUR 58.3 million.

Net profit/(loss)

Net profit/(loss) for the year increased by 67.5% to EUR 511 million in 2023 from EUR 305 million in 2022, which was primarily driven by increased income from continued operations.

Net profit/(loss) for the year attributed to non-controlling interests

Net profit/(loss) for the year attributed to non-controlling interests increased by 45.3% to a loss of EUR 170 million in 2023 from a loss of EUR 117 million in 2022, which was primarily due to the Toll Roads Business Division’s non-controlling interests in the U.S., partially offset by Dalaman airport’s profits, as the entity was not consolidated until the second half of 2022.

5.A.6.2 Comparison Results of Operations for the Years Ended December 31, 2022 and December 31, 2021

Our consolidated results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, are discussed below.

​	For the year ended December 31,
​	2022		2021		% Variation
​	(in millions of euros)
Revenues	​	7,551	​	6,910	​	9.3	%
Other operating income	​	2	​	1	​	100.0	%
Revenues and other operating income	​	7,553	​	6,911	​	9.3	%
Materials consumed	​	1,197	​	1,085	​	10.3	%
Other operating expenses	​	4,182	​	3,923	​	6.6	%
Personnel expenses	​	1,446	​	1,293	​	11.8	%
Total operating expenses	​	6,825	​	6,301	​	8.3	%
Fixed asset depreciation	​	299	​	270	​	10.7	%
Impairment and disposal of fixed assets	​	(6)	​	1,139	​	(100.5)	%
Operating profit/(loss)	​	423	​	1,479	​	(71.4)	%
Net financial income/(expense) from financing	​	(243)	​	(220)	​	10.5	%
Profit/(loss) on derivatives and other net financial income/(expense)	​	(122)	​	(87)	​	40.2	%
Net financial income/(expense) from infrastructure projects	​	(365)	​	(307)	​	18.9	%
Net financial income/(expense) from financing	​	1	​	(27)	​	103.7	%
Profit/(loss) on derivatives and other net financial income/(expense)	​	47	​	2	​	n.a.	​
Net financial income/(expense) from ex-infrastructure projects	​	48	​	(25)	​	292.0	%
Net financial income/(expense)	​	(317)	​	(332)	​	4.5	%
Share of profits of equity-accounted companies	​	165	​	(178)	​	192.7	%
Profit/(loss) before tax from continuing operations	​	271	​	969	​	(72.0)	%
Income tax / (expense)	​	(30)	​	9	​	(433.3)	%
Profit/(loss) net of tax from continuing operations	​	241	​	978	​	(75.4)	%
Profit/(loss) net of tax from discontinued operations	​	64	​	361	​	(82.3)	%
Net profit/(loss)	​	305	​	1,339	​	(77.2)	%
Net profit/(loss) for the year attributed to non-controlling interests	​	(117)	​	(138)	​	15.2	%
Net profit/(loss) for the year attributed to the parent company	​	188	​	1,201	​	(84.3)	%

Revenues

Revenues increased by 9.3% to EUR 7,551 million in 2022 from EUR 6,910 million in 2021, primarily due to the increase in revenues of the Toll Roads and Construction Business Divisions.

107

The table below sets out our revenues by Business Division for the years ended December 31, 2022 and 2021:

​	For the year ended December 31,
​	2022		2021		% Variation
​	(in millions of euros)
Toll Roads	​	780	​	588	​	32.7%
Airports	​	54	​	2	​	—
Construction	​	6,463	​	6,077	​	6.4%
Energy Infrastructure and Mobility	​	296	​	252	​	17.5%
Others(1)	​	178	​	157	​	13.4%
Adjustments(2)	​	(220)	​	(166)	​	32.5%
Total	​	7,551	​	6,910	​	9.3%

(1)

Others include management revenues of headquarters and certain other immaterial non-operating entities.

(2)

Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

Our Toll Roads Business Division revenue increased by 32.7% to EUR 780 million in 2022 from EUR 588 million in 2021. This increase across was primarily driven by increases in traffic levels, mainly as a result of easing of the COVID-19 restrictions and increases in the toll road rates, particularly in the United States, which was partly driven by increased inflation. Particularly, within the segment:

•

NTE 1-2 revenues increased by 29.6% to USD 243 million (EUR 230 million), which was driven by the recovery of traffic due to the effect of summer and schools reopening, and partly offset by the impact of the restrictions due to the COVID-19 omicron variant and adverse meteorological conditions, such as heavy rainfall.

•

NTE 35W revenues increased by 18.2% to USD 168 million (EUR 159 million), which was impacted by a higher proportion of heavy vehicles, increase in toll rates, and traffic increase. This was partially offset by the impact of adverse meteorological conditions and construction works in the area.

•

LBJ revenues increased by 20.0% to USD 159 million (EUR 151 million), which was primarily driven by increase in toll rates and higher traffic, and partially offset by the impact of restrictions due to the COVID-19 omicron variant, more widespread work-from-home arrangement usage, construction works in the area and adverse meteorological conditions.

•

I-77 Managed Lanes revenues increased by 66.6% to USD 61 million (EUR 57 million), which was primarily driven by the recovery of traffic levels after the lifting of the COVID-19 restrictions, including the effect of summer and schools reopening, and increase in toll rates. This was partly offset by the impact of the restrictions due to the COVID-19 omicron variant and adverse meteorological conditions.

Our Airports Business Division revenue increased to EUR 54 million in 2022 from EUR 2 million in 2021. This increase was primarily impacted by Dalaman airport, which reported revenues of EUR 44 million since the acquisition, driven by the positive performance in traffic, along with the higher commercial income resulting from the passenger mix.

Our Construction Business Division revenue increased by 6.4% to EUR 6,463 million in 2022 from EUR 6,077 million in 2021. This increase was primarily driven by the performance of Budimex. Particularly, within the Business Division:

•

Budimex revenues increased by 6.1%, which was supported by the new awarded projects and performance across building and civil works business lines, which in turn was supported by the good weather.

•

Webber revenues increased by 4.9%, which was driven mainly by the sale of its recycling activity along with the progressive withdrawal of the non-residential construction activity, meaning that there were no bids for new contracts, only completion of the existing contracts in the Order Book. This was partly offset by the increase in revenues from road maintenance activity.

108

•

Ferrovial Construction revenues increased by 7.0%, which was impacted by relevant advances in several projects, such as the Sidney Metro West in Australia and Rutas del Loa in Chile and completion of the D4R7 project in Slovakia and the Grand Parkway project in the United States.

The Group’s Energy Infrastructure and Mobility Business Division revenue increased by 17.5% to EUR 296 million in 2022 from EUR 252 million in 2021, which was primarily driven by the waste management services.

Other operating income

Other operating income increased to EUR 2 million in 2022 from EUR 1 million in 2021, which was driven by higher construction operating subsidies.

Revenues and other operating income

Revenues and other operating income increased by 9.3% to EUR 7,553 million in 2022 from EUR 6,911 million in 2021 due to the increase in revenues and other operating income.

Materials consumed

Materials consumed increased by 10.3% to EUR 1,197 million in 2022 from EUR 1,085 million in 2021, primarily due to increases in the prices of certain materials, such as cement and crude oil. The increase was also influenced by general rise in construction activity and increase in the costs of certain materials, such as cement, concrete, steel rebars and bitumen (asphalt), due to the conflict in Ukraine.

Other operating expenses

Other operating expenses increased by 6.6% to EUR 4,182 million in 2022 from EUR 3,923 million in 2021, primarily due to increase in subcontracted works, which was driven by construction activity and higher inflation.

Personnel expenses

Personnel expenses increased by 11.8% to EUR 1,446 million in 2022 from EUR 1,293 million 2021. This was primarily driven by an increase in our employee count to 24,191 in 2022 from 23,933 in 2021, driven primarily by construction, and the general increase in the average wage.

Fixed asset depreciation

Fixed asset depreciation increased by 10.7% to EUR 299 million in 2022 from EUR 270 million in 2021, primarily due to traffic increases in the U.S. Managed Lanes assets.

Impairment and disposal of fixed assets

Impairment and disposal of fixed assets decreased by 100.5% to a loss of EUR 6 million in 2022 from EUR 1,139 million in 2021, which was primarily driven by fair value adjustments related to acquisition of an additional 5.7% of the concession operator I-66 Express Mobility Partners Holdings LLC made in 2021, which amounted to EUR 1,101 million (or EUR 1,117 million, including the currency translation differences in reserves). No similar adjustments were made in 2022.

Net financial income/(expense) from infrastructure projects

Net financial expense from infrastructure projects increased by 18.9% to a loss of EUR 365 million in 2022 from a loss of EUR 307 million in 2021, which was primarily driven by:

•

net financial expense from infrastructure project financing, which amounted to a loss of EUR 243 million in 2022, as compared to a loss of EUR 220 million in 2021, an increase of 10.5% mainly due to the full consolidation of the I-66 concession, following the takeover carried out in December 2021 with the acquisition of an additional 5.7% stake, as well as to the higher volume of

109

debt on the LBJ toll road following the refinancing operation executed at the end of the previous year, and to the impact of the exchange rate due to the appreciation of the U.S. dollar; and

•

increase in loss on derivatives and other net financial (expense) to a loss of EUR 122 million, as compared to a loss of EUR 87 million in 2021, an increase of 40.2%, which was primarily related to the speculative portion of the index-linked swap associated with the Autema toll road project in Spain.

Net financial income/(expense) from ex-infrastructure projects

Net financial income from ex-infrastructure projects amounted to EUR 48 million in 2022 from an expense of EUR 25 million in 2021, which was primarily due to:

•

increase in net financial income from financing driven by the increase in returns on our cash resources in Poland and Chile and the reduction in financial expense associated with the decrease in our corporate bonds issued. These positive effects were partly offset by the redefinition of our cash hedging strategy in Canada where cash flows are hedged in euros, due to no expected liabilities in Canadian dollars. In previous years, the interest rate differential on CAD to EUR hedges was accounted as a change in reserves, while, in 2022, this differential was instead reflected through the financial income/(expense) line item in the income statement. Should the previous accounting method have been maintained, our financial expenses would have been EUR 50 million lower, with the net financial result being EUR 51 million; and

•

increase in profit on derivatives and other net financial income, which was EUR 47 million as compared to a loss of EUR 2 million in 2021. This increase is primarily driven by termination of our hedging arrangement contracted in connection with the issuance of a corporate bond, which was ultimately not issued.

Net financial income/(expense)

Net financial expense decreased by 4.5% to an expense of EUR 317 million in the year ended December 31, 2022 from an expense of EUR 332 million in the year ended December 31, 2021, primarily due to an increase in the ex-infrastructure project companies net financial income for the year.

Share of profits of equity-accounted companies

Share of profits of equity-accounted companies increased to a profit of EUR 165 million in 2022 from a loss of EUR 178 million in 2021, primarily due to the application of International Accounting Standard 28 (“IAS 28”) in relation to HAH and AGS as well as the contribution to results from 407 ETR and IRB.

Under share of profits of equity-accounted companies, in 2022, we recorded a result of EUR 0 million contributed by HAH and AGS, respectively, as compared to a loss of EUR 238 million and a loss of EUR 20 million, respectively, in 2021. This resulted from application of IAS 28, which indicates that if the shareholder’s share in losses of the associate equals or exceeds the amount of its share in the associate, the shareholder shall cease to recognize its share in the additional losses, unless there are legal or constructive obligations justifying the recognition of a liability for additional losses once the investment value is reduced to zero. The considerable losses posted in 2019 and 2020 in HAH and AGS reduced our investments in HAH and AGS to zero, as prior-year losses exceeded the amount of investment, and there was no commitment to inject additional funds per IAS 28.

In terms of the overall operational performance, Heathrow airport revenue increased by 140.0% to GBP 2,913 million in 2022, which was driven by an increase in airport traffic throughout the year. AGS airports revenue increased by 92.4% to GBP 167 million in 2022, which was also driven by an increase in airport traffic throughout the year as well as higher commercial income resulting from improved catering offerings, opening of new lounges and fast track and strong performance from retail units.

407 ETR’s revenues increased by 29.7% to CAD 1,327 million in 2022, which was driven largely by higher traffic due to removal of the COVID-19 restrictions and the contract revenues related to the reconfiguration of the road-side tolling technology in connection with the de-tolling of Highways 412 and 418. The 407 ETR’s

110

net result increased to by 104.9% to CAD 435 million, with our share thereof being CAD 169 million (EUR 124 million) in 2022, from CAD 213 million, with our share thereof being CAD 77 million (EUR 52 million) in 2021.

Income tax / (expense)

Our income tax expense amounted to an expense of EUR 30 million in 2022 from EUR 9 million income in 2021. The expense was primarily driven by Polish corporate income tax expense of EUR 21 million and Canadian corporate income tax expense of EUR 11 million. The United Kingdom and other jurisdictions partially offset this expense, as they generated corporate income tax income of EUR 6 million and EUR 3 million, respectively.

The change was driven primarily by the extraordinary impacts in 2021 of (i) the recognition of tax credits in the U.S. and (ii) the use of tax credits in Spain to offset the corporate income tax incurred in connection with the divested businesses (i.e., the Services Business Division).

Profit/(loss) net of tax from discontinued operations

Profit/(loss) net of tax from discontinued operations decreased by 82.3% to EUR 64 million in 2022 from EUR 361 million in 2021, which was primarily driven by the divestment of our environment services business in Spain and Portugal, which was completed at the end of 2021 and generated a net capital gain of EUR 335 million, with a contribution to profit for the year of EUR 119 million. The profit of EUR 64 million generated in 2022 in connection with discontinued operations was primarily driven by the divestment of the Amey business in the United Kingdom, which was completed in December 2022, and generated a capital gain of EUR 58.3 million.

Net profit/(loss)

Net profit/(loss) for the year decreased by 77.2% to EUR 305 million in 2022 from EUR 1,339 million in 2021, which was primarily driven by the fair value adjustments made in connection with the acquisition of an additional 5.7% of the concession operator I-66 Express Mobility Partners Holdings LLC in 2021, which amounted to EUR 1,101 million (or EUR 1,117 million, including the currency translation differences in reserves). No similar adjustments were made in 2022.

Net profit/(loss) for the year attributed to non-controlling interests

Net profit/(loss) for the year attributed to non-controlling interests increased by 15.2% to a loss of EUR 117 million in 2022 from a loss of EUR 138 million in 2021, which was primarily due to the losses suffered by the Budimex Group, which posted a loss of EUR 60 million in 2022 as compared to a loss of EUR 109 million in 2021, which was mainly related to the divestment of its real estate business carried through its subsidiary Budimex Nieruchomości in 2022.

5.A.7 Segment Reporting

The tables below show our income statement for the years ended December 31, 2023, 2022 and 2021, by reporting segments and total sales by geographic market.

5.A.7.1 Segment Reporting

The tables below show our income statement for the years ended December 31, 2023, 2022 and 2021, by reporting segments.

111

​	For the year ended December 31, 2023
​	Construction		Toll roads		Airports		Energy Infrastructures and Mobility		Other(1)		Adjustments(2)		Total
​	(in millions of euros)
Revenues	​	7,070	​	1,085	​	80	​	334	​	181	​	(236)	​	8,514
Total operating expenses	​	6,853	​	286	​	58	​	324	​	239	​	(236)	​	7,524
Fixed asset depreciation	​	141	​	213	​	20	​	20	​	7	​	—	​	401
Impairment and disposal of fixed assets	​	—	​	37	​	—	​	(2)	​	—	​	—	​	35
Operating profit/(loss)	​	77	​	623	​	2	​	(12)	​	(65)	​	—	​	625
Profit/(loss) on derivatives and other net financial income/​(expense)	​	(31)	​	5	​	(12)	​	9	​	18	​	(2)	​	(13)
Net financial income/(expense) from financing	​	117	​	(224)	​	3	​	(4)	​	(111)	​	2	​	(217)
Net financial income/(expense)	​	86	​	(219)	​	(9)	​	5	​	(93)	​	—	​	(230)
Share of profits of equity-accounted companies	​	—	​	198	​	11	​	6	​	—	​	—	​	215
Profit/(loss) before tax from continuing operations	​	163	​	602	​	4	​	(1)	​	(158)	​	—	​	610
Income tax/(expense)	​	(66)	​	(54)	​	(20)	​	6	​	19	​	—	​	(115)
Profit/(loss) net of tax from continuing operations	​	97	​	548	​	(16)	​	5	​	(139)	​	—	​	495
Profit/(loss) net of tax from discontinued operations	​	—	​	—	​	—	​	—	​	16	​	—	​	16
Net profit/(loss)	​	97	​	548	​	(16)	​	5	​	(123)	​	—	​	511
Net profit/(loss) for the year attributed to non-controlling interests	​	(51)	​	(126)	​	7	​	—	​	—	​	—	​	(170)
Net profit/(loss) for the year attributed to the parent company	​	46	​	422	​	(9)	​	5	​	(123)	​	—	​	341

(1)

We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, and some minor subsidiaries.

(2)

Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

112

​	For the year ended December 31, 2022
​	Construction		Toll roads		Airports		Energy Infrastructures and Mobility		Other(1)		Adjustments(2)		Total
​	(in millions of euros)
Revenues	​	6,463	​	780	​	54	​	296	​	178	​	(220)	​	7,551
Total operating expenses	​	6,289	​	230	​	56	​	283	​	189	​	(222)	​	6,825
Fixed asset depreciation	​	113	​	160	​	7	​	12	​	7	​	—	​	299
Impairment and disposal of fixed assets	​	—	​	(3)	​	—	​	(3)	​	—	​	—	​	(6)
Operating profit/(loss)	​	63	​	387	​	(9)	​	(2)	​	(16)	​	—	​	423
Profit/(loss) on derivatives and other net financial income/(expense)	​	(34)	​	(110)	​	19	​	1	​	51	​	(2)	​	(75)
Net financial income/​(expense) from financing	​	35	​	(240)	​	—	​	(9)	​	(30)	​	2	​	(242)
Net financial income/​ (expense)	​	1	​	(350)	​	19	​	(8)	​	21	​	—	​	(317)
Share of profits of equity-accounted companies	​	1	​	158	​	7	​	(1)	​	—	​	—	​	165
Profit/(loss) before tax from continuing operations	​	65	​	195	​	17	​	(11)	​	5	​	—	​	271
Income tax / (expense)	​	(5)	​	(39)	​	2	​	(4)	​	16	​	—	​	(30)
Profit/(loss) net of tax from continuing operations	​	60	​	156	​	19	​	(15)	​	21	​	—	​	241
Profit/(loss) net of tax from discontinued operations	​	—	​	—	​	—	​	—	​	64	​	—	​	64
Net profit/(loss)	​	60	​	156	​	19	​	(15)	​	85	​	—	​	305
Net profit/(loss) for the year attributed to non-controlling interests	​	(42)	​	(65)	​	(9)	​	—	​	—	​	(1)	​	(117)
Net profit/(loss) for the year attributed to the parent company	​	18	​	91	​	10	​	(15)	​	85	​	(1)	​	188

(1)

We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, and some minor subsidiaries.

(2)

Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

113

​	For the year ended December 31, 2021
​	Construction		Toll roads		Airports		Energy Infrastructures and Mobility		Other(1)		Adjustments(2)		Total
​	(in millions of euros)
Revenues	​	6,077	​	588	​	2	​	252	​	157	​	(166)	​	6,910
Total operating expenses	​	5,833	​	173	​	28	​	264	​	168	​	(165)	​	6,301
Fixed asset depreciation	​	112	​	141	​	—	​	12	​	5	​	—	​	270
Impairment and disposal of fixed assets	​	22	​	1,117	​	—	​	—	​	1	​	(1)	​	1,139
Operating profit/(loss)	​	154	​	1,392	​	(26)	​	(24)	​	(16)	​	(1)	​	1,479
Profit/(loss) on derivatives and other net financial income/(expense)	​	(24)	​	(86)	​	(6)	​	4	​	26	​	1	​	(85)
Net financial income/​(expense) from financing	​	(6)	​	(198)	​	—	​	(7)	​	(36)	​	—	​	(247)
Net financial income/​ (expense)	​	(30)	​	(284)	​	(6)	​	(3)	​	(10)	​	1	​	(332)
Share of profits of equity-accounted companies	​	—	​	81	​	(254)	​	(6)	​	1	​	—	​	(178)
Profit/(loss) before tax from continuing operations	​	124	​	1,189	​	(286)	​	(33)	​	(25)	​	—	​	969
Income tax / (expense)	​	(49)	​	(71)	​	7	​	5	​	116	​	1	​	9
Profit/(loss) net of tax from continuing operations	​	75	​	1,118	​	(279)	​	(28)	​	91	​	1	​	978
Profit/(loss) net of tax from discontinued operations	​	115	​	—	​	—	​	—	​	246	​	—	​	361
Net profit/(loss)	​	190	​	1,118	​	(279)	​	(28)	​	337	​	1	​	1,339
Net profit/(loss) for the year attributed to non-controlling interests	​	(105)	​	(29)	​	—	​	—	​	(3)	​	(1)	​	(138)
Net profit/(loss) for the year attributed to the parent company	​	85	​	1,089	​	(279)	​	(28)	​	334	​	—	​	1,201

(1)

We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, and some minor subsidiaries.

(2)

Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

5.A.7.2 Geographic information

We report our revenues based on the following geographic breakdowns: United States, Poland, Spain, United Kingdom, Canada and Other.

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
U.S.	​	2,879	​	2,906	​	2,639
Poland	​	2,160	​	1,842	​	1,735
Spain	​	1,475	​	1,154	​	1,092
UK	​	771	​	708	​	644
Canada	​	161	​	100	​	80
Other	​	1,068	​	841	​	721
Total revenues	​	8,514	​	7,551	​	6,910

114

5.A.8 Non-IFRS Measures: Operating Results

In evaluating our operating performance, we analyze certain measures of operating result not defined by, or calculated in accordance with, IFRS: Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or “Like-for-like” ​(“LfL”) Growth, Fair Value Adjustments, and Order Book. Those measures are not audited and are not a substitute for, or superior to, reported results presented in accordance with IFRS-IASB.

These non-IFRS measures should not be considered as alternatives to consolidated result for the period, operating result, revenue, cash generated from operating activities or any other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or liquidity.

We believe that these non-IFRS measures are metrics commonly used by investors and analysts to evaluate our performance. We further believe that the disclosure of these non-IFRS measures is useful to investors and analysts because these metrics assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that our management believes are not indicative of our core operating performance. Furthermore, these non-IFRS measures form the basis of how our executive team and the Board evaluate our performance.

By disclosing these non-IFRS measures, we believe that we create for investors and analysts a greater understanding of, and an enhanced level of transparency into, some of the means by which our management team operates and evaluates us and facilitates comparisons of the current period’s results with prior periods. While similar measures are widely used in the industry in which we operate, the financial measures we use may not be comparable to similarly titled measures used by other companies, nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS-IASB.

Our management uses Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or “Like-for-like” ​(“LfL”) Growth, Fair Value Adjustments, and Order Book as measures of operating performance and in communications with the Board concerning our financial performance.

For non-IFRS measures relating to our liquidity and capital resources, see “—B. Liquidity and Capital Resources—6. Non-IFRS Measures: Liquidity and Capital Resources.”

5.A.8.1 Adjusted EBIT and Adjusted EBIT Margin

Adjusted EBIT is defined as our net profit/(loss) for the period excluding profit/(loss) net of tax from discontinued operations, income tax/(expense), share of profits of equity-accounted companies, net financial income/(expense) and impairment and disposal of fixed assets.

Adjusted EBIT is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss or any other measure of our financial performance calculated in accordance with IFRS. Adjusted EBIT does not have a standardized meaning and, therefore, cannot be compared to Adjusted EBIT of other companies.

Adjusted EBIT has limitations as an analytical tool. Some of these limitations include:

•

Adjusted EBIT

•

does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

does not reflect changes in, or cash requirements for, our working capital needs;

•

does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated investments or the cash requirements necessary to service interest or principal payments on the debt borne by our unconsolidated investments;

•

does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our unconsolidated investments; and

115

•

does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our proportional interest in the mark-to-market adjustments at our unconsolidated investments.

•

We do not have control, nor have any legal claim to the portion of the unconsolidated investees’ revenues and expenses allocable to our joint venture partners. As we do not control, but do exercise significant influence, we account for the unconsolidated investments in accordance with the equity method of accounting. Net earnings from these investments are reflected within our consolidated statements of operations in share of profits of equity-accounted companies. Adjustments related to our proportionate share from unconsolidated investments include only our proportionate amounts of interest expense, income taxes, depreciation, amortization and accretion, and mark-to-market adjustments included in share of profits of equity-accounted companies; and

•

Other companies in our industry may calculate Adjusted EBIT differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBIT should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS.

Adjusted EBIT Margin is defined as Adjusted EBIT divided by our revenues for the relevant period.

The following tables set forth a reconciliation of Adjusted EBIT to our net profit/(loss) for the periods indicated:

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Net profit/(loss)	​	511	​	305	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(16)	​	(64)	​	(361)
Income tax/(expense)	​	115	​	30	​	(9)
Share of profits of equity-accounted companies	​	(215)	​	(165)	​	178
Net financial income/(expense)	​	230	​	317	​	332
Impairment and disposal of fixed assets	​	(35)	​	6	​	(1,139)
Adjusted EBIT	​	590	​	429	​	340

The following tables set forth a reconciliation of Adjusted EBIT by Business Division to our net profit/(loss) by Business Division for the years ended December 31, 2023, 2022 and 2021:

​	For the year ended December 31, 2023
​	Construction		Toll roads		Airports		Energy Infra. and Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	97	​	548	​	(16)	​	5	​	(123)	​	—	​	511
Profit/(loss) net of tax from discontinued operations	​	—	​	—	​	—	​	—	​	(16)	​	—	​	(16)
Income tax/(expense)	​	66	​	54	​	20	​	(6)	​	(19)	​	—	​	115
Share of profits of equity-accounted companies	​	—	​	(198)	​	(11)	​	(6)	​	—	​	—	​	(215)
Net financial income/(expense)	​	(86)	​	219	​	9	​	(5)	​	93	​	—	​	230
Impairment and disposal of fixed assets	​	—	​	(37)	​	—	​	2	​	—	​	—	​	(35)
Adjusted EBIT	​	77	​	586	​	2	​	(10)	​	(65)	​	—	​	590

116

​	For the year ended December 31, 2022
​	Construction		Toll Roads		Airports		Energy Infra. And Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	60	​	156	​	19	​	(15)	​	85	​	0	​	305
Profit/(loss) net of tax from discontinued operations	​	0	​	0	​	0	​	0	​	(64)	​	0	​	(64)
Income tax/(expense)	​	5	​	39	​	(2)	​	4	​	(16)	​	0	​	30
Share of profits of equity-accounted companies	​	(1)	​	(158)	​	(7)	​	1	​	0	​	0	​	(165)
Net financial income/(expense)	​	(1)	​	350	​	(19)	​	8	​	(21)	​	0	​	317
Impairment and disposal of fixed assets	​	0	​	3	​	0	​	3	​	0	​	0	​	6
Adjusted EBIT	​	63	​	390	​	(9)	​	1	​	(16)	​	0	​	429

​	For the year ended December 31, 2021
​	Construction		Toll Roads		Airports		Energy Infra. And Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	190	​	1,118	​	(279)	​	(28)	​	337	​	1	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(115)	​	0	​	0	​	0	​	(246)	​	0	​	(361)
Income tax/(expense)	​	49	​	71	​	(7)	​	(5)	​	(116)	​	(1)	​	(9)
Share of profits of equity-accounted companies	​	0	​	(81)	​	254	​	6	​	(1)	​	0	​	178
Net financial income/(expense)	​	30	​	284	​	6	​	3	​	10	​	(1)	​	332
Impairment and disposal of fixed assets	​	(22)	​	(1,117)	​	0	​	0	​	(1)	​	1	​	(1,139)
Adjusted EBIT	​	132	​	275	​	(26)	​	(24)	​	(17)	​	0	​	340

The table below sets out our Adjusted EBIT by Business Division for the years ended December 31, 2023 and 2022:

​	For the year ended December 31,
​	2023		2022		% Variation
​	(in millions of euros)
Toll Roads	​	586	​	390	​	50.3%
Airports	​	2	​	(9)	​	(122.2)%
Construction	​	77	​	63	​	22.2%
Energy Infrastructure and Mobility	​	(10)	​	1	​	n.s.
Others(1)	​	(66)	​	(16)	​	306.3%
Total	​	590	​	429	​	37.5%

(1)

Others include management revenues of our headquarters and certain other immaterial non-operating entities.

Our Toll Roads Adjusted EBIT increased to EUR 586 million in 2023 from EUR 390 million in 2022, which was primarily driven by increased traffic volume following the lifting of COVID-19 restrictions and higher toll rates.

Our Construction Adjusted EBIT increased to EUR 77 million in 2023 from EUR 63 million in 2022, resulting in an Adjusted EBIT Margin of 1.1% in 2023 as compared to 1.0% in 2022. This was generally driven by Budimex’s profitability, indexation agreements and higher building and civil works volume, partially offset by

117

the completion of several large projects in the U.S. and the negative impact of a landslide in one of our projects in Colombia.

Our Airports Adjusted EBIT increased to a profit of EUR 2 million in 2023 from a loss of EUR 9 million in 2022, which was mainly driven by increases in passenger traffic and the incorporation of Dalaman airport’s revenues after its consolidation into the Group in July 2022.

Our Energy Infrastructures and Mobility Adjusted EBIT decreased to a loss of EUR 10 million in 2023 from a profit of EUR 1 million in 2022, which was generally driven by our waste management services activity.

The table below sets out our Adjusted EBIT by Business Division for the years ended December 31, 2022 and 2021:

​	For the year ended December 31,
​	2022		2021		% Variation
​	(in millions of euros)
Toll Roads	​	390	​	275	​	41.8%
Airports	​	(9)	​	(26)	​	65.4%
Construction	​	63	​	132	​	(52.5)%
Energy Infrastructure and Mobility	​	1	​	(24)	​	104.2%
Others(1)	​	(16)	​	(17)	​	5.9%
Total	​	429	​	340	​	26.2%

(1)

Others include management revenues of our headquarters and certain other immaterial non-operating entities.

Our Toll Roads Adjusted EBIT increased to EUR 390 million in 2022 from EUR 275 million in 2021, which was primarily driven by driven by return of traffic volumes following easing of the COVID-19 restrictions and increases in the toll road rates, particularly in the United States, which was partly driven by increased inflation.

Our Construction Adjusted EBIT decreased to EUR 63 million in 2022 from EUR 132 million in 2021, resulting in an Adjusted EBIT Margin of 1% in 2022 as compared to 2.2% in 2021. This was generally driven by price increases in labor, materials and energy across the Construction division, and also by acceleration costs in connection with completion of the final phases of projects in the United States.

Our Airports Adjusted EBIT increased to a loss of EUR 9 million in 2022 from a loss of EUR 26 million in 2021, which was mainly driven by Dalaman airport, which we acquired in 2022, and also by the positive performance in traffic, along with the higher commercial income resulting from the passenger mix.

Our Energy Infrastructures and Mobility Adjusted EBIT increased to EUR 1 million in 2022 from a loss of EUR 24 million in 2021, which was generally driven by the waste management services.

5.A.8.2Adjusted EBITDA

Adjusted EBITDA is defined as our net profit/(loss) for the period excluding profit/(loss) net of tax from discontinued operations, income tax/(expense), share of profits of equity-accounted companies, net financial income/(expense), impairment and disposal of fixed assets and charges for fixed asset and right of use of leases depreciation and amortization.

Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss or any other measure of our financial performance calculated in accordance with IFRS. We use Adjusted EBITDA,in addition to Adjusted EBIT, to provide an analysis of our operating results, excluding depreciation and amortization, as they are non-cash variables, which can vary substantially from company to company depending on accounting policies and accounting valuation of assets. Adjusted EBITDA is used as an approximation to pre-tax operating cash flow and reflects cash generation before working capital variation.

118

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations include:

•

Adjusted EBITDA

•

does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

does not reflect changes in, or cash requirements for, our working capital needs;

•

does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated investments or the cash requirements necessary to service interest or principal payments on the debt borne by our unconsolidated investments;

•

does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our unconsolidated investments;

•

does not reflect depreciation, amortization and accretion which are non-cash charges; or our proportional interest in depreciation, amortization and accretion of our unconsolidated investments. The assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

•

does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our proportional interest in the mark-to-market adjustments at our unconsolidated investments.

•

We do not have control, nor have any legal claim to the portion of the unconsolidated investees’ revenues and expenses allocable to our joint venture partners. As we do not control, but do exercise significant influence, we account for the unconsolidated investments in accordance with the equity method of accounting. Net earnings from these investments are reflected within our consolidated statements of operations in share of profits of equity-accounted companies. Adjustments related to our proportionate share from unconsolidated investments include only our proportionate amounts of interest expense, income taxes, depreciation, amortization and accretion, and mark-to-market adjustments included in share of profits of equity-accounted companies; and

•

Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS.

Adjusted EBITDA is a measure which is widely used to track our performance and profitability as well as to evaluate each of our businesses and the level of debt by comparing the Adjusted EBITDA with Consolidated Net Debt. However, Adjusted EBITDA does not have a standardized meaning and, therefore, cannot be compared to Adjusted EBITDA of other companies.

The following tables set forth a reconciliation of Adjusted EBITDA to our net profit/(loss) for the periods indicated:

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Net profit/(loss)	​	511	​	305	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(16)	​	(64)	​	(361)
Income tax/(expense)	​	115	​	30	​	(9)
Share of profits of equity-accounted companies	​	(215)	​	(165)	​	178
Net financial income/(expense)	​	230	​	317	​	332
Impairment and disposal of fixed assets	​	(35)	​	6	​	(1,139)
Fixed asset depreciation	​	401	​	299	​	270
Adjusted EBITDA	​	991	​	728	​	610

119

The following tables set forth a reconciliation of Adjusted EBITDA by Business Division to our net profit/​(loss) by Business Division for the years ended December 31, 2023, 2022 and 2021:

​	For the year ended December 31, 2023
​	Construction		Toll roads		Airports		Energy Infra. and Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	97	​	548	​	(16)	​	5	​	(123)	​	—	​	511
Profit/(loss) net of tax from discontinued operations	​	—	​	—	​	—	​	—	​	(16)	​	—	​	(16)
Income tax/(expense)	​	66	​	54	​	20	​	(6)	​	(19)	​	—	​	115
Share of profits of equity-accounted companies	​	—	​	(198)	​	(11)	​	(6)	​	—	​	—	​	(215)
Net financial income/(expense)	​	(86)	​	219	​	9	​	(5)	​	93	​	—	​	230
Impairment and disposal of fixed assets	​	—	​	(37)	​	—	​	2	​	—	​	—	​	(35)
Fixed asset depreciation	​	141	​	213	​	20	​	20	​	7	​	—	​	401
Adjusted EBITDA	​	218	​	799	​	22	​	10	​	(58)	​	—	​	991

​	For the year ended December 31, 2022
​	Construction		Toll Roads		Airports		Energy Infra. And Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	60	​	156	​	19	​	(15)	​	85	​	0	​	305
Profit/(loss) net of tax from discontinued operations	​	0	​	0	​	0	​	0	​	(64)	​	0	​	(64)
Income tax/(expense)	​	5	​	39	​	(2)	​	4	​	(16)	​	0	​	30
Share of profits of equity-accounted companies	​	(1)	​	(158)	​	(7)	​	1	​	0	​	0	​	(165)
Net financial income/(expense)	​	(1)	​	350	​	(19)	​	8	​	(21)	​	0	​	317
Impairment and disposal of fixed assets	​	0	​	3	​	0	​	3	​	0	​	0	​	6
Fixed asset depreciation	​	113	​	160	​	7	​	12	​	7	​	0	​	299
Adjusted EBITDA	​	176	​	550	​	(2)	​	13	​	(9)	​	0	​	728

​	For the year ended December 31, 2021
​	Construction		Toll Roads		Airports		Energy Infra. And Mobility		Other		Adjustments		Total
​	(in millions of euros)
Net profit/(loss)	​	190	​	1,118	​	(279)	​	(28)	​	337	​	1	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(115)	​	0	​	0	​	0	​	(246)	​	0	​	(361)
Income tax/(expense)	​	49	​	71	​	(7)	​	(5)	​	(116)	​	(1)	​	(9)
Share of profits of equity-accounted companies	​	0	​	(81)	​	254	​	6	​	(1)	​	0	​	178
Net financial income/(expense)	​	30	​	284	​	6	​	3	​	10	​	(1)	​	332
Impairment and disposal of fixed assets	​	(22)	​	(1,117)	​	0	​	0	​	(1)	​	1	​	(1,139)
Fixed asset depreciation	​	112	​	141	​	0	​	12	​	5	​	0	​	270
Adjusted EBITDA	​	244	​	416	​	(26)	​	(12)	​	(12)	​	0	​	610

120

Our Toll Roads Adjusted EBITDA increased to EUR 799 million in 2023 from EUR 550 million in 2022, which was primarily driven by traffic improvement as COVID-19 restrictions were lifted, together with a rates increase in our Texas Managed Lanes (NTE 1-2, NTE 35W, LBJ, I-77 and I-66), paired with the contributions of I-66 after it opened in November 2022.

Our Toll Roads Adjusted EBITDA increased to EUR 550 million in 2022 from EUR 416 million in 2021, which was primarily driven by traffic improvement as restrictions were lifted, together with rates increase in the Texas Managed Lanes (NTE 1-2, NTE 35W, LBJ and I-77).

Our Construction Adjusted EBITDA increased to EUR 218 million in 2023 from EUR 176 million in 2022, which was primarily driven by Budimex’s profitability, indexation agreements and higher building and civil works volume, partially offset by the completion of several large projects in the U.S. and the negative impact of a landslide in one of our projects in Colombia as well as an increase of inflation impact on supply and subcontracting prices, partially offset by price review formula compensation under some of our contracts.

Our Construction Adjusted EBITDA decreased to EUR 176 million in 2022 from EUR 244 million in 2021, which was primarily driven by higher inflation impact on prices of supplies and subcontracts, partially offset by price review formula compensation in some contracts. Our Construction performance was impacted by the cost of internal fees of onerous contracts which could not be provisioned by accounting rules, along with price increases in labor, materials & energy, mostly related to U.S. projects in the final phase. Regarding Budimex and Webber, they experienced a decrease due to positive impact in previous year of extraordinary items (sale of real estate division and aggregate recycling activity, respectively).

Our Airports Adjusted EBITDA increased to a profit of EUR 22 million in 2023 from a loss of EUR 2 million in 2022, which was primarily driven by the incorporation of Dalaman airport’s revenues following its consolidation into the Group in July 2022.

Our Airports Adjusted EBITDA increased to a loss of EUR 2 million in 2022 from a loss of EUR 26 million in 2021, which was primarily driven by the effect of the incorporation in Adjusted EBITDA the results of Dalaman, not included in the previous year due to the acquisition of 60.0% in July 2022.

Our Energy Infrastructures and Mobility Adjusted EBITDA decreased to EUR 10 million in 2023 from EUR 13 million in 2022, which was primarily driven by our waste management activities in the United Kingdom and our services activities in Chile.

Our Energy Infrastructures and Mobility Adjusted EBITDA increased to EUR 13 million in 2022 from a loss of EUR 12 million in 2021, which was primarily driven by the activities related to the waste management in the United Kingdom and the services activities in Chile.

5.A.8.3Comparable or “Like-for-like” ​(“LfL”) Growth

Comparable Growth, also referred to as “Like-for-like” Growth (“LfL”), corresponds to the relative year-on-year variation in comparable terms of the figures for revenues, Adjusted EBIT and Adjusted EBITDA. Comparable or “Like-for-like” ​(“LfL”) Growth is a non-IFRS financial measure and should not be considered as an alternative to revenues, net income or any other measure of our financial performance calculated in accordance with IFRS. Comparable or “Like- for-like” ​(“LfL”) Growth is calculated by adjusting each year, in accordance with the following rules:

•

Elimination of the exchange-rate effect, calculating the results of each period at the rate in the current period.

•

Elimination from Adjusted EBIT of each period the impact of fixed asset impairments.

•

In the case of disposals of any of our companies and loss of control thereto, elimination of the operating results of the disposed company when the impact effectively occurred to achieve the homogenization of the operating result.

•

Elimination of the restructuring costs in all periods.

•

In acquisitions of new companies which are considered material, elimination in the current period of the operating results derived from those companies except in the case where this elimination is not

121

possible due to the high level of integration with other reporting units. Material companies are those whose revenues represent ≥5% of the reporting unit’s revenues before the acquisition.

•

In the case of changes in the accounting model of a specific contract or asset, when material, application of the same accounting model to the previous year’s operating result.

•

Elimination of other non-recurrent impacts (mainly related to tax and human resources) considered relevant for a better understanding of our underlying results in all periods.

We use Comparable or “Like-for-like” ​(“LfL”) Growth to provide a more homogenous measure of the underlying profitability of its businesses, excluding non-recurrent elements which would induce a misinterpretation of the reported growth, impacts such as exchange-rate movements, or changes in the consolidation perimeter which distort the comparability of the information. Additionally, we believe that it allows us to provide homogenous information for better understanding of the performance of each of our businesses.

The following tables set forth a reconciliation of revenues on like-for-like basis to our revenues for the periods indicated:

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Revenues	​	8,514	​	7,551	​	6.910
Exchange rate effect(1)	​	—	​	(49)	​	286
Fixed asset impairments(2)	​	—	​	—	​	—
Operating results of disposed companies(3)	​	—	​	—	​	—
Restructuring costs	​	—	​	—	​	—
Operating results from new acquired companies(4)	​	(24)	​	—	​	—
Accounting model adjustments(5)	​	—	​	—	​	—
Non-current impacts(6)	​	4	​	—	​	0
Revenues Comparable (Like for Like)	​	8,494	​	7,502	​	7,196

(1)

Calculation of the results of each period at the exchange rate in the current period.

(2)

Elimination of the impact of fixed asset impairments.

(3)

Elimination of the operating results of disposed companies when the impact effectively occurred.

(4)

Elimination in the current period of the operating results derived from new material companies.

(5)

Following the acquisitions of new companies which are considered material, elimination in the current period of the operating results derived from those companies.

(6)

Elimination of other non-recurrent impacts (mainly related to tax and human resources).

The following table sets forth a reconciliation of Adjusted EBIT on like-for-like basis to our net profit/(loss) for the periods indicated:

122

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Net profit/(loss)	​	511	​	305	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(16)	​	(64)	​	(361)
Income tax/(expense)	​	115	​	30	​	(9)
Share of profits of equity-accounted companies	​	(215)	​	(165)	​	178
Net financial income/(expense)	​	230	​	317	​	332
Impairment and disposal of fixed assets(1)	​	(35)	​	6	​	(1,139)
Exchange rate effect(2)	​	—	​	(2)	​	20
Operating results of disposed companies(3)	​	—	​	—	​	—
Restructuring costs	​	—	​	3	​	—
Operating results from new acquired companies(4)	​	(9)	​	—	​	—
Accounting model adjustments(5)	​	—	​	(28)	​	—
Non-current impacts(6)	​	2	​	—	​	6
Adjusted EBIT Comparable (Like for like)	​	584	​	401	​	366

(1)

Primarily includes asset impairment and gains or losses on the purchase, sale and disposal of investment companies and associates. When any such acquisitions or disposals of assets results in a takeover or loss of control, the capital gain relating to the updating of the fair value in respect of the stake maintained is recognized as Fair Value Adjustments.

(2)

Calculation of the results of each period at the exchange rate in the current period.

(3)

Elimination of the operating results of disposed companies when the impact effectively occurred.

(4)

Elimination in the current period of the operating results derived from new material companies.

(5)

Following the acquisitions of new companies which are considered material, elimination in the current period of the operating results derived from those companies.

(6)

Elimination of other non-recurrent impacts (mainly related to tax and human resources).

The following table sets forth a reconciliation of Adjusted EBITDA on like-for-like basis to our net profit/​(loss) for the periods indicated:

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Net profit/(loss)	​	511	​	305	​	1,339
Profit/(loss) net of tax from discontinued operations	​	(16)	​	(64)	​	(361)
Income tax/(expense)	​	115	​	30	​	(9)
Share of profits of equity-accounted companies	​	(215)	​	(165)	​	178
Net financial income/(expense)	​	230	​	317	​	332
Impairment and disposal of fixed assets(1)	​	(35)	​	6	​	(1,139)
Fixed asset depreciation(2)	​	401	​	299	​	270
Exchange rate effect(3)	​	—	​	(6)	​	35
Operating results of disposed companies(4)	​	—	​	—	​	—
Restructuring costs	​	—	​	3	​	—
Operating results from new acquired companies(5)	​	(15)	​	—	​	—
Accounting model adjustments(6)	​	—	​	(29)	​	—
Non-current impacts(7)	​	2	​	—	​	—
Adjusted EBITDA Comparable (Like for like)	​	978	​	696	​	645

(1)

Primarily includes asset impairment and gains or losses on the purchase, sale and disposal of investment companies and associates. When any such acquisitions or disposals of assets results in a takeover or loss of control, the capital gain relating to the updating of the fair value in respect of the stake maintained is recognized as Fair Value Adjustments.

123

(2)

Comprises mainly depreciation relating to the Toll Roads and Construction Business Division. Increase of 34.1% in 2023 to EUR 401 million, as compared to 2022, and increase 10.7% in 2022 to EUR 299 million, as compared to 2021.

(3)

Calculation of the results of each period at the exchange rate in the current period.

(4)

Elimination of the operating results of disposed companies when the impact effectively occurred.

(5)

Elimination in the current period of the operating results derived from new material companies.

(6)

Following the acquisitions of new companies which are considered material, elimination in the current period of the operating results derived from those companies which, in 2022, was primarily driven by a change in the consolidation method following our loss of control in Zity.

(7)

Elimination of other non-recurrent impacts (mainly related to tax and human resources).

5.A.8.4Fair Value Adjustments

Fair Value Adjustments correspond to the adjustments to our income statement relative to previous results derived from changes in the fair value of derivatives and other financial assets and liabilities, asset impairment, and the impact of the aforementioned elements in the ‘equity-accounted results’. Fair Value Adjustments is a non-IFRS financial measure and should not be considered as an alternative to revenues, net income or any other measure of our financial performance calculated in accordance with IFRS.

We use Fair Value Adjustments to evaluate our underlying profitability, as it excludes elements that do not generate cash and which can vary substantially from one year to another due to the accounting methodology used to calculate the fair value.

The following tables set forth a reconciliation of Fair Value Adjustments to the relevant items in our income statement for the periods indicated:

​	As of December 31, 2023
​	Total		Fair Value Adjustments		Before Fair Value Adjustments
​	(in millions of euros)
Operating profit/(loss)	​	625	​	10(1)	​	615
Net financial income/(expense)	​	(230)	​	24(2)	​	(254)
Share of profits of equity-accounted companies	​	215	​	—(3)	​	215
Profit/(loss) before tax from continuing operations	​	610	​	34	​	576
Income tax/(expense)	​	(115)	​	(1)(4)	​	(114)
Profit/(loss) net of tax from continuing operations	​	495	​	33	​	462
Profit/(loss) net of tax from discontinued operations	​	16	​	—	​	16
Net profit/(loss)	​	511	​	33	​	478
Net profit/(loss) for the year attributed to non-controlling interests	​	(170)	​	(7)(5)	​	(163)
Net profit/(loss) for the year attributed to the parent company	​	341	​	26	​	315

(1)

Represents net change in the fair value of the Group’s financial derivatives that hedge raw materials’ price.

(2)

Represents net change in the fair value of the Group’s financial derivatives, mainly interest rate swaps, index-linked swaps, foreign exchange rate swaps, and equity swaps.

(3)

Represents net change in the fair value of financial derivatives from the Group’s equity-accounted entities.

(4)

Represents income tax impact from the net change in the fair value of the Group’s financial derivatives.

(5)

Represents non-controlling interest impact from the net change in the fair value of the Groups financial derivatives.

124

​	As of December 31, 2022
​	Total		Fair Value Adjustments		Before Fair Value Adjustments
​	(in million of euros)
Operating profit / (loss)	​	423	​	1(1)	​	422
Net financial income / (expense)	​	(317)	​	(52)(2)	​	(265)
Share of profits of equity-accounted companies	​	165	​	7(3)	​	158
Profit/(loss) before tax from continuing operations	​	271	​	(44)	​	315
Income tax / (expense)	​	(30)	​	5(4)	​	(35)
Profit/(loss) net of tax from continuing operations	​	241	​	(39)	​	280
Profit/(loss) net of tax from discontinued operations	​	64	​	0	​	64
Net profit/(loss)	​	305	​	(39)	​	344
Net profit/(loss) for the year attributed to non-controlling interests	​	(117)	​	23(5)	​	(140)
Net profit/(loss) for the year attributed to the parent company	​	188	​	(16)	​	204

(1)

Represents net change in the fair value of the Group’s financial derivatives that hedge raw materials’ price.

(2)

Represents (i) net change in the fair value of the Group’s financial derivatives, mainly interest rate swaps, index-linked swaps, foreign exchange rate swaps, and equity swaps, being the most relevant impacts a loss in Autema toll road project in Spain, relating to the portion of the hedge that was discontinued in 2019 following the change of concession scheme, which was partially offset by the positive impact of breakage of the pre-hedge arranged for the issuance of a planned corporate bond, and (ii) changes in valuation of investments that are fair value accounted.

(3)

Represents net change in the fair value of financial derivatives from the Group’s equity-accounted entities.

(4)

Represents income tax impact from the net change in the fair value of the Group’s financial derivatives.

(5)

Represents non-controlling interest impact from the net change in the fair value of the Group’s financial derivatives.

​	As of December 31, 2021
​	Total		Fair Value Adjustments		Before Fair Value Adjustments
​	(in million of euros)
Operating profit / (loss)	​	1,479	​	1,100(1)	​	379
Net financial income / (expense)	​	(332)	​	(83)(2)	​	(249)
Share of profits of equity-accounted companies	​	(178)	​	(3)(3)	​	(174)
Profit/(loss) before tax from continuing operations	​	969	​	1,014	​	(44)
Income tax / (expense)	​	9	​	21(4)	​	(13)
Profit/(loss) net of tax from continuing operations	​	978	​	1,035	​	(57)
Profit/(loss) net of tax from discontinued operations	​	361	​	0	​	361
Net profit/(loss)	​	1,339	​	1,035	​	304
Net profit/(loss) for the year attributed to non-controlling interests	​	(138)	​	15(5)	​	(153)
Net profit/(loss) for the year attributed to the parent company	​	1,201	​	1,050	​	151

(1)

Represents (i) EUR 1 million loss in other operating expenses representing net change in the fair value of the Group’s financial derivatives that hedge raw materials’ price and (ii) EUR 1,101 million in impairment and disposal of fixed assets representing capital gain in I-66 due to measuring at fair value of the Group’s pre-existing 50% interest before the additional 5.704% stake purchased in 2021, which led to the Group holding the majority of voting rights on the concession operator’s board, and the corresponding full consolidation of I-66.

(2)

Represents (i) net change in the fair value of the Group’s financial derivatives, mainly interest rate swaps, index-linked swaps, foreign exchange rate swaps, and equity swaps, being the most relevant impact a loss in Autema toll road project in Spain, relating to the portion of the hedge that was discontinued in 2019 following the change of concession scheme, and (ii) changes in valuation of investments that are fair value accounted.

(3)

Represents net change in the fair value of financial derivatives from the Group’s equity accounted entities.

(4)

Represents income tax impact from the net change in the fair value of the Group’s financial derivatives.

(5)

Represents non-controlling interest impact from the net change in the fair value of the Group’s financial derivatives.

125

Our fair value adjustments increased to EUR 26 million in 2023 from EUR (16) million in 2022, primarily driven by change in the fair value of the Group’s financial derivatives, mainly interest rate swaps, index-linked swaps, foreign exchange rate swaps, and equity swaps.

Our fair value adjustments decreased to EUR (16) million in 2022 from EUR 1,050 million in 2021, driven by the impact of our purchase of an additional 5.7% stake in I-66, which increased our total stake to 55.7% and triggered the recognition of a positive fair value adjustment before deferred taxes of EUR 1,117 million. The recognition of this adjustment was due to the requirement to value the previously acquired 50.0% stake at fair value following full consolidation of the entity, previously accounted for under the equity method.

5.A.8.5Order Book

Order Book corresponds to our income which is pending execution corresponding to those contracts which we have signed and over which we have certainty regarding their future execution. The Order Book is calculated by adding the contracts of the actual year to the balance of the contract Order Book at the end of the previous year, less the income recognized in the current year. The total income from a contract corresponds to the agreed price or rate corresponding to the delivery of goods and/or the rendering of the contemplated services. If the execution of a contract is pending the closure of financing, the income from said contract will not be added to the calculate the Order Book until said financing is closed.

We use the Order Book as an indicator of our future income, as it reflects, for each contract, the final revenue minus the net amount of work performed.

There is no comparable financial measure to the Order Book in IFRS. This reconciliation is based on the order book value of a specific construction being comprised of its contracting value less the construction work completed, which is the main component of the sales figure. Therefore, it is not possible to present a reconciliation of the Order Book to our Financial Statements. We believe the difference between the construction work completed and the revenues reported for the Construction Business Division in the Audited Financial Statements is attributable to the fact that these are subject to, among others, the following adjustments: (i) consolidation adjustments, (ii) charges to joint ventures, (iii) sale of machinery, and (iv) confirming income.

The following table sets forth the Construction Business Division Order Book as of December 31, 2023, 2022 and 2021:

​	As of December 31,
​	2023		2022		2021
​	(in millions of euros)
Budimex	​	3,301	​	3,181	​	3,092
Webber	​	4,233	​	3,372	​	2,747
Ferrovial Construction	​	8,099	​	8,190	​	6,377
Construction	​	15,632	​	14,743	​	12,216

Construction Order Book increased by 6.0% to EUR 15,632 million as of December 31, 2023 from EUR 14,743 million as of December 31, 2022 due to new project awards awarded to Webber and Ferrovial Construction. For an overview of our new projects, see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business Divisions—3. Construction Business Division.”

Construction Order Book increased by 20.7% to EUR 14,743 million as of December 31, 2022 from EUR 12,216 as of December 31, 2021 primarily due to new projects awards awarded to Webber and Ferrovial Construction, most notably, the Ontario Line Subway project for approximately CAD 5,500 million (of which we have 50.0% stake).

5.B   Liquidity and Capital Resources

5.B.1 Working capital statement

Our available working capital is, in our opinion, sufficient for our present requirements for at least twelve months following the date of this registration statement.

126

5.B.2 Cash flows

The following table presents primary components of our cash flow statement for each of the periods indicated. The consolidated cash flow statement has been prepared in accordance with International Accounting Standard 7 (“IAS 7”).

​	For the year ended December 31,
​	2023		2022		2021
Cash flows from operating activities	​	1,263	​	1,002	​	810
Cash flows from (used in) investing activities	​	(425)	​	(732)	​	457
Cash flows from (used in) financing activities	​	(1,305)	​	(316)	​	(2,221)
Cash and cash equivalents at the end of the period	​	4,789	​	5,130	​	5,536

5.B.2.1 Cash Flows from Operating Activities

Cash flows from operating activities increased by 26.0% to EUR1,263 million in 2023 from EUR1,002 million in 2022 This was primarily driven by an increase in the contribution of the Construction Business Division, which had higher collections in Spain and other geographies, such as Australia, as well as increases in the contributions of the Toll Roads and Airports Business Divisions following the opening of the toll road I-66 in November 2022 and consolidation of the Dalaman airport into the Group in July 2022. The increase was also impacted by higher dividends from our equity accounted infrastructure companies, that amounted to EUR 324 million in 2023 (EUR 284 million in 2022) mainly due to the increase of dividends from 407 ETR.

Dividends received from infrastructure project companies consolidated by global consolidation that were eliminated in the consolidation process were EUR 417 million (EUR 191 million in 2022). Total dividends received from infrastructure project companies were EUR 741 million (EUR 475 million in 2022), being the main contributor our Toll Roads Business Division with EUR 704 million, highlighting dividends received from 407 ETR, NTE 35W and NTE.

Cash flows from operating activities increased by 23.7% to EUR 1,002 million in 2022 from EUR 810 million in 2021. This was primarily due to higher contribution from the Construction Business Division, which was driven by higher cash collections received in connection with advance payments in awards to Budimex and on projects in Canada and Australia, and higher cash flows from Toll Roads infrastructure project operations, mainly due to improved performance in 407 ETR. The increase was also partially offset by cash consumption in North America related to the finalization of several projects. Our dividends from equity accounted companies amounted to EUR 284 million in 2022 (EUR 272 million in 2021).

Dividends received from infrastructure project companies consolidated by global consolidation that were eliminated in the consolidation process were EUR 191 million (EUR 276 million in 2021). Total dividends received from infrastructure project companies were EUR 475 million (EUR 550 million in 2021), being the main contributor our Toll Roads division with EUR 388 million, highlighting dividends received from 407 ETR, NTE and LBJ.

5.B.2.2 Cash Flows from (Used in) Investing Activities

Cash flows (used in) investing activities decreased to an outflow of EUR 425 million in 2023 from an outflow of EUR 732 million in 2022. This was primarily driven by lower capital expenditures in construction of new infrastructure projects in 2023, mainly due to I-66 and NTE 35W Segment 3C opening in November 2022 and June 2023, respectively. Additionally, our cash flows (used in) investing activities were positively impacted by interest received due to the global increase in interest rates in comparison to the previous year. Part of those impacts were offset by the lower divestments in 2023 (EUR 43 million from Azores divestment) in comparison with 2022, that was impacted by the sale of Amey for GBP 265 million in December 2022 and our Spanish infrastructure services business for EUR 175 in January 2022. Our investments in associates (that were exclusively to infrastructure project companies) amounted to EUR 257 million in 2023 (EUR 347 million in 2022) mainly related to equity investments in NTO JFK.

Investments in equity in our infrastructure project companies consolidated by global consolidation that were eliminated in the consolidation process were EUR 111 million (EUR 414 million in 2022). Total investments

127

in equity in our infrastructure project companies and acquisition of companies in 2023 amounted to EUR 368 million (EUR 761 million in 2022).

Cash flows from (used in) investing activities decreased to an outflow of EUR 732 million in 2022 from an inflow of EUR 457 million in 2021. This was primarily driven by lower divestments in 2022, especially in the Services Business Division (which was divested in 2022) and the Construction Business Division. The 2021 cash flows were significantly impacted by the divestment of the environmental services division, which amounted to EUR 1,032 million, and the sale of non-core assets in Construction, including Budimex Real Estate, URBICSA, Figueras, Nalanda and SCC, Recycled Aggregates, within Webber. Our investments in associates (that were exclusively to infrastructure project companies) and acquisition of companies amounted to EUR 347 million in 2022 (EUR 923 million in 2021) and included the acquisition of a 60% stake in Dalaman airport concession, a 7.1% stake in I-77 and the equity contributions in NTO JFK.

Investments in equity in our infrastructure project companies consolidated by global consolidation that were eliminated in the consolidation process were EUR 414 million (EUR 65 million in 2021). Total investments in equity in our infrastructure project companies and acquisition of companies in 2022 amounted to EUR 761 million (EUR 988 million in 2021).

5.B.2.3 Cash Flows from (Used in) Financing Activities

Cash flows (used in) financing activities increased to an outflow of EUR 1,305 million in 2023 from an outflow of EUR 316 million in 2022. This change was mainly driven by our repurchase of the hybrid bond in 2023 for EUR 513 million, partially offset by the decrease in shareholder remuneration compared to the previous year.

Cash flows (used in) financing activities decreased to an outflow of EUR 316 million in 2022 from an outflow of EUR 2,221 million in 2021. This change was mainly driven by lower level of external borrowings in 2022 compared to 2021.

5.B.3 Financial Indebtedness

For a detailed breakdown of our Consolidated Net Debt, see “—6. Non-IFRS Measures: Liquidity and Capital Resources—1. Consolidated Net Debt.”

128

5.B.4 Infrastructure project borrowings

The following table sets forth our total infrastructure project borrowings as of the periods indicated:

​	As of December 31,
​	2023						2022
​	Bonds		Bank borrowings		Total		Bonds		Bank borrowings		Total
​	(in millions of euros)
Long-term	​	4,441	​	3,412	​	7,852	​	4,123	​	3,770	​	7,893
Toll roads	​	4,441	​	2,937	​	7,378	​	4,123	​	3,361	​	7,484
U.S. toll roads	​	4,441	​	2,307	​	6,748	​	4,123	​	2,438	​	6,561
Spanish toll roads	​	—	​	611	​	611	​	—	​	626	​	626
Portuguese toll roads	​	—	​	—	​	—	​	—	​	264	​	264
Other concessions	​	—	​	19	​	19	​	—	​	33	​	33
Airports	​	—	​	89	​	89	​	—	​	95	​	95
Construction	​	—	​	102	​	102	​	—	​	95	​	95
Energy and mobility infrastructures	​	—	​	284	​	284	​	—	​	219	​	219
Short-term	​	1	​	62	​	63	​	—	​	74	​	74
Toll roads	​	1	​	31	​	33	​	—	​	43	​	43
U.S. toll roads	​	1	​	—	​	1	​	—	​	—	​	—
Spanish toll roads	​	—	​	17	​	17	​	—	​	13	​	13
Portuguese toll roads	​	—	​	—	​	—	​	—	​	17	​	17
Other concessions	​	—	​	14	​	14	​	—	​	13	​	13
Airports	​	—	​	15	​	15	​	—	​	18	​	18
Construction	​	—	​	5	​	5	​	—	​	4	​	4
Energy and mobility infrastructures	​	—	​	11	​	11	​	—	​	9	​	9
Total	​	4,442	​	3,473	​	7,915	​	4,123	​	3,844	​	7,967

The following table presents the maturity of our infrastructure project borrowings as of December 31, 2023:

​	Fair value 2023		Carrying amount 2023		2024		2025		2026		2027		2028		2029 and beyond		Total maturities
​	(in millions of euros)
Infrastructure project obligations	​	4,092	​	4,442	​	—	​	1	​	7	​	1	​	1	​	2,625	​	2,636
Toll Roads	​	4,092	​	4,442	​	—	​	1	​	7	​	1	​	1	​	2,625	​	2,636
USD	​	4,092	​	4,442	​	—	​	1	​	7	​	1	​	1	​	2,625	​	2,636
EUR	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Bank borrowings of infrastructure project companies	​	3,473	​	3,473	​	76	​	60	​	285	​	61	​	169	​	4,782	​	5,434
Toll Roads	​	2,968	​	2,968	​	34	​	38	​	34	​	35	​	141	​	4,627	​	4,909
USD	​	2,307	​	2,307	​	3	​	—	​	—	​	—	​	97	​	4,154	​	4,253
EUR	​	661	​	661	​	31	​	38	​	34	​	35	​	44	​	473	​	656
Airports	​	104	​	104	​	10	​	14	​	16	​	18	​	20	​	37	​	115
EUR	​	104	​	104	​	10	​	14	​	16	​	18	​	20	​	37	​	115
Construction	​	106	​	106	​	4	​	4	​	4	​	5	​	5	​	84	​	106
EUR	​	91	​	91	​	4	​	4	​	4	​	5	​	5	​	69	​	91
PLN	​	15	​	15	​	—	​	—	​	—	​	—	​	—	​	15	​	15
Energy infrastructure and mobility	​	295	​	295	​	28	​	5	​	230	​	3	​	4	​	34	​	304
EUR	​	22	​	22	​	23	​	—	​	—	​	—	​	—	​	—	​	23
USD	​	224	​	224	​	2	​	2	​	228	​	—	​	—	​	—	​	232
GBP	​	49	​	49	​	3	​	3	​	3	​	3	​	4	​	34	​	49
Total infrastructure project borrowings	​	7,565	​	7,915	​	76	​	61	​	292	​	62	​	171	​	7,407	​	8,070

129

5.B.5 Ex-infrastructure project borrowings

The following table sets forth our total ex-infrastructure project borrowings as of the periods indicated:

​	As of December 31,
​	2023						2022
​	Long term		Short term		Total		Long term		Short term		Total
​	(in millions of euros)
Corporate bonds and debentures	​	2,270	​	320	​	2,590	​	2,072	​	16	​	2,088
Euro Commercial Paper	​	—	​	500	​	500	​	—	​	696	​	696
Corporate liquidity lines	​	296	​	—	​	296	​	802	​	3	​	805
Other borrowings	​	5	​	58	​	63	​	9	​	88	​	97
Total financial borrowings excluding infrastructure project companies	​	2,570	​	879	​	3,449	​	2,883	​	804	​	3,686

The following table presents the maturity of our ex-infrastructure project borrowings as of December 31, 2023:

​	Fair value 2023		Carrying amount 2023		2024		2025		2026		2027		2028		2029 and beyond		Total maturities
​	(in millions of euros)
Corporate debt	​	3,331	​	3,386	​	800	​	750	​	781	​	60	​	500	​	500	​	3,391
EUR	​	3,331	​	3,386	​	800	​	750	​	781	​	60	​	500	​	500	​	3,391
Other borrowings	​	63	​	63	​	21	​	5	​	13	​	6	​	1	​	—	​	46
EUR	​	3	​	3	​	—	​	—	​	—	​	—	​	1	​	—	​	1
PLN	​	9	​	9	​	1	​	5	​	2	​	1	​	—	​	—	​	9
CLP	​	19	​	19	​	20	​	—	​	—	​	—	​	—	​	—	​	20
Other	​	32	​	32	​	—	​	—	​	11	​	5	​	—	​	—	​	16
Total financial borrowings excluding infrastructure project companies	​	3,394	​	3,449	​	821	​	755	​	794	​	66	​	500	​	500	​	3,437

5.B.6 Non-IFRS Measures: Liquidity and Capital Resources

In considering the financial performance of the business, we analyze certain measures of liquidity and capital resources not defined by, or calculated in accordance with, IFRS-IASB: Consolidated Net Debt, Cash flows excluding infrastructure projects (Ex-Infrastructure Cash Flows), Cash flows from infrastructure projects (Infrastructure Cash Flows), and Ex-Infrastructure Liquidity. Those measures are not audited and are not a substitute for, or superior to, reported results presented in accordance with IFRS-IASB.

These non-IFRS measures should not be considered as alternatives to consolidated result for the period, operating result, revenue, cash generated from operating activities or any other performance measures derived in accordance with IFRS-IASB as measures of operating performance or operating cash flows or liquidity. We believe that these non-IFRS measures are metrics commonly used by investors to evaluate our performance and that of our competitors. We further believe that the disclosure of these non-IFRS measures is useful to investors, as these non-IFRS measures form the basis of how our executive team and the Board evaluate our performance. By disclosing these non-IFRS measures, we believe that we create for investors a greater understanding of, and an enhanced level of transparency into, some of the means by which our management team operates and evaluates us and facilitates comparisons of the current period’s results with prior periods.

For non-IFRS measures relating to our operating results, see “—A. Operating Results—8. Non-IFRS Measures: Operating Results.”

5.B.6.1 Consolidated Net Debt

Consolidated Net Debt corresponds to our balance of cash and cash equivalents minus short and long-term borrowings and other financial items that include our non-current restricted cash, the balance related to exchange-rate derivatives (covering both the debt issuance in currency other than the currency used by the

130

issuing company, through forward hedging derivatives, and cash positions that are exposed to exchange rate risk, through cross currency swaps) and other short term financial assets. Lease liabilities are not part of the Consolidated Net Debt. Consolidated Net Debt is a non-IFRS financial measure and should not be considered as an alternative to net income or any other measure of our financial performance calculated in accordance with IFRS.

We further break down our Consolidated Net Debt into two categories:

•

Consolidated Net Debt of infrastructure project companies: corresponds to our infrastructure project companies, which has no recourse to us, as a shareholder, or with recourse limited to the guarantees issued.

•

Consolidated Net Debt of ex-infrastructure project companies: corresponds to our other businesses, including our holding companies and other companies that are not considered infrastructure project companies. The debt included in this category generally has recourse to the Group.

We also discuss the evolution of our Consolidated Net Debt during any relevant period and split it into two categories: (i) Consolidated Net Debt of ex-infrastructure project companies and (ii) Consolidated Net Debt of infrastructure project companies, separated into the following items:

1.

change in cash and cash equivalents, as reported in our consolidated cash flows statement for the relevant period;

2.

change of our short and long-term borrowings for the relevant period; and

3.

change in additional financial items that we consider part of our Consolidated Net Debt, including changes of non-current restricted cash, changes in balance related to exchange-rate derivatives, changes in intragroup position balances and changes in other short-term financial assets.

We use Consolidated Net Debt to explain the evolution of our global indebtedness and to assist our management in making decisions related to our financial structure.

We also separate Consolidated Net Debt into Consolidated Net Debt of ex-infrastructure project companies and infrastructure project companies, as we find it helpful for investors and rating agencies to show the evolution of our Consolidated Net Debt of excluding infrastructure project companies, because the debt of infrastructure project companies has: (i) no recourse to the Group Companies or (ii) the recourse is limited to guarantees issued by other Group Companies. Net Debt of ex- infrastructure project companies is used by analysts and rating agencies to better understand the indebtedness that has recourse to the Group. For investors and rating agencies, it is important to clearly see and understand whether the rest of the Group is under any obligation to inject capital to repay the debt or cure any potential covenant breach if any of the Group’s infrastructure project companies underperform.

Additionally, our equity investors track performance of our infrastructure project companies on a cash basis, namely dividends received and capital invested, that are not shown in our change in cash and cash equivalents reported in our consolidated cash flow statement. Similarly, our debt investors need to know the dividends received from infrastructure project companies, as the key parameters for the rating of corporate bonds are cash flows of ex-infrastructure project companies (the main contributor of which is dividends from infrastructure project companies) and net debt of the ex-infrastructure project companies.

We allocate amounts from the different components of Consolidated Net Debt and its evolution, specifically cash flow as reported in IAS 7, between infrastructure project companies and ex-infrastructure project companies as follows:

•

Our consolidated subsidiaries and our equity-accounted companies are classified as infrastructure project companies (infrastructure project companies) or not infrastructure project companies (ex-infrastructure project companies). These two categories are not simultaneously applied to the same company (i.e., any given company is either categorized as an infrastructure project company or an ex-infrastructure project company, but it cannot be both).

•

We include as ex-infrastructure project companies all companies (whether consolidated or accounted for as equity-accounted companies) dedicated to construction activities, companies providing

131

services to the rest of the group, and holding companies (including those that are direct shareholders of infrastructure project companies).

•

We include as infrastructure project companies, all companies (whether consolidated or accounted for as equity-accounted companies) that meet the definition of “infrastructure project companies” as this is stated in our annual reports: specifically, they are companies, which are part of our toll roads, airports, energy infrastructure and construction businesses. Appendix I to our Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021, includes a complete list of our subsidiaries and associate companies, including details of all companies classified as infrastructure project companies, which are identified with a “P” in the “Type” column.

Specifically, cash flows of ex-infrastructure project companies are comprised of the cash flows generated by all companies classified as ex-infrastructure project companies, after the elimination of transactions between ex-infrastructure project companies. Cash flows of infrastructure project companies are comprised of the cash flows generated by all companies classified as infrastructure project companies, after the elimination of transactions between infrastructure project companies.

The key distinction in the classification between cash flows of ex-infrastructure project companies and cash flows of infrastructure project companies is the treatment of intercompany transactions between ex-infrastructure project companies and infrastructure project companies. These intercompany transactions are comprised of dividends paid by infrastructure project companies to ex-infrastructure project companies and investments of equity paid by ex-infrastructure project companies to infrastructure project companies. We treat these transactions as follows:

•

Dividends received by ex-infrastructure project companies from infrastructure project companies are classified as cash flows from operations ex-infrastructure project companies;

•

Dividends paid by infrastructure project companies to ex-infrastructure project companies are classified as cash flows from financing of infrastructure project companies;

•

Equity investment paid by ex-infrastructure project companies to infrastructure project companies are classified as cash flows from investments ex-infrastructure project companies; and

•

Equity investment received by infrastructure project companies from ex-infrastructure project companies are classified as cash flows from financing of infrastructure project companies.

These dividends include dividends and other similar items, comprising (i) interest on shareholder loans and (ii) repayments of capital and shareholder loans.

The equity investment includes the cash invested by the Group in infrastructure project companies through capital contributions or other similar financial instruments such as shareholder loans. These intercompany transactions are eliminated in the consolidated cash flows.

The following table sets forth a reconciliation of Consolidated Net Debt to our cash and cash equivalents for the periods indicated:

​	As of December 31,
​	2023		2022		2021		2020
​	(in million of euros)
Cash and cash equivalents excluding infrastructure projects	​	(4,585)	​	(4,962)	​	(5,329)	​	(6,396)
Short and long-term borrowings	​	3,449	​	3,686	​	3,201	​	4,552
Non-current restricted cash	​	(32)	​	(41)	​	0	​	(3)
Forwards hedging balances	​	18	​	(151)	​	22	​	(14)
Cross currency swaps balances	​	13	​	5	​	9	​	2
Intragroup position balances(*)	​	16	​	25	​	37	​	39
Other short term financial assets	​	0	​	0	​	(11)	​	0
Consolidated Net Debt of ex-infrastructure project companies	​	(1,121)	​	(1,439)	​	(2,071)	​	(1,821)

132

​	As of December 31,
​	2023		2022		2021		2020
​	(in million of euros)
Cash and cash equivalents from infrastructure projects	​	(204)	​	(168)	​	(207)	​	(148)
Short and long-term borrowings	​	7,915	​	7,967	​	7,409	​	5,240
Non- current restricted cash	​	(596)	​	(556)	​	(579)	​	(650)
Intragroup position balances(*)	​	(16)	​	(25)	​	(37)	​	(39)
Consolidated Net Debt of infrastructure project companies	​	7,100	​	7,219	​	6,586	​	4,403
Consolidated Net Debt	​	5,979	​	5,781	​	4,515	​	2,582

(*)

Intragroup balances are comprised of financial assets (cash) and liabilities (borrowings) between our ex-infrastructure project companies and infrastructure project companies that are eliminated in the consolidation process and therefore have no impact on our Consolidated Net Debt.

The following tables present, for the periods indicated, the changes in Consolidated Net Debt (including separation by ex-infrastructure project companies and infrastructure project companies), as well as the breakdown of our statement of cash flows into cash flows of ex-infrastructure project companies, cash flows of infrastructure project companies and intercompany eliminations.

​	As of December 31, 2023
​	Change in Consolidated Net Debt (1+2+3)		Ex-infrastructure project companies(1)		Infrastructure project companies(2)		Intercompany eliminations(3)
​	(in million of euros)
Cash flow from operating activities	​	1,263	​	791	​	890	​	(417)
Cash flow from/ (used in) investing activities	​	(425)	​	(184)	​	(347)	​	104
Cash flow from/ (used in) financing activities	​	(1,305)	​	(1,146)	​	(471)	​	313
Effect of exchange rate on cash and cash equivalents	​	160	​	161	​	(1)	​	—
Change in cash and cash equivalents due to consolidation scope changes	​	(34)	​	0	​	(34)	​	—
Change in cash and cash equivalents from assets held for sale	​	0	​	0	​	0	​	—
Cash Flows (Change in cash and cash equivalents) (A)	​	(341)	​	(378)	​	37	​	0
Change in short and long-term borrowings (B)	​	(288)	​	(236)	​	(52)	​	—
Change in Non-current restricted cash	​	(31)	​	9	​	(40)	​	—
Change in Forwards hedging balances	​	169	​	169	​	—	​	—
Change in Cross currency swaps balances	​	8	​	8	​	—	​	—
Change in Intragroup balances	​	0	​	(9)	​	9	​	—
Change in other short term financial assets	​	0	​	0	​	—	​	—
Other changes in Consolidated Net Debt (C)	​	146	​	177	​	(31)	​	—
Change in Consolidated Net Debt (C+B-A)	​	199	​	318	​	(120)	​	—
Consolidated Net Debt at beginning of the year(*)	​	5,781	​	(1,439)	​	7,219	​	—
Consolidated Net Debt at year-end(*)	​	5,979	​	(1,121)	​	7,100	​	—

(*)

For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the “reconciliation of Consolidated Net Debt to our cash and cash equivalents” table above.

(A)

Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B)

Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C)

Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and

133

liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in other short-term financial assets.

(1)

Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2)

Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3)

Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR (417) million dividends paid by infrastructure project companies within our toll roads division: NTE 35W EUR (251) million, NTE EUR (109) million, LBJ EUR (37) million, from our Energy Infrastructure and Mobility division, EUR (18) million coming from El Berrocal renewable energy generation plant and other minor dividends from toll roads and Energy Infrastructure and Mobility division. It also includes equity investments of EUR 104 million, invested in toll roads infrastructure project companies I-66 EUR 53 million, NTE 35W Segment 3C EUR 35 million, as well as in Centella project EUR 10 million and El Berrocal plant EUR 3 million and other minor investments.

​	As of December 31, 2022
​	Change in Consolidated Net Debt (1+2+3)		Ex-infrastructure project companies(1)		Infrastructure project companies(2)		Intercompany eliminations(3)
​	(in million of euros)
Cash flow from operating activities	​	1,002	​	565	​	629	​	(191)
Cash flow from/ (used in) investing activities	​	(732)	​	(421)	​	(720)	​	410
Cash flow from/ (used in) financing activities	​	(316)	​	(140)	​	42	​	(219)
Effect of exchange rate on cash and cash equivalents	​	(283)	​	(289)	​	7	​	—
Change in cash and cash equivalents due to consolidation scope changes	​	4	​	0	​	4	​	—
Change in cash and cash equivalents from assets held for sale	​	(81)	​	(81)	​	0	​	—
Cash Flows (Change in cash and cash equivalents) (A)	​	(407)	​	(367)	​	(40)	​	0
Change in short and long-term borrowings (B)	​	1,043	​	485	​	558	​	—
Change in Non-current restricted cash	​	(18)	​	(41)	​	23	​	—
Change in Forwards hedging balances	​	(173)	​	(173)	​	—	​	—
Change in Cross currency swaps balances	​	(4)	​	(4)	​	—	​	—
Change in Intragroup balances	​	0	​	(12)	​	12	​	—
Change in other short term financial assets	​	11	​	11	​	—	​	—
Other changes in Consolidated Net Debt (C)	​	(184)	​	(219)	​	35	​	—
Change in Consolidated Net Debt (C+B-A)	​	1,266	​	632	​	633	​	—
Consolidated Net Debt at beginning of the year(*)	​	4,515	​	(2,071)	​	6,586	​	—
Consolidated Net Debt at year-end(*)	​	5,781	​	(1,439)	​	7,219	​	—

(*)

For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the “reconciliation of Consolidated Net Debt to our cash and cash equivalents” table above.

(A)

Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B)

Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C)

Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in other short-term financial assets.

134

(1)

Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2)

Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3)

Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR (191) million dividends paid by infrastructure project companies within our toll roads division from NTE EUR (92) million and LBJ EUR (31) million and from our Energy Infrastructure and Mobility division, EUR (51) million coming from Trasnchile and other minor dividends. It also includes equity investments of EUR 410 million, invested in toll roads infrastructure project companies I-66 EUR 322 million and NTE 35W Segment 3C EUR 46 million, as well as in El Berrocal EUR 27 million and other minor investments.

​	As of December 31, 2021
​	Change in Consolidated Net Debt (1+2+3)		Ex-infrastructure project companies(1)		Infrastructure project companies(2)		Intercompany eliminations (3)
​	(in million of euros)
Cash flow from operating activities	​	810	​	617	​	469	​	(276)
Cash flow from/ (used in) investing activities	​	457	​	520	​	(127)	​	65
Cash flow from/ (used in) financing activities	​	(2,221)	​	(2,138)	​	(294)	​	210
Effect of exchange rate on cash and cash equivalents	​	99	​	93	​	6	​	—
Change in cash and cash equivalents due to consolidation scope changes	​	(109)	​	(110)	​	1	​	—
Change in cash and cash equivalents from assets held for sale	​	(44)	​	(48)	​	4	​	—
Cash Flows (Change in cash and cash equivalents) (A)	​	(1,008)	​	(1,067)	​	59	​	0
Change in short and long-term borrowings (B)	​	818	​	(1,351)	​	2,169	​	—
Change in Non-current restricted cash	​	74	​	3	​	71	​	—
Change in Forwards hedging balances	​	36	​	36	​	—	​	—
Change in Cross currency swaps balances	​	7	​	7	​	—	​	—
Change in Intragroup balances	​	0	​	(2)	​	2	​	—
Change in other short term financial assets	​	(11)	​	(11)	​	—	​	—
Other changes in Consolidated Net Debt (C)	​	106	​	33	​	73	​	—
Change in Consolidated Net Debt (C+B-A)	​	1,932	​	(250)	​	2,183	​	—
Consolidated Net Debt at beginning of the year(*)	​	2,582	​	(1,821)	​	4,403	​	—
Consolidated Net Debt at year-end(*)	​	4,515	​	(2,071)	​	6,586	​	—

(*)

For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the “reconciliation of Consolidated Net Debt to our cash and cash equivalents” table above.

(A)

Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B)

Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C)

Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in other short-term financial assets.

(1)

Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are

135

globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2)

Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3)

Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR (276) million dividends paid by infrastructure project companies within our toll roads division, from LBJ EUR (167) million and NTE EUR (53) million, from our Energy Infrastructure and Mobility division, EUR (29) million coming from Centella, EUR (25) million coming from different infrastructure project companies withing our former Services business division and other minor dividends. It also includes equity investments of EUR 65 million, invested in toll roads infrastructure project company I-66 EUR 33 million, as well as in Centella EUR 26 million and El Berrocal EUR 16 million.

Change in Consolidated Net Debt

Our Consolidated Net Debt increased by EUR 198 million in 2023 to EUR 5,979 million at December 31, 2023 from EUR 5,781 million at December 31, 2022. This increase was driven by a net cash reduction of EUR 318 million of our Consolidated Net Debt of ex-infrastructure project companies to EUR (1,121) million EUR at December 31, 2023 from EUR (1,439) million at December 31, 2022, which was partially offset by a decrease of EUR (119) million in our Consolidated Net Debt of infrastructure project companies to EUR 7,100 million EUR at December 31, 2023 from EUR 7,219 million at December 31, 2022.

Our Consolidated Net Debt increased by EUR 1,266 million in 2022 to EUR 5,781 million at December 31, 2022 from EUR 4,515 million at December 31, 2021. This increase was driven by a net cash reduction of EUR 632 million of our Consolidated Net Debt of ex-infrastructure project companies to EUR (1,439) million EUR at December 31, 2022 from EUR (2,071) million at December 31, 2021, and an increase of EUR 633 million in our Consolidated Net Debt of infrastructure project companies to EUR 7,219 million EUR at December 31, 2022 from EUR 6,586 million at December 31, 2021.

Change in Consolidated Net Debt ex-infrastructure project companies

The EUR 318 million net cash reduction in our Consolidated Net Debt of ex-infrastructure project companies in 2023 was affected by the negative cash flows (used in) financing activities, driven, in turn, by the repurchase of the hybrid bond in 2023 for EUR 513 million and the shareholders remuneration, partially offset by the positive cash flow from operating activities.

The EUR 632 million net cash reduction of our Consolidated Net Debt of ex-infrastructure project companies in 2022 was explained mainly by investments into our infrastructure project companies and acquisition of companies in 2022, that amounted to EUR (761) million, partially offset by our cash flow from operating activities and the divestment of companies.

Cash flow from operating activities ex-infrastructure projects companies

Cash flows from operating activities ex-infrastructure project companies increased to an inflow of EUR 791 million in 2023 as compared to an inflow of EUR 565 million in 2022. This was primarily driven by dividends received from our infrastructure project companies, that amounted to EUR 741 million (of which EUR 417 million corresponded to infrastructure project companies that we consolidate globally and that are eliminated in our Consolidated Cash Flows), being the main contributor our Toll Roads division with EUR 704 million, highlighting dividends received from 407 ETR, NTE 35W and NTE (EUR 475 million in 2022, of which EUR 388 million from Toll Roads division); and the cash flows from our Construction division, that amounted to EUR 332 million, primarily driven by Budimex performance and cash received in advance in relevant contracts, such us the Ontario Line of the Toronto Metro. The rest of cash flows from operating activities excluding infrastructure projects were mainly related by corporate offices overheads and contributions from other minor activities.

Cash flows from operating activities excluding infrastructure project companies decreased slightly to EUR 565 million in 2022 from EUR 617 million in 2021. This was primarily driven by lower dividends received from infrastructure projects, that amounted to EUR 475 million (of which EUR 191 million corresponded to

136

infrastructure project companies that we consolidate globally and that are eliminated in our Consolidated Cash Flows), being the main contributor our Toll Roads division with EUR 388 million, highlighting dividends received from 407 ETR, NTE and LBJ (EUR 550 million in 2021, of which EUR 469 million from Toll Roads division); and lower contribution from Services Business Division on the back of the reduction of the business following the divestment process. This was partially offset, however, by higher contribution from the Construction Business Division, that amounted to EUR 175 million (EUR (5) million in 2021).

Cash flows (used in) investing activities excluding infrastructure project companies

Cash flows (used in) investing activities ex-infrastructure project companies increased to an outflow of EUR 184 million in 2023 from an outflow of EUR 421 million in 2022. This change was mainly due to the sale of the Amey to One Equity Partners for EUR 301 million and the Spanish infrastructure services business to Portobello for EUR 175 million in 2022, which was partially offset by the lower investments in Toll Roads business division and the positive interest inflow derived from cash remuneration improvements in 2023. Specifically, our investment in our infrastructure project companies and acquisition of companies in 2023 amounted to EUR (368) million (of which EUR (111) million corresponded to infrastructure project companies that we consolidate globally and that are eliminated in our Consolidated Cash Flows), primarily in NTO JFK, I-66 and NTE 35W Segment C projects.

Cash flows from (used in) investing activities excluding infrastructure project companies decreased to an outflow of EUR 421 million in the year ended December 31, 2022 from an inflow of EUR 520 million in the year ended December 31, 2021. This change was mainly due to lower divestments in 2022, especially in Services Business Division and the Construction Business Division. The 2021 cash flows were significantly impacted by the divestment of the environmental services division, which amounted to EUR 1,032 million, and the sale of non-core assets in Construction Business Division, including Budimex Real Estate, URBICSA, Figueras, Nalanda and SCC, Recycled Aggregates, within Webber. In 2022, main divestments were in Amey and the Infrastructure Services business in Spain. Investments in our infrastructure project companies and acquisition of companies in 2022, that amounted to EUR 761 million (of which EUR 414 million corresponded to infrastructure project companies that we consolidate globally and that are eliminated in our Consolidated Cash Flows), including equity contributions in toll roads projects I-66 and NTE 35W, and the acquisition of an additional 7.1% stake in I-77, as well as the acquisition of a 60% stake in the Dalaman airport concession and the equity contributions in the NTO JFK project.

Cash flows (used in) financing activities ex-infrastructure project companies

Cash flows (used in) financing activities ex-infrastructure project companies decreased to an outflow of EUR 1,146 million in 2023 from an outflow of EUR 140 million in 2022. This change was mainly driven by the repurchase of our hybrid bond (EUR 513 million) and lower external corporate borrowings in 2023, which was partially offset by the higher shareholder remuneration in 2022.

Cash flows (used in) financing activities excluding infrastructure projects increased to an outflow of EUR 140 million in the year ended December 31, 2022 from an outflow of EUR 2,138 million in the year ended December 31, 2021. This change was mainly driven by lower external borrowings in 2021, partially offset by higher shareholder distributions.

Effect of exchange rate on cash and cash equivalents ex-infrastructure project companies

The positive impact of effect of exchange rate on cash and cash equivalents of EUR 161 million in 2023 was primarily driven by the cash impact from exchange rate derivatives covering Canadian dollars.

The negative impact of effect of exchange rate on cash and cash equivalents of EUR (289) million in 2023 was primarily driven by the cash impact from exchange rate derivatives covering CAD and USD.

Change in cash and cash equivalents from assets held for sale ex-infrastructure project companies

The change in cash and cash equivalents from assets held for sale in 2022 was explained by the divestment of Amey.

137

Change in short and long-term borrowings ex-infrastructure project companies

The reduction EUR 236 million in our short and long-term borrowings ex-infrastructure project companies was explained by a reduction in our corporate liquidity lines of EUR 509 million and a reduction in our Euro commercial paper volume of EUR 196 million, partially offset by the issuance of sustainability-linked bond amounting to 500 million issued on September 10, 2023.

The increase of EUR 485 million in our short and long-term borrowings ex-infrastructure project companies was explained by an increase in our Euro commercial paper volume of EUR 446 million and an increase in our corporate liquidity lines of EUR 504 million and a reduction of EUR 497 million explained by the redemption of the bond issued in September 2016 for a notional amount of EUR 500 million.

Other changes in Consolidated Net Debt ex-infrastructure project companies

The other changes in Consolidated Net Debt were primarily driven by the fair value impact on our statement of financial positions of our forward derivatives, both in 2023 and 2022.

Change in Consolidated Net Debt of infrastructure project companies

The decrease of EUR 120 million in our Consolidated Net Debt of infrastructure project companies in 2023 was primarily driven by the consolidation scope change after the Azores divestment and the foreign exchange impact in our US projects debt, partially offset by additional debt issued at NTE 35W project.

The increase of EUR 633 million in our Consolidated Net Debt of infrastructure project companies in 2022 was primarily driven by the negative exchange rate impact of the USD in our US concessions and the consolidation scope change after the Dalaman airport concession acquisition during the year.

Cash flows from operating activities from infrastructure project companies

Cash flows from operating activities from infrastructure project companies increased to EUR 890 million in 2023 as compared to EUR 629 million in 2022. This was primarily driven by the impact of I-66 after its opening in November 2022 and the positive evolution of other Managed Lanes.

Cash flows from operating activities from infrastructure project companies increased to EUR 629 million in 2022 as compared to EUR 469 million in 2021. This was primarily driven by higher cash flows from Toll Roads infrastructure project operations due to higher traffic following recovery once COVID-19 mobility restrictions were largely removed.

Cash flows from (used in) investing activities from infrastructure project companies

Cash flows from (used in) investing activities from infrastructure project companies increased to a loss of EUR 347 million in 2023 from a loss of EUR 720 million in 2022. This change was mainly due to the impact of investments in I-66 in 2022, together with lower restricted cash in NTE 35W.

Cash flows from (used in) investing activities from infrastructure project companies decreased to a loss of EUR 720 million in the year ended December 31, 2022 from a loss of EUR 127 million in the year ended December 31, 2021. This change was mainly due to higher investment cash flows for infrastructure projects, mainly payments made in respect of capital expenditure investments in 2022, especially in the Toll Roads’ Managed Lanes (I-66 and NTE 35W).

Cash flows (used in) financing activities from infrastructure project companies

Cash flows (used in) financing activities from infrastructure project companies increased to an outflow of EUR 471 million in 2023 from an inflow of EUR 42 million in 2022. This change was mainly driven by the higher dividends paid to non-controlling interests of investees (first dividend distribution by NTE 35W), together with interests paid.

Cash flows (used in) financing activities from infrastructure project companies increased to an inflow of EUR 42 million in the year ended December 31, 2022 from an outflow of EUR 294 million in the year ended

138

December 31, 2021. This change was mainly driven by capital cash flows received from non-controlling interests in I-66 in the year ended December 31, 2022.

Change in cash and cash equivalents due to consolidation scope changes from infrastructure project companies

The change in cash and cash equivalents due to consolidation scope changes in 2023 was explained by the divestment of Azores.

Change in short and long-term borrowings from infrastructure project companies

The decrease of EUR 52 million in short and long-term borrowings from infrastructure project companies in 2023 was primarily driven by the consolidation scope change after the Azores divestment and the foreign exchange impact in our US projects debt, partially offset by additional debt issued at NTE 35W project.

The decrease of EUR 558 million in short and long-term borrowings from infrastructure project companies in 2022 was primarily driven by the negative exchange rate impact of the USD in our US concessions and the consolidation scope change after the Dalaman airport concession acquisition during the year.

Other changes in Consolidated Net Debt from infrastructure project companies

The other changes in Consolidated Net Debt from infrastructure project companies were primarily related to the change in our non-current restricted cash in 2023 and 2022.

5.B.6.3 Ex-Infrastructure Liquidity

Ex-Infrastructure Liquidity corresponds to the sum of the cash and cash equivalents raised from to our ex-infrastructure projects, long-term restricted cash, as well as the committed short and long-term credit facilities which remain undrawn by the end of each period (corresponding to credits granted by financial entities which may be drawn by us within the terms, amount and other conditions agreed in each contract) and forward hedging cash flows.

We use Ex-Infrastructure Liquidity to determine our liquidity to meet any financial commitment in relation to our ex-infrastructure projects. The liquidity disclosure figures below for the years ended December 31, 2023, 2022 and 2021, are as presented in our audited financials for those years and therefore include our continued and discontinued activities.

The following table sets forth a reconciliation of Ex-Infrastructure Liquidity for the periods indicated.

​	As of December 31,
​	2023		2022		2021
​	(in million of euros)
Cash and cash equivalents	​	4,585	​	4,962	​	5,329
Non-current restricted cash	​	32	​	41	​	—
Other short term financial assets	​	—	​	—	​	11
Undrawn credit lines	​	789	​	964	​	782
Forward hedging cash flows	​	(18)	​	151	​	(22)
Total liquidity ex infrastructure	​	5,387	​	6,118	​	6,100

As of December 31, 2023, our liquidity, excluding infrastructure projects, was EUR 5,387 million, which included liquidity lines available at the ex-infrastructure projects level in the amount of EUR 789 million, as compared to EUR 6,118 million as of December 31, 2022, which included liquidity lines available in the amount of EUR 964 million.

As of December 31, 2022, our liquidity, excluding infrastructure projects, was EUR 6,118 million, which included liquidity lines available at the ex-infrastructures level in the amount of EUR 964 million, as compared to EUR 6,100 million as of December 31, 2021 (EUR 6,421 million including discontinued operations).

139

Ex-infrastructure projects, the principal source of our liquidity, is cash generated from operations. We also have access to the debt capital markets through debt issuances and a number of local borrowing facilities in a variety of currencies and at floating rates in order to meet specific funding needs of certain of our subsidiaries. Our liquidity requirements primarily relate to servicing our ongoing debt obligations, our working capital requirements, funding our operating expenses and capital expenditures, funding our dividend payments, and implementing our growth strategies.

We intend to continue to apply a disciplined approach to capital allocation and have established mechanisms to preserve the necessary level of liquidity with periodic procedures that include cash generation forecasts and cash requirements, both for the different short-term collections and payments as well as long-term obligations.

5.B.7 Investments and divestments

The table below sets out our investments and divestments split by Business Division for the years ended December 31, 2023, 2022, and 2021.

​	For the year ended December 31,
​	2023						2022						2021
​	Investments(1)		Divestments(2)		Cash flows from (used in) investing activities		Investments(1)		Divestments(2)		Cash flows from (used in) investing activities		Investments(1)		Divestments(2)		Cash flows from (used in) investing activities
​	(in millions of euros)
Toll Roads	​	(239)	​	32	​	(207)	​	(794)	​	134	​	(660)	​	(1,038)	​	47	​	(990)
Airports	​	(265)	​	—	​	(265)	​	(204)	​	—	​	(204)	​	(54)	​	—	​	(54)
Construction	​	(80)	​	6	​	(74)	​	(91)	​	5	​	(86)	​	(52)	​	529	​	477
Services	​	—	​	—	​	—	​	(21)	​	316	​	295	​	(72)	​	1,040	​	968
Others	​	(70)	​	5	​	(65)	​	(115)	​	(27)	​	(142)	​	(70)	​	5	​	(65)
Interest received	​	236	​	—	​	236	​	47	​	—	​	47	​	3	​	—	​	3
Interest of long-term restricted cash	​	(51)	​	—	​	(51)	​	18	​	—	​	18	​	119	​	—	​	119
Total	​	(468)	​	43	​	(425)	​	(1,161)	​	429	​	(732)	​	(1,164)	​	1,621	​	457

(1)

Corresponds to the sum of the concepts Investments in property, plant and equipment/intangible assets, investments in infrastructure projects, Non-refundable grants, and Investments in associates and non-current financial assets/ acquisition of companies reported in our consolidated Cash Flow.

(2)

Corresponds to the sum of the concepts Divestment of infrastructure projects and Divestment/sale of companies reported in our consolidated Cash Flow.

For discussion of our material investments, dispositions, and acquisitions made in recent years, see “Item 4. Information on the Company—A. History and Development of the Company—2. Summary of Historical Investments and Divestments.”

5.B.8 Financing

5.B.8.1 Infrastructure project borrowings

5.B.8.1.1 Project debt guarantees and covenants

Our debt classified as project debt refers to debt (i) without recourse to the shareholders of the projects (i.e., our consolidated subsidiaries through which we have an indirect interest in the relevant project), including us, or (ii) with recourse limited to the guarantees granted by said shareholders. The guarantees granted by our subsidiaries in relation to the debt of these projects are described in “—E. Critical Accounting Estimates—1. Off-Balance-Sheet Arrangements and Contingent Liabilities.” As of December 31, 2023, all of our fully consolidated project companies comply with the significant covenants in force.

140

Our infrastructure project borrowings include debt covenants and covenant debt ratios, in particular related to the obligation to arrange certain restricted accounts to cover short-term or long-term obligations relating to the payment of principal or interest on borrowings and to infrastructure maintenance and operation, which are customary in the industry. The recovery for any potential breach under such covenants is limited to the assets of the relevant project, and, thus, it is considered a ring-fenced project debt which has no recourse to us and our respective subsidiary participating in the relevant project. Although the overall consequence of not complying with such covenant debt ratios will depend on a particular agreement, in most cases it will be limited to declaration of an event of default in connection with the relevant financing agreement, without an obligation on our part to inject additional equity and/or repay the underlying debt, except in specific cases for the guarantees granted by shareholders. No individual event of default in connection with our infrastructure project financing agreements would be material to us.

5.B.8.2 Ex-infrastructure project borrowings

5.B.8.2.1 Corporate Debt

Our corporate debt consists of the following debt instruments.

•

Corporate Bonds: the book value of the corporate bonds as of December 31, 2023 amounted to EUR 2,590 million (EUR 2,088 million as of December 31, 2022). Their characteristics are shown in the following table.

Date of issuance	Notional amount as of December 31, 2023	Maturity	Annual Coupon
(in millions of euros)
7/15/2014	300	7/15/2024	2.500%
3/29/2017	500	3/31/2025	1.375%
5/14/2020	780	5/14/2026	1.382%
11/12/2020	500	11/12/2028	0.540%
9/13/2023	500	9/13/2030	4.375%

•

All issues made as of 2014 and up to 2023 are admitted to trading on the AIAF fixed income market (Spain). All these issues are guaranteed by the Company. The corporate bond issued in 2023 was issued by our parent company, Ferrovial SE, and is admitted to trading on Euronext Dublin.

•

During the year ending December 31, 2022, the bond issued in September 2016 for a notional amount of EUR 500 million and annual coupon of 0.375% was repaid.

•

During the year ended December 31, 2021, the bond issued in June 2013 for a notional amount of EUR 500 million and annual coupon of 2.557% and the associated interest rate swap were repaid.

•

Sustainability Linked Bond: in September 2023, we issued a sustainable linked bond for an amount of EUR 500 million, with maturity in 2030. The proceeds of the sustainability linked bond were used to repay EUR 500 million of the bilateral banking facilities, increasing the average life of our debt and reducing the cost of debt of ex-infrastructure project borrowings. The sustainability linked bond includes two sustainability performance targets (“SPTs”): (i) an absolute reduction of Scope 1&2 GHG emissions of 31.9% by 2028, using 2009 as base year (SPT1.1) and (ii) a 20% reduction of certain Scope 3 GHG emissions by 2028, using 2015 as base year (SPT2.1). Failure to meet one or both SPTs would entitle bondholders to receive: (i) if SPT1.1 is missed, +30 bps at maturity, and (ii) if SPT2.1 is missed, +45 bps at maturity. The sustainability linked bond is listed in the regulated market of Ireland (Euronext Dublin).

•

Sustainability Target Euro Commercial Paper: in the first quarter of 2018, we formalized a program to issue promissory notes for a maximum amount of EUR 1,000 million, with maturities between 1 and 364 days from the issue date, allowing for greater diversification of funding sources in the capital market and more efficient management of available liquidity. At the end of 2019, the limit was increased to EUR 1.5 billion, with the book balance as of December 31, 2023 being EUR 500 million.

141

This promissory note issuance program has been renewed annually since 2018. After the Merger, the previous program was replaced with a new Sustainability Target Euro Commercial Paper program issued by the Company from the Netherlands, with similar terms and conditions to the previous program. This new program is not listed on any regulated markets and has received the Short-Term European Paper label (STEP label) from the STEP Secretariat, the body in charge of the day-to-day management of the STEP label. Outstanding notes issued under the previous program will be repaid at maturity by the Company and will be counted towards the limit of the new program.

•

Corporate liquidity facility: in July 2018 we refinanced the corporate liquidity line incorporating sustainability criteria. Of the line’s current maximum limit (EUR 900 million with the possibility of drawing down balances in EUR, USD, CAD and GBP), USD 260 million had been drawn down as of December 31, 2023.

•

Cross-currency swaps: in order to hedge possible variations in the interest rate and exchange rate of the amounts drawn under the corporate liquidity facility, we have contracted cross currency swaps for USD 260 million, maturing in 2025, and with an agreed countervalue of EUR 250 million, the fair value of which amounts to a loss of EUR 13 million.

The change in corporate debt compared to December 31, 2022 (EUR 560 million) is mainly due to the issuance of Euro-commercial papers (EUR 196 million), with an average rate of 3.13%, as well as the redemption of the bond issued in 2016 for EUR 500 million and additional borrowings of EUR 500 million.

5.B.8.2.2 Corporate Rating

The financial rating agencies Standard & Poor’s and Fitch maintain their opinion on the financial rating of our corporate senior debt at ‘BBB’ and ‘BBB with a stable outlook’, respectively, within the “Investment Grade” category.

5.B.8.2.3 Other Debt

The other debt line amounts to EUR 63 million as of December 31, 2023, compared to EUR 97 million as of December 31, 2022 and mainly includes balances of other bank debt, predominantly in the Airports Business Division (EUR 31 million as of December 31, 2023) and related to the capital contributions made to the JFK NTO project.

5.B.9 Future Material Investments and Anticipated Capital Expenditures

Our future investment commitments as of December 31, 2023 mainly relate to commitments to invest in the NTO at JFK airport and other minor commitments to invest up to EUR 53 million in certain equity-method investees dedicated to innovation projects related primarily to the energy and mobility sector. On March 14, 2024, we, through our subsidiary Cintra, entered into an agreement to acquire a 24.0% stake in IRB Infrastructure Trust, an investment vehicle sponsored by our equity-accounted company IRB. For further details on this transaction, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.” For more information on our investment commitments, see “Item 4. Information on the Company—A. History and Development of the Company—3. Current Investments,” “—B. Business Overview—3. Group Overview—2. Segments, Products, and Services” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments.”

142

​	2024	2025	2026	2027	2028	2029 and beyond	Total
​	(in millions of euros)
Toll Roads	12	—	—	—	—	—	12
Airports	—	—	—	—	—	—	—
Energy and Mobility	9	13	17	—	—	3	42
Investments in fully-consolidated infrastructure project companies	21	13	17	—	—	3	54
Toll Roads	—	27	—	—	—	—	27
Airports	459	242	67	—	—	—	768
Construction	1	—	—	—	—	—	1
Investments in equity-accounted infrastructure project companies	460	269	67	—	—	—	796
Total investments in infrastructure project companies	481	282	84	—	—	3	850

(1)

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is part of the Construction Business Division, and the energy infrastructures business line, which is part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The reorganization has been substantially completed in the first quarter of 2024. As a result figures included under Energy and Mobility pertain to Energy only starting in 2025.

5.C.   Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview—6. Research and Development” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results.”

5.D.   Trend Information

See “—A. Operating Results.”

5.D.1 Significant Change in the Company’s Financial Performance

No significant change in our financial performance has occurred since December 31, 2023.

5.D.2 Significant Change in the Company’s Financial Position

No significant change in our financial position has occurred since December 31, 2023.

5.E.   Critical Accounting Estimates

We have provided a summary of our significant accounting policies, estimates and judgments in Note 1.3 (Summary of Significant Accounting Policies) to the Audited Financial Statements. The following critical accounting discussion pertains to the accounting policies, judgments, estimates and assumptions that management believes are most critical to the portrayal of our historical financial condition and results of operations. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies. For additional information, see Notes 1.1 and 1.3 to the Audited Financial Statements.

Basis of consolidation

In order to calculate the degree of control, joint control or significant influence in each Group company, the consistency of the ownership interest held with the number of votes controlled in each company under their bylaws and shareholder agreements is reviewed. In the case of business activities with companies in which the existence of joint control is identified, the general basis of consolidation is the equity method.

In relation to these jointly controlled businesses, apart from the situations in which there are two venturers, each with a 50% ownership interest, the cases requiring a more in-depth analysis are those relating to

143

infrastructure projects in which Ferrovial is the shareholder with the largest ownership interest (less than or equal to 50%) and has the right to propose the Chief Executive Officer or other executives of the investee, while the other shareholders, mainly infrastructure funds, it directly on the Board of Directors.

In all these cases, it has been concluded that the projects in question should be equity-accounted, because Ferrovial does not have the right to appoint the majority of the Board Directors and the Board resolutions (including the appointment of the main executive positions) always require a simple or qualified majority, where Ferrovial does not itself have a casting vote in the event of a tie. For further details, see Note 1.3.2 (Basis of Consolidation) in the Audited Financial Statements.

Accounting estimates and judgements

Most relevant estimates to measure some of the assets, liabilities, income, expenses and commitments recognized relate to the following:

I.

Revenue from long-term construction contracts with customers (see Note 1.3.3.4 in the Audited Financial Statements), particularly as regards to:

a.

Application of the output method to recognize revenue over time, measuring the work carried out by surveying performance completed to date, in which the revenue recognized reflects the work units executed and the unit price. Under this method, the units completed in each contract are the basis used to recognize revenue. Those units are calculated by each project team based on the technical progress made up to the financial statements date. The revenue recognized reflects the work units executed valued applying the unit price established in the contract.

b.

Application of the input method to recognize revenue over time on those contracts where the output method cannot be applied to, estimating the total costs forecast to complete the work, using most recent contract budgets approved in each case by the relevant members of management, making assumptions on future prices of materials and subcontractors’ work. Prices included in future materials supply arrangements and subcontractors’ contracts are used. In case no supply contracts are in place, materials or subcontractors’ costs are calculated based on market evidence or in supply arrangements recently signed for other contracts.

c.

Provisions for deferred expenses: management bases its calculations on historic experience and bears in mind the different countries and contract requirements.

d.

Provisions for contractual losses: contractual losses are recognized when the probable budget scenario, adjusted for internal fees, shows a loss.

e.

Recognition of revenue for variable consideration, for a modification, for a claim or for a dispute. In this regard, management bases its calculation on the specific clauses included in each contract and also considers past experience in other contracts. Management needs to make assumptions regarding the amount of incurred costs that will give rise to these additional sources of revenue and whether those costs meet the conditions for variable considerations, modifications, claims or disputes arising in connection with the contract.

II.

Toll Roads and Airports financial information under IFRIC-12 (Note 3.3 on investments in infrastructure projects; Note 6.3 on Provisions) and the related impairment test (Note 3.1. on Goodwill and acquisitions) performed based on a discounted cash flow model, which involves management assumptions, mainly related to:

a.

Future traffic volumes (vehicles and passengers for toll roads and airports, respectively): for concessions already in operation, traffic estimates are built on actual traffic and growth patterns are derived from macroeconomic data, external studies in certain cases and any other information and plans that may impact future traffic. For concessions under construction, external projections (e.g. airports traffic forecast from international agencies) and researches (e.g. impact of e-commerce on heavy vehicles traffic or home working habits on the use of private vehicles for toll roads) are used.

144

b.

Pricing: specific pricing arrangements included in concession contracts are considered. In case the arrangements do not include a fixed price, internal estimates of elasticity of demand regarding prices and other related inputs are used.

c.

Future operating expenses: estimates of future prices of materials, subcontractors and other costs required to operate the concessions are based on historical experience, estimating price index grow and considering related requirements established in the concession agreements.

d.

Discount rates: management calculates weighted average cost of capital based on external information sourced obtained from banks reports and converts it into a pre-tax discount rate for impairment test purposes.

III.

Fair value of assets held for sale related to discontinued operations (Note 1.1.5.), which only applies to 2021 and 2022: if the divestment process is in an advanced stage, non-binding and binding offers received from potential buyers are the main input. Where there are no offers in place, calculations based on publicly available multiples of similar transactions are also used.

IV.

Allocation of the consideration transferred on the acquisition of I-66 at December 2021 and Dalaman at June 2022 to the fair value of its assets and liabilities and calculation of the corresponding goodwill, as well as calculation of the fair value of the previously held 50% stake in I-66 (Note 1.1.6). Fair value of the I-66 toll road, which is accounted for in the “Fixed asset infrastructure projects-Intangible asset model” caption of the consolidated statement of financial position, was calculated basing on the enterprise value implicit in the acquisition of the before mentioned additional 5.704%, as the toll road is the only relevant asset in the acquired company.

5.E.1 Off-Balance-Sheet Arrangements and Contingent Liabilities

There are no off-balance-sheet arrangements on our balance sheet.

145

ITEM 6.   DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.   Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this registration statement.

Name	Age		Position
Directors	​	​	​
Rafael del Pino	​	65	Executive Director (Chairman)
Óscar Fanjul	​	74	Non-Executive Director (Vice-Chairman)
Ignacio Madridejos	​	58	Executive Director (Chief Executive Officer)
María del Pino	​	68	Non-Executive Director
José Fernando Sánchez-Junco	​	76	Non-Executive Director
Philip Bowman	​	71	Non-Executive Director
Hanne Sørensen	​	58	Non-Executive Director
Bruno Di Leo	​	67	Non-Executive Director
Juan Hoyos	​	71	Non-Executive Director (Lead Director)
Gonzalo Urquijo	​	62	Non-Executive Director
Hildegard Wortmann	​	57	Non-Executive Director
Alicia Reyes	​	52	Non-Executive Director
Executive Officers(1)	​	​	​
Rafael del Pino	​	65	Executive Director (Chairman)
Ignacio Madridejos	​	58	Executive Director (Chief Executive Officer)
Ernesto Lopez Mozo	​	59	Chief Financial Officer
Andrés Sacristán	​	53	Chief Executive Officer of Cintra
Luke Bugeja	​	55	Chief Executive Officer of Ferrovial Airports
Ignacio Gastón	​	53	Chief Executive Officer of Ferrovial Construction
María José Esteruelas	​	51	Chief Executive Officer of Ferrovial Energy

(1)

In January 2024, we approved a partial reorganization of our Business Divisions, which has been substantially completed in the first quarter of 2024. As part of this reorganization, María José Esteruelas became the CEO of the new Energy Business Division. Gonzalo Nieto, previously CEO of the Energy Infrastructure and Mobility Business Division, continues leading the mobility and services business lines. For a further description of this partial reorganization, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—4. Recent Developments—1. Business Developments.”

Unless otherwise indicated, the current business addresses for our directors and executive officers is Gustav Mahlerplein 61-63, Symphony Towers, 14th floor, 1082 MS Amsterdam, The Netherlands. The following is a brief summary of the business experience of our directors and executive officers.

6.A.1 Biographies of Directors

Rafael del Pino—Executive Director (Chairman)

Rafael del Pino has served as our CEO (1992-2000) and as our Executive Chairman (since 2000). Within the Group, he has also been Chairman of Cintra, our Toll Roads Business Division subsidiary (1998-2009). Other past directorships include Uralita, a Spanish construction materials company (1996-2002); Banesto, a Spanish bank owned by Banco Santander (2003-2012); and the Zurich Insurance Group, a Swiss insurance company (2012-2014). In addition to his directorship roles, Mr. del Pino is a member of the MIT Corporation, MIT Energy Initiative’s External Advisory Board, and MIT Sloan European Advisory Board, as well as of the IESE Business School’s International Advisory Board. He is also a member of the Royal Academy of Engineering of Spain since 2014. Mr. del Pino holds a degree in Civil Engineering from Universidad Politécnica de Madrid and an MBA from MIT Sloan School of Management.

146

Óscar Fanjul—Non-Executive Director (Vice-Chairman)

Óscar Fanjul has served as one of our directors since 2015 and currently holds the position of Vice-Chairman. He also serves as a director of Marsh & McLennan Companies, a U.S. professional services firm (since 2001) and of Cellnex, a Spanish telecommunications company (since 2023). He is a trustee of the Center of Monetary and Financial Studies of the Bank of Spain (since 1999), the Spanish branch of the Aspen Institute (since 2011), and the Norman Foster Foundation (since 2019). Previously, Mr. Fanjul was the founding chairman and CEO of Repsol, a Spanish global multi-energy provider (1985-1996). He has also served as chairman of NH Hotel Group, a Spanish multinational hotel company (1997-1999) and Hidroelectrica del Cantabrico, a Spanish electricity producer (1999-2001). He has held the position of vice-chairman at LafargeHolcim, a Swiss construction materials company, both prior to (2009-2015), and after (2015-2021), Lafarge and Holcim’s merger in 2015 and has been a director at Unilever (1996-2004), BBVA (1998-2002), Acerinox, a Spanish steel manufacturer (2001-2016), the London Stock Exchange (2001-2013) and Areva, a French nuclear energy conglomerate (2008-2012). He holds a Ph.D. degree in economics from Universidad Complutense de Madrid and has been a visiting scholar at the Departments of Economics at Harvard University and MIT.

Ignacio Madridejos—Executive Director (Chief Executive Officer)

Ignacio Madridejos was elected as our executive director and was appointed as our Chief Executive Officer in September 2019 (he was a co-Chief Executive Officer with Mr. Rafael del Pino until the Merger and, since the Merger, has been the sole Chief Executive Officer). He has over 30 years’ professional experience working across the United States, Europe, Latin America, and Africa. Previously, he was a project manager at Agroman (now Ferrovial Construction) (1990-1992), the subsidiary that heads our Construction Business Division and a consultant at McKinsey & Company, a global management consulting firm, in Spain and Argentina (1993-1996). In 1996, Mr. Madridejos joined CEMEX, a global building materials company, where he served in various positions as chief executive officer for CEMEX Egypt (1999-2003) and CEMEX Spain (2003-2007); global head of energy, health and safety, and sustainability (2011-2017); and president for CEMEX Northern Europe (2008-2015) and CEMEX USA (2016-2019). He has also previously served as president of Oficemen, the Spanish Cement Association, and president of CEMBUREAU, the European Cement Association. Mr. Madridejos holds a MsC in Civil Engineering from Universidad Politécnica de Madrid and an MBA from Stanford Graduate School of Business.

María del Pino—Non-Executive Director

María del Pino has served as one of our directors since 2006. She is also chairperson of the Fundación Rafael del Pino, a Spanish private non-profit organization (since 2008) and chairperson of Chart Inversiones SICAV S.A., a Spanish collective investment vehicle (since 2022). Since 2008, Ms. del Pino has also been a member of the board of trustees of the Fundación Princesa de Asturias, the honorary consultancy body of a Spanish non-profit organization. Furthermore, since 2017, Ms. del Pino has also been the chief executive officer and chairperson of Menosmares, S.L. (“Menosmares”), a holding company under her control. Ms. del Pino acts as legal representative of Menosmares on several boards, including: Lolland S.A., a holding company of which Menosmares is a joint director (since 2016); the board of directors of Casa Grande de Cartagena, S.A.U., a holding company of which Menosmares is rotating chairman and vice-chairman (since 2017); the board of directors of Polan S.A., a Spanish real estate company focused on the rental of office space and parking and of which Menosmares is rotating chairman and vice-chairman (since 2017); and the board of directors of Pactio Gestión, SGIIC, S.A.U., a Spanish investment management firm of which Menosmares is vice-chairman (since 2017). Previously, she was also chairperson of Altais Invest SICAV S.A. (1998-2022), a Spanish collective investment vehicle. Ms. del Pino holds a degree in Economics and Business Administration from Universidad Complutense de Madrid and in Management Development from IESE Business School.

José Fernando Sánchez-Junco—Non-Executive Director

José Fernando Sánchez-Junco has served as one of our directors since 2009. Prior to this directorship, he was a director of Cintra, the subsidiary that heads our Toll Roads Business Division (2004-2009). He is also a director at Villabuena Inversiones, S.L., a Spanish private wealth management firm, since 2007, and an honorary chairman of the Maxam Group, a Spanish technology and chemical multinational company, since

147

2020. Previously, Mr. Sánchez-Junco served in various roles at the Maxam Group, including as former sole administrator (1990-1994), executive chairman and chief executive officer (1994-2020), and as executive/non-executive director (1990-2021); he was also the founder and chairman of the board of trustees of the Maxam Foundation (2006-2022), a Spanish private non-profit organization. He was a member of the State Corp of Industrial Engineers (1978-1990), managing director of the iron, steel, and naval industries (1985-1988) and a managing director of industry (1988-1990) at the Spanish Ministry of Industry and Energy. He served as independent director of Alantra (2002-2012), a Spanish investment banking and asset management company, and as independent director on the board of Uralita (1993-2002). Mr. Sánchez-Junco has also been a director and honorary member of the board of trustees of the Museo de la Minería y la Industria de Asturias (2017-2022), an autonomous government-owned museum. He holds a degree in Industrial Engineering from Universidad Politécnica de Cataluña, Barcelona and is an International Senior Management Program graduate of the Harvard Business School.

Philip Bowman—Non-Executive Director

Philip Bowman has served as one of our directors since 2016. He is the non-executive chairman of Majid Al Futtaim Properties LLC, a developer, owner and operator of shopping malls and hotels, and developer and manager of residential communities across the Middle East (since 2017); Tegel Group Holdings Limited, a poultry producer and food processing company (since 2019); and Sky Network Television Limited, a New Zealand media company (since 2019). Mr. Bowman is also a non-executive director of Majid Al Futtaim Properties LLC’s immediate parent company, Majid Al Futtaim Holding LLC, since 2018 and its ultimate holding company, Majid al Futtaim Capital LLC, since 2018. He also serves as a director of Better Capital PCC Limited, a Guernsey investment company, since 2009 and non-executive director of KMD Brands Limited, a New Zealand outdoor, lifestyle and sports company, since 2017. Mr. Bowman has held positions as chairman of Liberty plc (1998-2000), a U.K. owner and operator of department stores and fabric designer; Coral Eurobet Limited (2004-2005), a U.K. sports betting company; Potrero Distilling Holdings LLC (2016-2018), a holding company for a U.S. beverage conglomerate; and Hotaling & Co. LLC (2018-2019), a U.S. alcoholic beverage manufacturer and importer. He served as non-executive chairman of The Munroe Group (UK) Limited (2013-2017), a U.K. house builder, general contractor, property developer and mining company; as chief executive officer of Allied Domecq plc (1998-2005), a U.K. spirits and wine producer and quick services restaurant franchisor and operator, Scottish Power plc (2006-2007), a U.K. and U.S. energy company, and Smiths Group plc (2007-2015), a U.K. engineering multinational company; and as director of British Sky Broadcasting Group plc (1994-2003), a U.K. media and telecommunications conglomerate, Coles Myer Limited (1995), an Australian retailer (where Mr. Bowman also served as chief financial officer), Bass plc (2001-2005), a U.K. brewer, pub operator, soft drinks manufacturer, property developer, hotel operator and leisure conglomerate (where Mr. Bowman also served first as chief financial officer and later as chief executive officer of Bass’ taverns’ division), Burberry Group plc (2002-2017), a U.K. luxury fashion group, Berry Bros. & Rudd Limited (2006-2016), a U.K. wine and spirits company, and Scottish & Newcastle Group plc (2006-2008), a U.K. brewing company. He graduated with honors in Natural Science and holds a Master of Sciences in Natural Science from the University of Cambridge.

Hanne Sørensen—Non-Executive Director

Hanne Sørensen has served as one of our directors since 2017. Ms. Sørensen also serves as a director of Holcim, a Swiss construction materials manufacturer multinational company (since 2013) and as its vice-chair (since 2022). She is a director at Tata Motors, an Indian automotive manufacturing company (since 2018); Tata Consulting Services, an Indian-based information technology services and consulting company (since 2018); Jaguar Land Rover Automotive Plc., a U.K. holding company for the Jaguar Land Rover Group, a U.K. automobile manufacturing multinational company (since 2018); and its subsidiaries Jaguar Land Rover Limited (since 2019) and Jaguar Land Rover Holdings (since 2023).

She was the interim chief executive officer of V Group Limited (2017), a U.K. ship management company. She was also chief executive officer for Damco (2014-2016), a Dutch-based international logistics company, and of Maersk Tankers (2012-2013), a Danish tanker services company, part of the Maersk Group. She also served as a chief commercial officer (2008-2012); East Mediterranean regional manager (2006-2008); SAP program director (2002-2006); regional chief financial officer for the far east region (2001-2002); chief financial

148

officer for India (1999-2001); finance manager for Italy (1997-1999); and business auditor (1994-1997) at Maersk Line, a Danish international integrated logistics company.

Ms. Sørensen was chairman of ITOPF (2013), a U.K. non-profit organization, vice-chairman of Hoegh Autoliners (2012-2013), a Norwegian provider of ocean transportation services; non-executive director of Sulzer (2018-2023), a Swiss-based international company specialized in pumps, rotating equipment and chemtech; and a director of Axcel (2010-2013), a Danish private equity firm, INTTRA (2010-2012), a U.S. technology provider to the maritime industry, Jaguar Land Rover Holdings Limited (2019-2022), Jaguar Land Rover North America Holdings LLC (2021-2022), Jaguar Land Rover China (2021-2022), and Delhivery (2017-2021), an Indian courier service provider company. Ms. Sørensen holds a Master of Sciences in Economics and Management from the University of Aarhus.

Bruno Di Leo—Non-Executive Director

Bruno Di Leo has served as one of our directors since 2018. He is a managing director and chief executive officer of Bearing North LLC, an independent advisory firm focused on business expansion and senior executive counseling in strategy and operations. He is also a non-executive director of Cummins, a U.S. engine manufacturing multinational company (since 2015), as well as a member of the IESE’s International Advisory Board in Spain (since 2013) and of the Deming Center Advisory Board of Columbia Business School (since 2012). Previously, he held various executive roles at IBM Corporation, a U.S. technology multinational company, including as a general manager for IBM Latin America (2002-2004), general manager of IBM Europe (2005-2008), general manager of the growth markets unit (2008-2011), and senior vice-president of global markets (2012-2018). Mr. Di Leo has a degree in Business Administration from Universidad Ricardo Palma and a postgraduate degree from Escuela Superior de Administración de Negocios.

Juan Hoyos—Non-Executive Director

Juan Hoyos has served as one of our directors since 2019. He is also an independent board member of Inmoglaciar, a Spanish real estate developer (since 2017) and Gescobro Collection Services, a Spanish collection services company (since 2015). Previously, Mr. Hoyos served as office manager of McKinsey & Company Iberia (1997-2004) and was a member of the McKinsey & Company shareholder council worldwide (1998-2006). He also served in a variety of roles for Banco Santander, a Spanish financial institution. He was a director of Banco Santander Chile (2007-2012) and Banco Santander Mexico (2011-2012), and strategy, brand, and marketing executive vice-president of Banco Santander Brazil (2012). He has also acted as executive chairman of Haya Real Estate (2013-2020), a Spanish real estate agency services company. Mr. Hoyos holds a degree in Actuarial Sciences from Universidad Complutense de Madrid and an MBA in Finance and Accounting from Columbia Business School.

Gonzalo Urquijo—Non-Executive Director

Gonzalo Urquijo has served as one of our directors since 2019. He also serves as chief executive officer of Talgo, a Spanish manufacturer of passenger trains (since 2021); as a non-executive director of Gestamp Automoción, a Spanish automotive engineering multinational company (since 2017); as the chairman of the Fundación Hesperia, a Spanish non-profit entity (since 2012); and as a member of the board of trustees of the Fundación Princesa de Asturias (since 2006). Previously, Mr. Gonzalo Urquijo was the chairman of ArcelorMittal Spain (2008-2016), the Spanish branch of Luxembourgish steel manufacturing multinational company ArcelorMittal, and Abengoa (2016-2021), a Spanish green infrastructure, energy and water multinational company; a member of the general management of ArcelorMittal (2006-2016) and head of the long products, stainless steel, tubes, and emerging markets sectors (2006-2010); the chief financial officer and head of the distribution sector of Arcelor (2002-2006), a Luxemburgish steel producer and predecessor of ArcelorMittal; and the chief financial officer of Aceralia Corporación Siderúrgica (1997-2002), a Spanish steel producer and predecessor of Arcelor. Furthermore, Mr. Urquijo was the chairman of UNESID (2002-2017), the Spanish steel companies’ union and a director of Aceralia (2002-2004), Aperam (2010-2015), a Luxemburgish company steel producer and former subsidiary of ArcelorMittal, Vocento (2016-2019), a Spanish mass media group, and Atlantica Yield (2017-2019), a U.K. sustainable infrastructure company, among others. Mr. Urquijo started his professional career in the finance field, holding various positions at

149

financial institutions Citibank and Crédit Agricole (1984-1992). Mr. Urquijo holds a degree in Economic and Political Sciences from Yale University and an Executive MBA from Instituto de Empresa.

Hildegard Wortmann—Non-Executive Director

Hildegard Wortmann has served as one of our directors since 2021. Ms. Wortmann is also a member of the extended executive committee of Volkswagen Group, a German automotive manufacturer multinational company (since 2022), and a member of the board of management of Audi AG, a German automotive manufacturer multinational company (since 2019). She also serves as a non-executive director of Volkswagen Financial Services AG (since 2021), and of Porsche Holding GmbH, a German holding multinational company within the Volkswagen Group; Porsche Austria GmbH, the Austrian branch of automotive manufacturer Porsche; and of Porsche Retail GmbH (since 2022). Previously, Ms. Wortmann was a non-executive director of the supervisory board of CARIAD SE (2022-2023), a German automotive software company and subsidiary of Volkswagen Group and a member of the management board of the Volkswagen Group (2022). Ms. Wortmann has also worked in various management positions at BMW Group (1998-2019), a German automotive manufacturer multinational company, including as a senior vice president for product management (2010-2017), a senior vice president for the brand (2016-2017), and a chief executive officer for the Asia-Pacific region (2018-2019). She also held various management positions at Unilever in Germany and London (1990-1998). Ms. Wortmann holds a degree in Business Administration from Fachhochschule Münster and an MBA from the University of London.

Alicia Reyes—Non-Executive Director

Alicia Reyes has served as one of our directors since 2021. She is also a non-executive director of Banco Sabadell, a Spanish financial institution, and one the Group’s lenders, since 2020; an independent non-executive director of KBC Group, a Belgian bank-insurance group, and its affiliates KBC Bank N.V. and KBC Global Services, since 2022; a member of the General and Supervisory Board of Energias de Portugal (EDP), since 2024; a trustee of Fareshare UK, a U.K. charity, since 2020 and an industrial professor at the Institute of Finance and Technology in University College London (UCL). Previously, Ms. Reyes was a president and chief executive officer of Momentus Securities, a FINRA member firm (2023); a director and the chief executive officer of Wells Fargo Securities International Limited, a U.K. broker-dealer part of U.S. financial services multinational company Wells Fargo, and Wells Fargo Securities Europe SA (2016-2019), also part of Wells Fargo; a non-executive director of TSB Bank (2021-2022), a U.K. financial institution; global head of structuring in the investment banking division and global head of insurance solutions and strategic equity derivatives of Barclays Capital (2006-2014), a U.K. brokerage firm and investment advisor part of Barclays PLC; country manager for Spain and Portugal of Bear Stearns, a U.S. investment bank (2002-2006); and chief investment officer of Telecom Ventures (1998-2002), Abengoa’s venture capital fund specialized in technology. She also worked for Deutsche Bank (1996-1998), a German financial institution, as an associate in the relative value group. Ms. Reyes holds a degree in Law, Economics, and Business Administration and a PhD in quantitative methods and financial markets from the Universidad Pontificia Comillas (ICADE).

6.A.2 Biographies of Executive Officers

Rafael del Pino—Executive Director (Chairman)

See “—1. Biographies of Directors.”

Ignacio Madridejos—Executive Director (Chief Executive Officer)

See “—1. Biographies of Directors.”

Ernesto López Mozo—Chief Financial Officer

Ernesto López was appointed Chief Financial Officer of Ferrovial in 2009. Mr. López Mozo is also the chairman of the board of directors (since 2023), and the vice-president of the audit and control committee, (since 2018), of Aegon España, S.A., the Spanish branch of Dutch insurance group Aegon, as well as a board member of Heathrow Airport Limited (since 2009). He has held various management positions at Telefónica

150

Group (1999-2009), a Spanish telecommunications multinational company; JP Morgan (1994-1999), a U.S. financial entity; and Banco Santander (1992-1994). He was also a member of the IFRS Advisory Council (2013-2015), the formal strategic advisory board to the IFRS Foundation, the IASB and the International Sustainability Standards Board (“ISSB”). Mr. López Mozo holds a MsC in Civil Engineering from Universidad Politécnica de Madrid and an MBA from The Wharton School of the University of Pennsylvania.

Andrés Sacristán—Chief Executive Officer of Cintra

Andrés Sacristán was appointed Chief Executive Officer of Cintra in 2021. Mr. Sacristán began his career with Cintra in 2001, holding several positions in the car parks division, including head of development (2005-2007), before moving on to the toll roads division, where he served as head of operations at Eurolink M4 in Ireland (2007-2009) and as managing director of Radial 4 in Madrid (2009-2010). In 2010, he was appointed country manager for Spain and as a member of Cintra’s Executive Committee. In 2013, he became head of Europe, and in 2015 he took charge of the Australian and Colombian markets. He was appointed director and chief executive officer of our Canadian concession companies 407 International Inc (director between 2017-2021 and from 2021 thereafter; chief executive officer between 2017-2020), Canadian Tolling Company International Inc (2017-2020), and 407 ETR Concession Company Limited (2017-2020). In 2020, Mr. Sacristán took over the management of Cintra’s United States branch and became director of our U.S. toll roads concession companies I-66 Express Mobility Partner Holdings LLC (since 2020); I-77 Mobility Partners Holding LLC (since 2020); LBJ Infrastructure Group Holding LLC (since 2020), NTE Mobility Partners Holding LLC (since 2020; he also served as president between 2021-2022) and NTE Mobility Partners Segments 3 Holding LLC (since 2020; he also served as president between 2021-2022). Mr. Sacristán holds a Master of Sciences in Civil Engineering from Universidad Politécnica de Madrid.

Luke Bugeja—Chief Executive Officer of Ferrovial Airports

Luke Bugeja is the Chief Executive Officer of Ferrovial Airports, the subsidiary that heads our Airports Business Division, since 2021. He is also a non-executive director of HAH (since 2021) and non-executive chairman of NTO and YDA Havalimani Yatirim ve Isletme A.S., the concession company managing Dalaman Airport (since 2022). He is also the independent chairman of Interflour Group, a Singaporean grain producer, (since 2019). Previously, he was a non-executive director of Eurostar International Limited (2020-2021), a railway company operating the Eurostar train services, and Scandlines (2020-2021), a ferry company that operates routes between Denmark and Germany. Mr. Bugeja has spent most of his career in the aviation industry, focusing on airport infrastructure with operational, commercial, and financial experience in airlines, airports, and investment management. He worked at Australian airlines Qantas Airways (1989-2000) and Virgin Blue (2000-2005) and has held senior positions, including as chief operating officer, at Changi Airports International in Singapore (2018-2019) and non-executive director roles at the London City Airport in the U.K. (2016-2018), Brussels Airport in Belgium (2008-2018), and Bristol Airport in the U.K. (2005-2018). Mr. Bugeja also held senior executive positions at Macquarie Bank Limited / MAp Airports (2005-2011), an Australian airport operator, and at Ontario Airport Investments (2011-2018), a U.K. airport operator owned by the Ontario Teachers’ Pension Plan. Most recently, Mr. Bugeja was a senior advisor for OMERS Infrastructure (2019-2020), the infrastructure investment advisory branch of OMERS, the pension plan for municipal employees in the province of Ontario, and was an operating partner at Hermes GPE (2020-2021), a U.K. equity partnership investment entity. He holds a Diploma in Business Travel and Tourism from William Angliss College and an MBA from Deakin University.

Ignacio Gastón—Chief Executive Officer of Ferrovial Construction

Ignacio Gastón is the Chief Executive Officer of Ferrovial Construction, the subsidiary that heads our Construction Business Division, since 2018. He is also a Supervisory Board director of Budimex, our Polish construction subsidiary (since 2018). He joined Ferrovial in 1995 and has since held various high-level positions in the Construction Business Division and the Services Business Division. In 2003, Mr. Gastón joined Amey as development director for rail and in 2007 he went on to take the position of construction director at Ferrovial Construction U.K. In 2013, Mr. Gastón was appointed managing director at Ferrovial Services Spain (2013-2018). He has also served as chairman of the Board of our affiliate Car Sharing Mobility Services (2017-2018) and chief executive officer of Compañía Española de Servicios Públicos Auxiliares (“Cespa”)

151

(2013-2016). Mr. Gastón holds a masters degree in Civil Engineering from Universidad de Cantabria and an MBA from the London Business School.

María José Esteruelas—Chief Executive Officer of Ferrovial Energy

María José Esteruelas was appointed the Chief Executive Officer of our Energy Division in January 2024. She also serves as a director of Ferrovial’s subsidiaries Siemsa Industria S.A (since 2021) and Siemsa Chile Spa (since 2021). Additionally, Ms. Esteruelas is a director of Applus+, a Spanish group specialized in providing quality inspection and certification advisory services (since 2019). Previously, she was a member of the Board of Directors and a member of the Compensation and Remuneration Committee of Atlantica, a U.K. sustainable infrastructures company (2014-2017) and the Executive Vice President, South America, at ASA IBEROAMERICA S.A., a Spanish energy company part of the Abengoa group (2011-2018). Ms. Esteruelas has also held various executive roles at our subsidiary Ferrovial Construcción, S.A., as the Managing Director of Energy Solutions (2021-2024), and Abengoa, a Spanish green infrastructure, energy and water multinational company, including as the CEO of the Americas region of Abengoa Abenewco 1 S.A. (2019-2021) and as CEO of Abengoa Energía S.A. (2018-2019). Ms. Esteruelas holds an Industrial Electrical Engineering degree from Universidad Pontificia Comillas, a Master’s Degree in Operations Management from IE Business School, and a PDG from IESE Business School.

6.A.3 Family Relationships, Potential Conflicts of Interest and Other Information

Our chairman Rafael del Pino is the brother of María del Pino, who serves as one of our directors. Aside from this, there are no other family relationships between any of our executive officers and our directors.

Ignacio del Pino, an employee of the Company serving as the Corporate Finance Director of Ferrovial SE, is the son of our Chairman, Rafael del Pino. His compensation in 2023, exceeded $120,000, and is consistent with the compensation paid to similarly-situated employees of the Company. Ignacio del Pino holds a BS in Mechanical Engineering from MIT and an MBA from the Stanford Graduate School of Business.

Our Director, Alicia Reyes, was appointed as a member of the General and Supervisory Board of Energias de Portugal (EDP), a vertically integrated utility multinational company, on April 10, 2024. As a result, and in light of our operations in the field of energy, our Board performed a conflict of interest assessment and, after finding that there is a potential conflict of interest with our Energy division, resolved to restrict Ms. Reyes from having access to documentation and participating in any Board deliberations and decision-making pertaining to that division.

6.A.4 Director or Executive Officer Involvement in Certain Proceedings

In 2021, Mr. Urquijo and six other members of the board of directors of Abengoa, S.A. were fined in an amount of EUR 140,000 by the CNMV in connection with a delay in the filing of the 2019 annual accounts of Abengoa, S.A. Fraudulent offenses by Mr. Urquijo or the other members of the board were expressly excluded by the CNMV in the sanctions proceedings initiated. Mr. Urquijo submitted an appeal with the Spanish courts against the final CNMV resolution, which was dismissed. The proceedings had no relation with the business activities of the Group nor with Mr. Urquijo’s position as our director. In 2021, Abengoa, S.A. entered into bankruptcy proceedings, which finalized on April 28, 2023, after the bankruptcy entered its liquidation phase.

Ms. del Pino was the legal representative of Menosmares, S.L., which, in turn, was the vice-chairperson of Karlovy, S.L, when the latter was voluntarily wound up and liquidated in 2021. In addition, Ms. del Pino was the chairman of Altais Invest, SICAV, S.A. when it was voluntarily wound up and liquidated in 2022.

Other than as described in this section, there are no material proceedings to which any director or executive officer, or any associate of any such director or officer, is a party that is adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily

152

enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

6.B.   Compensation

6.B.1 Overview

Our remuneration policy establishes a competitive remuneration package that, we believe, promotes the long-term development of the Company, avoids the assumption of excessive or inappropriate risks and aligns the interests of the Company’s directors (executive and non-executive) with those of its shareholders and other stakeholders. We believe that our remuneration policy establishes an appropriate balance between fixed and variable remuneration components. Our Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executive officers and executive and non-executive directors to run and manage the Group.

The Board and the Nomination and Remuneration Committee are responsible for determining the appropriate remuneration package for our directors in accordance with the remuneration policy as in effect from time to time (the “Remuneration Policy”). The Nomination and Remuneration Committee is also responsible for proposing the basic conditions of the contracts of the Executive Officers, including our Chief Executive Officer, and other senior managers.

6.B.2 Compensation of Directors and Executive Directors

6.B.2.1. Compensation of Directors

The director compensation in their standing as such (i.e., for their mere membership of the Board) consists of: (i) a fixed fee; (ii) attendance fees; and (iii) a complementary fixed fee. We believe that the fixed fee and the complementary fixed fee are competitive and serve as appropriate remuneration for the responsibility and dedication demanded by the post of a director, but without reaching levels which may compromise the independence of the Company’s non-executive directors (the ‘‘Non-Executive Directors”). The fixed fee is paid in quarterly settlements. The complementary fixed compensation is paid in one lump sum at the end of the financial year. If the maximum annual amount included in the Directors’ Remuneration Policy is exceeded, the fixed complementary compensation is first reduced in proportion to each director.

Attendance fees are paid quarterly. The amount of the attendance fees corresponding to the chairmen of the Board, the Executive Committee, the Audit and Control Committee and the Nomination and Remuneration Committee is double the amounts otherwise established, in accordance with the principle of remuneration reward upon the basis of the level of responsibility and the dedication required by the position.

In 2023, the Company and its subsidiaries did not set aside or accrue any amounts to provide for pensions and retirement to Directors. The Company does not have any pension plans in place for Non-Executive Directors. See “—2. Compensation for Executive Directors—3. Long-term savings system” for a description of the long term savings system (the “Long Term Savings Plan”) available to the Chief Executive Officer.

Presented below is a breakdown of compensation payments for the Company directors (the ‘‘Directors”) in 2023:

​	Applies to	Amount
Fixed fee ...........................................................	All	EUR 35,000
Complementary Fixed Emolument .....................	Chairman	EUR 92,000
​	Deputy Chairman 1	EUR 80,500
​	Deputy Chairman 2	EUR 57,500
​	Other members of the Board	EUR 46,000
Attendance fees (EUR per meeting) ...................	Board	EUR 6,000
​	Executive Committee	EUR 2,200
​	Audit and Control Committee	EUR 2,200
​	Nomination and Remuneration Committee	EUR 1,650

153

The total amount paid in 2023 to the Directors for their membership of the Board was EUR 1,900,000, which is the maximum annual amount established in the Remuneration Policy in force at the time. This amount included (i) EUR 764,350 for attendance fees; (ii) EUR 420,000 for fixed emolument (linear); and (iii) EUR 715,650 for complementary fixed emolument. The last figure comprised EUR 83,150 distributed among the Directors considering their length of service on the Board during the year. It is the difference between the whole amount paid to Directors for attendance fees and fixed emolument (linear and complementary) and the maximum annual amount established in said Remuneration Policy.

Presented below is a description of the compensation payments to each of our Directors in their capacity as such made during the year ended December 31, 2023, as recognized in the Audited Financial Statements for the year then ended:

Director	Fixed Emolument		Attendance Fees		Complementary Fixed Emolument		Total
​	(in thousands of euros)						​	​
Rafael del Pino	​	35	​	119	​	99	​	253
Óscar Fanjul	​	35	​	86	​	87	​	208
Ignacio Madridejos	​	35	​	60	​	53	​	148
María del Pino	​	35	​	57	​	53	​	145
José Fernando Sánchez-Junco	​	35	​	66	​	53	​	154
Philip Bowman	​	35	​	55	​	53	​	143
Hanne Sørensen	​	35	​	47	​	53	​	135
Bruno Di Leo	​	35	​	55	​	53	​	143
Juan Hoyos	​	35	​	60	​	53	​	148
Gonzalo Urquijo	​	35	​	62	​	53	​	150
Hildegard Wortmann	​	35	​	42	​	53	​	130
Alicia Reyes	​	35	​	55	​	53	​	143

6.B.2.2 Compensation of Executive Directors

The compensation package for the executive directors (the ‘‘Executive Directors’’), consisting of the Chairman of the Board and the Chief Executive Officer, consists of the following fixed and variable components: (i) fixed remuneration; (ii) variable remuneration; (iii) long-term value remuneration; (iv) long term savings system and remuneration in kind; and (v) severance arrangements.

The Board establishes the remuneration of individual Executive Directors, with due observance of the Remuneration Policy. Executive Directors may not participate in the deliberations and decision-making process of the Board in determining the remuneration and other terms of service for Executive Directors.

The following table summarizes the remuneration components for the Executive Directors.

Executive Director	Fixed Remuneration	Annual Variable Remuneration	Long-Term Value Remuneration
Chairman and Executive and Proprietary Director..............	EUR 1,500,000	Target: 125% of the Fixed Remuneration Maximum: 190% of the Fixed Remuneration	Maximum (annualized): 150% of the Fixed Remuneration
Chief Executive Officer and Executive Director.................	EUR 1,450,000	Target: 100% of the Fixed Remuneration Maximum: 150% of the Fixed Remuneration	Maximum (annualized): 150% of the Fixed Remuneration

6.B.2.2.1 Fixed remuneration

The fixed annual base salary of Executive Directors is determined through consideration of the executive duties associated with the specific role of each Executive Director and comparative remuneration for listed companies similar to us. The fixed remuneration is paid on a monthly basis.

154

6.B.2.2.2 Remuneration in kind

The Company has taken out life insurance policies to cover the risk of death and disability, of which the Executive Directors are beneficiaries. In addition, Executive Directors are eligible for other social benefits such as a company car, medical insurance, life and accident insurance, liability insurance and other non-material benefits, in an amount of up to EUR 50,000. The Chairman and the Chief Executive Officer may allocate part of their annual gross fixed remuneration to obtaining some of the products or services offered by the Company as part of the flexible remuneration plan.

6.B.2.2.3 Long-term savings systems

This component of the remuneration scheme consists of an extraordinary and deferred remuneration that will only become effective when, on reaching a certain age, the Chief Executive Officer leaves the Company by mutual agreement with the Company, with no consolidated rights. To cover this extraordinary remuneration, the Company will make annual contributions to a Group savings insurance policy, of which the Company itself is the policyholder and beneficiary. For an explanation of similar compensation received by the Executive Officers and other senior management, see “—3. Compensation of Executive Officers and Other Senior Management.”

This extraordinary remuneration shall not exceed 20% of the total annual remuneration calculated as the fixed annual base remuneration plus the annual variable remuneration target of 100%. The amount of extraordinary remuneration accumulates annually to the savings plan. An amount equal to 50% of the benefit received by the Chief Executive Officer upon termination of the employment relationship with the Company shall be subject to a two-year post-contractual non-competition agreement entered into between the Chief Executive Officer and the Company.

The right to receive the extraordinary remuneration shall be incompatible with the payment of any compensation that the Chief Executive Officer may be entitled to receive as a result of the termination of the employment relationship with the Company.

6.B.2.2.4 Variable Elements

6.B.2.2.4.1 Annual Variable Remuneration (“AVR”)

AVR, which is paid in cash, is linked to individual performance and to the achievement of specific, predetermined and quantifiable economic/financial, industrial and operating targets, as to be set out in the Company’s strategic plans. The targets are determined without prejudice to the possibility of considering other factors, particularly in the fields of corporate governance and corporate social responsibility. Such other factors may be of a quantitative or qualitative nature.

The amount of the AVR is determined at the end of the year by the Board at the proposal of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may propose adjustments to the variable remuneration determined by the Board under exceptional circumstances due to internal or external factors. Additionally, the remuneration related to the results of the Company shall consider any qualifications recorded in the report of the external auditor which might impair the cited results.

If Executive Directors of the Company receive fees for attendance at meetings of the boards and committees of other companies related to Ferrovial, the sums received for this purpose shall be deducted from the AVR of each Director.

The AVR calculation tests whether the quantitative and qualitative targets have been met.

•

Quantitative targets: these targets have a minimum weight of 70% of the entire incentive and consist of metrics that ensure an appropriate balance between the financial and operational aspects of managing the Company.

•

Qualitative targets: these targets relate to environmental, social and corporate governance (ESG) factors and have a maximum weight of 30% of the overall incentive. Qualitative targets are principally linked to the evaluation of the individual performance of the Executive Directors.

155

The current target amount of the AVR for the Chairman and the Chief Executive Officer is as follows:

•

Chairman: 125% of the fixed remuneration and exceeding targets up to 190% of the fixed remuneration.

•

Chief Executive Officer: 100% of fixed remuneration and exceeding targets up to 150% of the fixed remuneration.

6.B.2.2.4.2 Long-term Variable Remuneration (“LTVR”)

Executive Directors participate in a long-term variable remuneration system based on performance shares delivery plans, in which other executives and key professionals of the Group also participate (the “LTVR”). These plans are usually structured in overlapping multiyear cycles (currently three years), granting “units” each year (which may be converted into ordinary shares at the end of the vesting period (currently three years) if the metrics to which the LTVR is subject are fulfilled). The LTVR can be summarized as follows:

The 2020-2022 plan

•

The 2020-2022 plan was approved for the Executive Directors and certain other managers of the Group by the Ferrovial, S.A. Board on December 19, 2019, and consequently approved for the Executive Directors at the general meeting of Ferrovial, S.A. on April 17, 2020.

•

The 2020-2022 Long-Term Remuneration Plan (the “LTRP”) provides for the allocation of “units,” potentially convertible into ordinary shares, in 2020, 2021 and 2022. These ordinary shares, as the case may be, are to be delivered in the year in which the third anniversary of the allocation of the corresponding units is reached (i.e., 2023 for the 2020 grant, 2024 for the 2021 grant, and 2025 for the 2022 grant).

•

The “units” granted under the 2020-2022 LTRP may be converted into ordinary shares if (i) the beneficiaries remain in the Company for a period of three years from the date of grant of the units, except in exceptional circumstances such as retirement, disability or death, and (ii) certain objectives linked to internal or external metrics reflecting economic-financial and value creation for the company are met, as approved by the board of directors of Ferrovial, S.A. and the general meeting of Ferrovial, S.A.

The 2023-2025 plan

•

The 2023-2025 LTRP was approved for the Executive Directors and certain other managers of the Group by the Ferrovial Board on December 15, 2022. The 2023-2025 LTRP was also consequently approved for the Executive Directors at the general meeting of Ferrovial, S.A. on April 13, 2023, as required under Spanish corporate law.

•

The 2023-2025 LTRP provides for the grant of “units,” potentially convertible into ordinary shares, in 2023, 2024 and 2025. These ordinary shares, as the case may be, will be delivered in the year in which the third anniversary of the grant of the corresponding units is reached (i.e., 2026 for the 2023 grant, 2027 for the 2024 grant and 2028 for the 2025 grant).

•

The “units” granted under the 2023-2025 LTRP may be converted into ordinary shares if (i) the beneficiaries remain in the Company for a period of three years from the date of grant of the units, expect in circumstances such as retirement, disability or death, and (ii) certain objectives linked to internal or external metrics reflecting economic-financial, value creation for the company and ESG targets are met, as approved by the board of directors of Ferrovial, S.A. and the general meeting of Ferrovial, S.A.

Both the 2020-2022 plan and the 2023-2025 plan as they apply to the Executive Directors were subsequently submitted to approval at the general shareholders’ meeting of Ferrovial International SE as it pertains to the plans’ post-Merger implementation on June 13, 2023.

The chart below contains a summary of the LTVR granted under the 2019 plan, 2020-2022 plan and 2023 plan:

156

​	Long-term incentive plan			At the beginning of 2022 financial year		Granted during the 2022 financial year		Granted during the 2023 financial year		Consolidated during the 2022 financial year								Consolidated during the 2023 financial year								Instruments expired and not exercise 2022		At the end of the 2022 financial year		Instruments expired and not exercised 2023		At the end of the 2023 financial year
​	Plan	Grant		No. of Equivalent shares		No. of Equivalent shares		No. of Equivalent shares		No. of Equivalent shares		No. of consolidated equivalent shares		Consolidated share price (EUR)		Gross profit from consolidated shares (EUR thousand)		No. of Equivalent shares		No. of consolidated equivalent shares		Consolidated share price (EUR)		Gross profit from consolidated shares (EUR thousand)		No. of instruments (units)		No. of Equivalent shares		No. of instruments (units)		No. of Equivalent shares
Chairman	2019	​	2019	​	70,000	​	—	​	—	​	35,000	​	35,000	​	25.242	​	883	​	—	​	—	​	—	​	—	​	35,000	​	—	​	—	​	—
​	2020-2022	​	2020	​	46,500	​	—	​	—	​	—	​	—	​	—	​	—	​	29,704	​	29,704	​	26.773	​	795	​	—	​	46,500	​	16,796	​	—
​	​	​	2021	​	67,500	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	67,500	​	—	​	67,500
​	​	​	2022	​	—	​	56,400	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	56,400	​	—	​	56,400
​	2023-2025	​	2023	​	—	​	—	​	50,680	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	50,680
Chief Executive Officer	2019	​	2019	​	14,468	​	—	​	—	​	7,234	​	7,234	​	25.242	​	183	​	—	​	—	​	—	​	—	​	7,234	​	—	​	—	​	—
​	2020-2022	​	2020	​	46,500	​	—	​	—	​	—	​	—	​	—	​	—	​	29,704	​	29,704	​	26.773	​	795	​	—	​	46,500	​	16,796	​	—
​	​	​	2021	​	67,500	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	67,500	​	—	​	67,500
​	​	​	2022	​	—	​	56,400	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	56,400	​	—	​	56,400
​	2023-2025	​	2023	​	—	​	—	​	69,925	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	69,925

On February 15, 2024, we granted an additional 39,241 and 61,441 units to the Chairman and Chief Executive Officer under the terms of the 2023-2025 LTRP. Additionally, on March 13, 67,500 and 67,500 units granted in 2021 to the Chairman and Chief Executive Officer, respectively, were converted to ordinary shares under the terms of the LTRV at a price of EUR 36.045 per share, resulting in 54,000 and 54,000 shares and gross profit of EUR 1,946,430 and EUR 1,946,430, respectively.

6.B.2.2.5 Pension and fringe benefits

Executive Directors do not receive any pension or fringe benefits other than those mentioned in “—2. Remuneration in kind.” Executive Directors may allocate part of their annual gross fixed remuneration to obtain some of the products or services offered by the Company under the flexible remuneration plan, such as life insurance, accident insurance, health insurance and company cars.

The Chief Executive Officer participates in a deferred compensation scheme that only takes effect when he leaves the Company by mutual agreement with the Company upon reaching a certain age, and therefore there are no consolidated rights. See “—3. Long-term savings systems.”

6.B.2.2.6 Severance arrangements and compensation for non-competition agreements

We have contractual severance arrangements in place with the Executive Directors. The relevant key conditions of the Chairman’s and the Chief Executive Officer’s contracts are described below:

Chairman:

•

Termination and compensation: termination of the Chairman’s contract for any reason whatsoever shall not entitle the Chairman to any compensation.

•

Non-competition: the contract contains a post-contractual non-competition obligation for a period of two years after termination of the contract, compensated by two annuities of the Chairman’s fixed remuneration.

Chief Executive Officer:

•

Termination and compensation: in the event of termination, the Chief Executive Officer shall be entitled to gross compensation equal to the greater of the following two amounts: (i) the amount resulting from the sum of the annual amount of the fixed remuneration and the annual variable target remuneration corresponding to the year in which the contract is terminated; or (ii) the amounts accumulated on the date of termination of the contract in the extraordinary deferred remuneration plan, with the limit of two annual payments of the total annual remuneration.

•

Non-competition: 50% of the total amount the Chief Executive Officer could receive in case of termination of the contract will be subject to compliance with a two-year post-contractual non-competition agreement.

157

Presented below is a description of the compensation for Executive Directors for the year ended December 31, 2023, as recognized in the Audited Financial Statements for the year then ended:

​	2023
​	(in thousands of euros)
Chairman	​	​
Fixed remuneration	​	1,500
Variable remuneration	​	2,809
Plans linked to shares	​	795
Other(i)	​	13
Total	​	5,117
Chief Executive Officer	​	​
Fixed remuneration	​	1,313
Variable remuneration	​	1,926
Share plan linked to objectives	​	795
Other(i)	​	18
Total	​	4,052

(i)

Item “other” corresponds to a life insurance premium and other remuneration in kind.

6.B.2.2.7 Employment and Service Agreements

The Executive Directors have entered into service agreements with us. The service agreements are entered into for an indefinite term. The service contract with the Chairman does not contain provisions for benefits upon termination of employment. The service contract with the Chief Executive Officer contains severance provisions which provide for compensation for the loss of income resulting from a termination of employment in addition to a notice period of 3 months (as described in further detail above). The Non-Executive Directors do not have an employment or severance contract with the Company. The Company may provide the Non-Executive Directors with a short-form appointment letter, setting forth the principles of a Non-Executive Director’s appointment and relationship with the Company, provided, however that the Non-Executive Directors will be remunerated within the limits of the Remuneration Policy.

The service contract with the Chief Executive Officer was amended in July 17, 2023 to reflect a change on his place of work, which, following the Merger, is located in Amsterdam, The Netherlands. The amendments to the Chief Executive Officer’s service contract also update his compensation to reflect the changes approved under the most recent version of the Remuneration Policy, approved by the 2023 general shareholders’ meeting of Ferrovial.

6.B.3 Compensation of Executive Officers and Other Senior Management

In 2023, the total remuneration for the members of the senior management, including the Executive Officers with the exception of the Executive Directors (i.e., the Chairman and the Chief Executive Officer), amounted to EUR 13,633,448, comprised of EUR 5,093,912 in fixed remuneration, EUR 5,534,260 in variable remuneration, EUR 1,934,369 in shares under the LTRP and EUR 585,184 in life insurance premiums, Council memberships in other subsidiaries and expatriates’ premiums, and 485,722 in separation of members of Non-Management Committee in 2023 (amount subject to income tax).

In 2023, no amounts were set aside or accrued by us or our subsidiaries to provide for pensions and retirement or similar benefits of senior management, except for a contribution (including EUR 4,647 of expenses) of EUR 1,548,943 to a group savings insurance policy under which the Company is both the policy holder and beneficiary in relation to an extraordinary remuneration scheme for senior management, similar to the Long Term Savings Plan described for the Chief Executive Officer. For further details on the operation of the Long Term Savings Plan, please see “—2. Compensation of Directors and Executive Directors—2. Compensation of Executive Directors—3. Long-term savings systems.” Under this extraordinary remuneration scheme, senior

158

managers are, subject to the fulfillment of certain conditions, paid extraordinary remuneration upon leaving their respective position. Ferrovial does not have any pension plan in place for senior management.

6.B.4 Equity Incentive Plan

The 2020-2022 and 2023-2025 LTRP described above are provided to Executive Directors, senior managers and managers. The annual cost for the 2020-2022 plan cannot exceed EUR 22,000,000 and is capped at a maximum of 350 managers. The annual cost for the 2023-2025 plan cannot exceed EUR 22,700,000 and is capped at a maximum of 340 managers. Both plans are conditional on employees remaining at the Company for three years as from the date they are granted (barring special circumstances). The 2020-2022 plan is also conditional on the achievement of certain ratios calculated on the basis of business cash flow and total shareholder return relative to a peer group during the vesting period. The 2023-2025 plan is conditional on the achievement of certain ratios calculated on the basis of business cash flow, total shareholder return relative to a peer group during the vesting period and certain ESG indicators.

​	2023		2022		2021
Number of ordinary shares at beginning of year	​	1,782,127	​	2,054,531	​	2,468,724
Plans granted	​	653,611	​	702,675	​	909,578
Plans settled	​	(277,493)	​	(356,958)	​	(292,413)
Shares surrendered and other	​	(192,425)	​	(526,552)	​	(954,346)
Shares exercised	​	(12,804)	​	(91,569)	​	(77,012)
Number of ordinary shares at year-end	​	1,953,016	​	1,782,127	​	2,054,531

There were 1,953,016 shares outstanding in relation to these plans as of December 31, 2023.

In addition to the ordinary shares granted under the LTRP, all Ferrovial employees who are Spanish residents are allowed, pursuant to PIT Law, to request to receive payment of their compensation in ordinary shares in lieu of cash, up to an annual maximum amount of EUR 12,000.

6.C.   Board Practices

6.C.1 Board

We have a one-tier board consisting of two Executive Directors (the Chairman and the Chief Executive Officer) and ten Non-Executive Directors.

6.C.1.1 Powers, Responsibilities and Functioning

The Company is managed by the Board. The Board is responsible for the continuity of the Company and its affiliated enterprise and for sustainable long-term value creation of the Company and its affiliated enterprise. The Board focuses on sustainable long-term value creation by the Company and its affiliated enterprise and takes into account the impact the actions of the Company and its affiliated enterprise have on people and the environment and to that end weighs the stakeholder interests that are relevant in this context. The Board shall supervise the activity of the Group, which comprises of guiding its policy; monitoring the corporate management bodies and endeavoring that they respect the corporate purpose and interest; evaluating the performance of the managers; taking the most significant decisions; and delegating day-to-day management upon the management team pursuant to applicable law and regulations. The Board shall also identify and analyze the risks associated with the strategy and activities of the Company and its affiliated enterprise. It is responsible for establishing the risk appetite, as well as the measures that are put in place in order to counter the risks being taken. Based on the risk assessment, the Board designs, implements and maintains adequate internal risk management and control systems.

The Board may allocate its duties among the Directors by means of the Board Rules or otherwise in writing, with due observance of any limitations provided for by law or in the Articles of Association. Directors may validly adopt resolutions on matters that fall within the scope of their duties. In fulfilling their responsibilities, the Directors are required to be guided by the interests of the Company and its affiliated enterprise, taking into consideration the interests of the Company’s stakeholders.

159

The Executive Directors are primarily responsible for the day-to-day management of the Company. The Non-Executive Directors supervise the Executive Directors’ management and performance of duties and the Company’s general affairs and its business. The Non-Executive Directors also render advice to the Executive Directors. The Non-Executive Directors also perform any duties allocated to them under, or pursuant to, the law and the Articles of Association. The Executive Directors must timely provide the Non-Executive Directors with the information they need to carry out their duties.

The Board, as well as each Executive Director, acting individually, may represent the Company. In addition, the Company may authorize persons, whether or not employed by the Company, to represent the Company on a continuing basis or authorize such persons to represent the Company in a different manner.

6.C.1.2 Board Rules

Pursuant to the Articles of Association, the Board may, in writing, adopt board rules (the “Board Rules”) concerning its organization, decision-making, the duties and organization of committees and other internal matters concerning the Board, the Executive Directors, the Non-Executive Directors, and the committees established by the Board.

6.C.1.3 Composition, Appointment and Removal

The Articles of Association provide that the Board consists of one or more Executive Directors and two or more Non-Executive Directors. Pursuant to the Articles of Association, the majority of the Board must consist of Non-Executive Directors. The Board determines the exact number of Directors, as well as the number of Executive and Non-Executive Directors, provided that the number of Directors must be at least three and cannot exceed twelve.

The Board shall designate one of the Directors as Chairman and shall designate one of the Independent Directors as Lead Director if the Chairman is not an Independent Director. The Board shall also designate one or more Directors as Vice-Chairman. In case of more than one Vice-Chairman, the Board shall assign each Vice-Chairman a rank. The Board may also grant other titles to Directors. The Board may designate a person as Secretary and may also designate one or more persons as Vice-Secretary.

The General Meeting appoints the Directors pursuant to a nomination thereto by the Board. The nomination for appointment of a Director sets out whether such Director is nominated for appointment as Executive Director or Non-Executive Director. The nomination must be included in the notice of the General Meeting at which the nomination is to be considered.

Neither Dutch law nor the Articles of Association or Board Rules contain provisions on the retirement of Directors based on an age-limit, or a number of ordinary shares required to qualify for the role of Director.

The General Meeting may suspend or dismiss a Director. A suspension by the General Meeting may, at any time, be discontinued by the General Meeting. The Board may, at any time, suspend an Executive Director. A suspension by the Board may, at any time, be discontinued by the Board or by the General Meeting. A suspension may be extended one or more times, but the total duration of the suspension may not exceed three months. If at the end of that period, no decision has been taken on termination of the suspension or on dismissal, the suspension ends.

6.C.1.4 Corporate Governance Practices

The Company is a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer, the Company is permitted to comply with Dutch corporate governance practices in lieu of the otherwise applicable Nasdaq corporate governance rules, provided that the Company discloses the Nasdaq requirements it will not follow and the equivalent Dutch requirements with which it will comply instead.

The Company intends to rely on the “foreign private issuer exemption” with respect to the following requirements:

•

Quorum. Nasdaq Listing Rule 5620(c) requires that each company that is not a limited partnership provides for a quorum as specified in its by-laws for any meeting of the holders of common stock;

160

provided, however, that in no case shall such quorum be less than 33 1/3% of the outstanding shares of the Company’s common voting stock.

As a foreign private issuer, however, the Company is permitted, and intends to, follow home country practice in lieu of this requirement. In accordance with Dutch law, the General Meeting adopts its resolutions in a meeting where no quorum applies, with the exception of cases in which Dutch law or the Articles of Association specifically provide for a quorum.

Under Dutch law, a resolution for a specific form of legal demerger whereby different shareholders of the Company acquire shares in different companies resulting from the demerger, is subject to a quorum of 95% of the outstanding share capital. The Articles of Association do not provide for additional quorum requirements.

The Company otherwise intends to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. The Company may, however, in the future, decide to rely upon the “foreign private issuer exemption” for purposes of opting out of some or all of the other corporate governance rules.

6.C.1.5 Director Independence

Subject to the “foreign private issuer exemption,” Nasdaq Listing Rule 5605(b)(1) requires that a majority of the board of directors of companies listed on Nasdaq be independent. An “independent director” is defined generally as a person who has no relationships with the listed company that would interfere with the exercise of independent judgment in carrying out their responsibilities (directly or indirectly, as a partner, stockholder, shareholder, or officer of an organization that has a relationship with the listed company or as a family member of someone holding any of those positions).

The Company does not rely on the “foreign private issuer exemption” from Nasdaq’s requirement that a majority of the Company’s Board be independent. Under the Board Rules, the Board is comprised by the majority of independent directors. The Company’s Board consists of twelve directors, nine of whom qualify as independent directors as defined in the Nasdaq corporate governance rules.

6.C.1.6 Term of Appointment

The Articles of Association provide that a Director shall be appointed for a term as set out in the nomination for appointment. The term of appointment of a Director lapses (at the latest) at the end of the annual General Meeting held in the third calendar year following the year of appointment. A Director may be re-appointed with due observance of the Articles of Association and applicable law. The Board may draw up a rotation schedule for the Non-Executive Directors.

6.C.1.7 Diversity

Pursuant to Dutch law, Dutch listed companies, such as the Company, are required to apply a mandatory transitional quota of at least one-third women and at least one-third men in relation to appointments of non-executive directors. A resolution to appoint a non-executive director that does not contribute to the mandatory quota while the quota is not met is null and void. In such event, the person in question will not become a Non-Executive Director. The Board currently comprises six male Non-Executive Directors and four female Non-Executive Directors. Accordingly, the composition of the Non-Executive Directors qualifies as balanced under Dutch gender legislation.

In addition, large listed Dutch companies must set appropriate and ambitious gender balance targets for the executive directors, non-executive directors and senior management levels. The targets need to be included in a plan, which has to outline the actions required to meet the gender balance targets. Such companies will also be required to report to the Dutch Social and Economic Council annually, within ten months at the end of the financial year, on the annual targets, how to achieve these and, if it has not met the targets, why and how this will be remedied. Such companies will also have to include the information on gender balance target reporting in the annual management report.

Pursuant to the Dutch Corporate Governance Code, the Company implemented a diversity and inclusion policy. The diversity and inclusion policy sets specific, appropriate and ambitious targets in order to achieve a good balance in gender diversity and the other diversity and inclusion aspects of relevance to the Company,

161

with regard to the composition of the Board and a category of employees in managerial positions determined by the Board. The Company must disclose information on its diversity and inclusion policy in its annual management report.

6.C.1.8 Board Meetings and Decisions

Unless the applicable Dutch law, the Articles of Association or the Board Rules provide otherwise, resolutions of the Board are adopted by a majority of the votes cast in a meeting to which the majority of Directors entitled to vote attend, either in person or simultaneously through technical means (the latter, following authorization of the Chairman). Voting and adopting resolutions in writing (including by email) and without a meeting is only permitted when no Director expresses opposition to this procedure. In the event of a tied vote, the Chairman has a casting vote, provided at least two other Directors entitled to vote are in office. At a Board meeting, resolutions can only be validly adopted if the majority of the Directors entitled to vote attend the meeting in person or represented.

The Board shall meet at least once every three months to discuss the progress and foreseeable development of the Group’s business. Additionally, the Board shall also meet whenever the Chairman, the Lead Director or at least three Directors have requested a meeting. Meetings of the Board are attended by the Directors in person.

Directors may, when attendance to the meeting in person is not possible, grant a proxy to another Director for each session by any written means (including email), with the appropriate instructions.

A Director may only be represented at a meeting of the Board by another Director who is entitled to vote. Non-Executive Directors may only grant a proxy to another Non-Executive Director.

The approval of the General Meeting is required for resolutions of the Board regarding an important change in the identity or character of the Company or its business. The approval of the General Meeting is in any event required for Board resolutions relating to:

•

the transfer of the business enterprise, or practically the entire business enterprise, to a third party;

•

concluding or cancelling a long-lasting cooperation of the Company or a Group Company with another legal person or company, or as a fully liable general partner in a partnership, provided that the cooperation or cancellation is of material significance to the Company; and

•

acquiring or disposing of a participating interest in the share capital of a company with a value of at least one-third of the Company’s assets, as shown in the consolidated balance sheet with explanatory notes according to the last adopted annual accounts, by the Company or a Group Company.

The absence of approval of the General Meeting does not affect the authority of the Board or the Executive Directors to represent the Company.

6.C.2 Conflict of Interest

Pursuant to Dutch law and the Articles of Association, if a Director has a direct or indirect personal conflict of interest with the Company and its business as referred to in article 2:129(5) BW, such Director may not participate in the Board’s deliberations and decision-making on that matter.

Pursuant to the Board Rules, an Executive Director must, without delay, report any potential conflict of interest that is material to the Company or such Executive Director to the other Executive Directors and the Lead Director or, if the Chairman is an Independent Director, the Chairman. The Executive Director must provide all relevant information on this subject, including information relevant to the situation regarding his spouse, registered partner or life companion, foster child or relative by blood or marriage up to the second degree.

Pursuant to the Board Rules, a Non-Executive Director must, without delay, report any potential conflict of interest that is material to the Company or such Non-Executive Director to the Lead Director or, if the Chairman is an Independent Director, the Chairman. If the conflict of interest concerns the Lead Director or, if the Chairman is an Independent Director, the Chairman, such report must be made to the Vice-Chairman. The Non-Executive Director must provide all relevant information on this subject, including information

162

relevant to the situation regarding his spouse, registered partner or life companion, foster child or relative by blood or marriage up to the second degree.

If no resolution of the Board can be adopted as a consequence of such a personal conflict or article 2:169(4) BW being applicable to all Directors, the resolution may be adopted by the General Meeting. Article 2:169(4) BW provides that, in case of a related party transaction, a director may not participate in the Board’s deliberations and decision-making in case the director is involved in the transaction with the related party.

6.C.3 Board Committees

The Board has an Executive Committee, an Audit and Control Committee and a Nomination and Remuneration Committee. Among other duties, the Audit and Control Committee and the Nomination and Remuneration Committee have a preparatory and/or advisory role to the Board. Each of these committees has a charter on its role, responsibilities and functioning. These committees consist of Directors who are appointed for such committees by the Board. Both committees report their findings to the Board, which is ultimately responsible for all decision-making. Each committee’s members and functions are described below.

6.C.4 Executive Committee

Pursuant to the Board Rules, the Executive Committee may resolve on all matters on which the Board can resolve, subject to applicable law and the Articles of Association or as explicitly provided otherwise in the Board Rules. The entirety of the members must consist of Directors. Among its duties, the Executive Committee monitors the Group’s financial information, the evolution of the main business indicators, as well as the status of the most relevant matters of the Company. The Executive Committee shall ordinarily meet once per month, and as often as the Chairman should deem fit for the proper operation of the Company.

The Executive Committee consists of Rafael del Pino (the Chairman), Óscar Fanjul, Ignacio Madridejos, María del Pino, José Fernando Sánchez Junco, and Juan Hoyos.

6.C.5 Audit and Control Committee

In addition to the functions that may be attributed to it by the Board, the Audit and Control Committee holds the powers determined by applicable law, the Articles of Association and the Board Rules. The Audit and Control Committee oversees the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company and assists the Board in its decision-making in relation to the supervision of the integrity and quality of the Company’s financial and sustainability reporting and the effectiveness of the Company’s internal risk management and control systems. Among its duties, the Audit and Control Committee monitors the financial reporting process, reviews and discusses the annual audited financial statement and the management report with management and the independent auditor, prepares the selection of the independent auditor, advises the Board in relation to its decision-making on the independent auditor’s nomination for appointment or reappointment, or its dismissal, and makes recommendations to the Board on the appointment or dismissal of the senior internal auditor.

The Audit and Control Committee meets when convened by its chairperson, who must do so whenever requested to do so by the Board, the Chairman of the Board, or two of the Committee members, and in any case, at least once per quarter and whenever appropriate for the proper exercise of its duties.

Under the Nasdaq listing rules, the audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act. The majority of the audit committee must also qualify as independent under the applicable rules of the Dutch Corporate Governance Code. Each member of the Audit and Control Committee is independent under the applicable rules of Nasdaq and the SEC. The chairperson of the Audit and Control Committee shall always be an independent Non-Executive Director under the applicable rules of the Dutch Corporate Governance Code.

Each committee member must meet the financial literacy requirements under the applicable rules of Nasdaq and the SEC, and at least one member must fulfill audit committee “financial expert” requirements under the applicable rules of Nasdaq, and the SEC, and financial experience requirements under the Dutch Decree on

163

the Establishment of Audit Committees (Besluit instelling auditcommissie). All members of the Audit and Control Committee meet the requirements for financial literacy under the applicable rules and regulations of Nasdaq and the SEC.

The Audit and Control Committee consists of Óscar Fanjul (chairman), Philip Bowman, Gonzalo Urquijo and Alicia Reyes. Gonzalo Urquijo is an audit committee “financial expert” as defined by the SEC rules and has the prior financial experience required under the Dutch Decree on the Establishment of Audit Committees.

6.C.6 Nomination and Remuneration Committee

In addition to the function that may be attributed to it by the Board, the Nomination and Remuneration Committee holds the powers set forth by the applicable law and regulations, the Articles of Association and the Board Rules. The Nomination and Remuneration Committee identifies individuals qualified to become Directors, consistent with criteria approved by the Board, recommends that the Board selects the director nominees to be presented by the Board to the General Meeting, and prepares decision-making of the Board relating to the compensation of Directors and executive officers. Among its duties, the Nomination and Remuneration Committee identifies qualified individuals to be nominated for appointment as Directors and recommends to the Board on the nominees for election by the General Meetings, prepares the Board’s periodical assessment of the size and composition of the Board and makes recommendations to the Board with respect to the remuneration policy and the remuneration of each individual Director, including Executive Directors, and reviews and sets or makes recommendations to the Board with respect to the remuneration of other executive officers that do not serve as Directors. Furthermore, the Nomination and Remuneration Committee monitors compliance with the Remuneration Policy set by the Company and periodically reviews the Remuneration Policy for Directors and senior managers.

The Nomination and Remuneration Committee meets when convened by its chairperson, who must do so whenever requested by the Board, the Chairman, or two of its members, and in any case, whenever appropriate for the proper exercise of its duties.

The number of members of the Nomination and Remuneration Committee is determined by the Board and shall consist of at least two members. The majority of the committee members shall be independent under the applicable rules of Nasdaq and the SEC. The majority of the committee members should also qualify as independent under the Dutch Corporate Governance Code. Each member of the Nomination and Remuneration Committee is independent, as such term is defined under the Nasdaq rules, including the independence requirements applicable to members of a compensation committee. The chairperson of the Nomination and Remuneration Committee shall always be an independent Non-Executive Director under the Dutch Corporate Governance Code.

The Nomination and Remuneration Committee consists of Bruno Di Leo (chairman), José Fernando Sánchez-Junco, Hanne Sørensen and Gonzalo Urquijo.

6.D.   Employees

As of December 31, 2023, we had 24,799 employees. As of December 31, 2023, we had 24,566 full-time employees and 233 part-time employees, out of which 3,860 employees were under a temporary employment contract. In 2023, over 4,365 of our employees were based in the United States, with the remainder in various countries including Spain and the Netherlands. We believe we offer our employees competitive compensation packages and a dynamic work environment. We have generally been able to attract and retain qualified employees and maintain a core management team. We plan to hire additional experienced and talented employees in areas such as technical production, finance, marketing and certain technical areas as we grow our business.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

6.E.   Share Ownership

See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

164

ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.   Major Shareholders

The following table presents the beneficial ownership of our ordinary shares as of the date of this registration statement for:

•

each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares;

•

each of our executive officers and members of our Board; and

•

all of our executive officers and members of our Board as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Except as otherwise indicated, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.

The SEC rules for determination of substantial interest differ from the rules for determination of beneficial ownership under Dutch securities laws. The figures included herein have been calculated taking into consideration shares outstanding. Therefore, ordinary shares held by the Company as treasury stock have not been considered in determining the percentage of ordinary shares beneficially owned by each shareholder, executive officer or board member.

The percentage of beneficial ownership for the following table is based on 726,309,008 ordinary shares outstanding as of the date of this registration statement (and excludes 14,379,357 shares held by Ferrovial as treasury stock). Options to purchase shares that are exercisable within 60 days are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

Unless otherwise indicated, the address for each listed shareholder is: Gustav Mahlerplein 61-63, (Symphony Towers, 14th floor), 1082 MS Amsterdam, The Netherlands.

165

Name of Beneficial Owner	Number of Ordinary Shares Beneficially Owned		Percentage of Ordinary Shares Beneficially Owned
5% or Greater Shareholders	​	​	​	​
Rafael del Pino(1)	​	152,299,122	​	20.97%
María del Pino(2)	​	61,160,900	​	8.42%
Executive Officers and Board Members	​	​	​	​
Rafael del Pino(1)	​	152,299,122	​	20.97%
Óscar Fanjul	​	46,069	​	*
Ignacio Madridejos	​	136,508	​	*
María del Pino(2)	​	61,160,900	​	8.42%
José Fernando Sánchez Junco	​	182,871	​	*
Philip Bowman	​	32,760	​	*
Hanne Sørensen	​	—	​	—
Bruno Di Leo	​	—	​	—
Juan Hoyos	​	5,931	​	*
Gonzalo Urquijo	​	215	​	*
Hildegard Wortmann	​	—	​	—
Alicia Reyes	​	—	​	—
Ernesto López Mozo	​	222,881	​	*
Ignacio Gastón	​	69,990	​	*
Luke Bugeja	​	—	​	—
María José Esteruelas	​	1,475	​	*
Andrés Sacristán	​	37,383	​	*

(*)

Represents less than 1%.

(1)

Rafael del Pino owns an interest of 99.87% in Rijn Capital B.V., an entity which holds 152,299,122 ordinary shares, and may be deemed to be the beneficial owner of such ordinary shares held by Rijn Capital B.V.

(2)

María del Pino directly holds 23,320 ordinary shares. María del Pino also owns an interest of 99.99% in Menosmares, S.L., an entity which holds 61,137,580 ordinary shares, and may be deemed to be the beneficial owner of such ordinary shares held by Menosmares, S.L.

7.B.   Related Party Transactions

We report related party transactions following the standards set forth by International Accounting Standard 24 (“IAS 24”). In reporting the commercial transactions between the Company (or the Group Companies) and related parties, we separate disclosure into four separate categories: (i) transactions between Ferrovial and its directors or senior managers; (ii) transactions between Group Companies and the Company’s directors or senior managers, (iii) transactions between Group Companies and equity-accounted companies, and (iv) transactions between Group Companies. In connection with this reporting, our predecessor Ferrovial, S.A. changed its reporting criteria in the second half of 2021 due to the amendment of the Spanish applicable regulations on related party transactions.

7.B.1 Transactions between Ferrovial and its directors and senior managers

This section includes the transactions carried out between Ferrovial and:

(i)

Ferrovial’s directors and senior managers, their close family members, or entities in which one or the other holds control or joint control; or

(ii)

entities in which the Executive Directors of Ferrovial are directors or senior managers, or the Non-Executive Directors of Ferrovial are executive directors or senior managers, or entities over which Ferrovial’s Directors could exercise significant influence.

166

For entities mentioned in (ii) above, ordinary transactions made on standard customer terms and immaterial are not included.

There have been no transactions of this type for the years ended December 31, 2023, 2022 and 2021.

7.B.2 Transactions between Group Companies and Ferrovial’s directors or senior managers

This section includes the transactions carried out between Group Companies and:

(i)

Ferrovial’s directors and senior managers, or their close family members, or entities in which one or the other holds control or joint control; or

(ii)

entities in which the Executive Directors of Ferrovial are directors or senior managers, or the Non-Executive Directors of Ferrovial are executive directors or senior managers, or entities over which Ferrovial’s Directors could exercise significant influence.

For entities mentioned in (ii) above, ordinary transactions made on standard customer terms and immaterial are not included.

In 2023, a company controlled by Mr. Rafael del Pino, the Chairman of the Company, hired Ferrovial Construcción, S.A., a wholly-owned subsidiary of the Company, as project manager in charge of the control and supervision of the construction and refurbishment works of certain buildings. These project management services commenced in 2023 and will continue until the works are completed. The underlying works are being executed by third parties. The price of the project management contract is calculated with basis on the actual costs incurred by Ferrovial Construcción, S.A. in providing these services to which a multiplier of 1.4 is applied. The resulting price is similar to the price of these services when provided by Ferrovial Construcción, S.A. to other clients that are not related parties (market price). The estimated fees for the services provided under this agreement are approximately EUR 590,000.

Additionally, in October 2023, Mr. Rafael, Mr. Ignacio and Mr. Juan del Pino Fernández-Fontecha, all of whom are sons of Mr. Rafael del Pino, the Chairman of the Company, entered into a construction contract with Ferrovial Construcción, S.A. in relation to the completion of the construction of a building. The contract is an “open book project” pursuant to which the final contract price will be calculated as the sum of the actual direct and indirect costs of the works, plus a fee of 8.9% (market price). We expect the works will be completed in the third quarter of 2024. The estimated contract price under this agreement is EUR 1,846,057.

Both agreements have been entered into as part of the ordinary course of business of Ferrovial Construcción, S.A.

For the years ended December 31, 2023, 2022 and 2021, the following related party transactions were carried out:

​	​	Year ended December 31,
​	​	2023						2022						2021
​	​	(in thousands of euros)
Name/ Company Name	Transactions	Amount		Profit or loss		Balance		Amount		Profit or loss		Balance		Amount		Profit or loss		Balance
Rafael del Pino y Calvo-Sotelo	Services rendered	​	—	​	—	​	—	​	2	​	—	​	—	​	7	​	—	​	1
María del Pino y Calvo-Sotelo	Services rendered	​	—	​	—	​	—	​	5	​	1	​	—	​	6	​	1	​	—
Juan del Pino Fernández- Fontecha	Services rendered	​	25	​	(12)	​	27	​	—	​	—	​	—	​	—	​	—	​	—
Ignacio del Pino Fernández- Fontecha	Services rendered	​	25	​	(12)	​	27	​	—	​	—	​	—	​	—	​	—	​	—
Rafael del Pino Fernández- Fontecha	Services rendered	​	25	​	(12)	​	27	​	—	​	—	​	—	​	—	​	—	​	—
Criu, S.L.	Services rendered	​	—	​	—	​	—	​	1	​	—	​	—	​	17	​	1	​	2
Polan, S.A.	Services received	​	—	​	—	​	—	​	(12)	​	—	​	—	​	—	​	—	​	—
​	Services rendered	​	—	​	—	​	—	​	17	​	1	​	—	​	159	​	1	​	59

For description of certain family relationships and potential conflicts of interest, see “Item 6. Directors, Senior Management, and Employees—A. Directors and Senior Management—3. Family Relationships, Potential Conflicts of Interest and Other Information.”

167

7.B.3 Transactions between Group Companies and equity-accounted companies

The table below presents the transactions carried out between Group Companies and equity-accounted companies in the ordinary course of business on standard customer terms in the years ended December 31, 2023, 2022 and 2021:

​	For the year ended December 31,
​	2023		2022		2021
​	(in millions of euros)
Services received	​	(3)	​	(2)	​	—
Services provided	​	111	​	89	​	632
Net financial expenses/Income	​	28	​	22	​	14
Payables to related parties	​	23	​	28	​	21
Receivables from related parties	​	294	​	252	​	203

7.B.4 Transactions between Group Companies

This section includes description of the transactions carried out between the Group Companies in the ordinary course of business (in terms of purpose and conditions) not eliminated on consolidation.

Balances and transactions relating to construction work performed by the Construction Business Division for the Group’s infrastructure project companies are not eliminated on consolidation since the related contracts are classified as construction contracts in which the work is deemed to be performed in favor of third parties, since both from a financial and legal perspective, the ultimate recipient of the performed works is the entity that granted the concession, rather than the infrastructure project company holding an interest in the concession project. See Note 1.3.2. to the Audited Financial Statements for a further description of the criteria we follow in eliminating intragroup balance and transactions on consolidation.

In 2023, our Construction Business Division billed EUR 375,680 thousand (EUR 865,487 thousand in 2022 and EUR 955,920 thousand in 2021) to our infrastructure project companies for work performed and related advance payments. The Construction Business Division recognized sales in connection with the aforementioned work performed amounting to EUR 489,259 thousand in 2023 (EUR 1,030,639 thousand in 2022 and EUR 1,016,628 thousand in 2021). The profit from these transactions attributable to the Company’s holdings in the infrastructure project companies involved in these transactions (and not eliminated on consolidation), net of taxes and non-controlling interests, amounted EUR (34,942) thousand in 2023 (EUR (60,507) thousand in 2022 and EUR 5,748 thousand in 2021).

7.C.   Interests of Experts and Counsel

Not applicable.

ITEM 8.   FINANCIAL INFORMATION

8.A.   Consolidated Statements and Other Financial Information

8.A.1 Financial Statements

See “Item 18. Financial Statements,” which contains our financial statements prepared in accordance with IFRS.

8.A.2 Legal Proceedings

We are, from time to time, party to various legal proceedings arising out of our ordinary course of business.

8.A.2.1 Litigation and other contingent liabilities relating to the Toll Roads Business Division

U.S. Toll roads—NTE 35W

There was a multiple vehicle accident on February 11, 2021 on the NTE 35W in Dallas, Texas. The accident involved 133 vehicles and resulted in six deaths and other injuries.

168

As a result of this incident, the concession company NTE Mobility Partners Segment 3 LLC, of which we indirectly own 53.7%, together with several of our U.S. Group Companies, have been named parties to 29 claims filed, currently in the early stages of legal proceedings.

Following consultation with external legal advisors the concession company expects no material impact even in the event of an unfavorable ruling due to the insurance policies in place. Therefore, no provision has been recorded in relation to this event.

Court proceedings instigated by the financial institutions of the Radial 4 project

In June 2013, a group of financial institutions part of the bank syndicate financing our Radial 4 project commenced court proceedings in the Madrid Court of First Instance No. 61 against the shareholders of the concession company, Cintra Infrastructures, SE (“CISE”) and Sacyr Concesiones, S.L. The concession shareholders had guaranteed a contingent capital contribution upon occurrence of certain events set forth in the relevant project financing agreement.

Specifically, the group of financial institutions sought enforcement of a EUR 23 million corporate guarantee put in place by the shareholders (of which CISE’s proportional share is EUR 14.95 million), on the grounds of an alleged breach of certain financing agreement ratios.

The Madrid Court of First Instance No. 61 dismissed the lawsuit, declaring the lack of legal standing of the bank syndicate to request an enforcement of such guarantee. The bank syndicate then lodged an appeal before the Madrid Provincial Court, that was also dismissed by the court which upheld the judgment of the Madrid Court of First Instance No. 61. The group of financial institutions decided to lodge an extraordinary appeal for procedural infringement before the Spanish Supreme Court, which the court admitted. As a result, the Madrid Provincial Court heard and reviewed the merits of the case. The Madrid Provincial Court upheld the appeal lodged by the bank syndicate.

Following the Madrid Provincial Court’s resolution in favor of the group of financial institutions, CISE and Sacyr Concesiones, S.L. filed a cassation appeal with the Spanish Supreme Court on December 10, 2020.

On October 23, 2023, CISE received the Spanish Supreme Court’s Decision dismissing the cassation appeal filed on December 10, 2020. Such dismissal rendered the Madrid Provincial Court’s resolution final and binding. As a consequence, on November 15, 2023, CISE paid EUR 14.95 million plus EUR 6.38 million of accrued interest. At present, only the legal costs requested by the defendants remain outstanding.

Portugal—Auto-Estradas Norte Litoral S.A.

The insolvency estate of J. Gomes − Construções do Cávado, S.A., (the “J. Gomes Parent”) filed a civil lawsuit against CISE seeking the invalidity of its purchase of shares of Auto-Estradas Norte Litoral S.A. (“AENL”) (the “AENL Shares”) from J. Gomes − Concessões Norte, Unipessoal, Lda. (the “J. Gomes Subsidiary”), a fully-owned subsidiary of J. Gomes Parent. J. Gomes Parent initiated proceedings against both CISE and J. Gomes Subsidiary on the basis that the purchase price paid by CISE was lower than the fair market value of the AENL Shares. J. Gomes Subsidiary is not an insolvent entity (unlike the claimant, J. Gomes Parent). CISE acquired the AENL Shares from J. Gomes Subsidiary and the rest of minority shareholders of AENL, paying the same price per share to all shareholders.

The claimant, J. Gomes Parent, has requested that (i) CISE returns to the claimant (a) the AENL Shares and (b) an amount corresponding to the total dividends received in connection with those shares since the date on which the sale took place; and that (ii) the claimant is allowed to pay a small fraction of the price received by J. Gomes Subsidiary from CISE for such AENL Shares, with the remainder of the price to be claimed by CISE as a common creditor under J. Gomes Parent’s insolvency proceedings.

We estimate the value of the claim, including accrued legal interest, that although not yet claimed, may be requested in connection with the proceedings by J. Gomes Parent, to be an amount under EUR 10 million.

CISE believes, after consultation with external legal advisors, that its position is reasonable and therefore has not recorded a provision in relation to this risk.

169

8.A.2.2 Litigation relating to the Construction Business Division

The Construction Division is involved in several ongoing legal proceedings, relating principally to potential construction defects in the building work it has completed and claims for civil liability. As of December 31, 2023, and 2022, respectively, provisions amounting to EUR 68 million and EUR 68 million had been recorded globally in relation to these proceedings, with the provisions recorded for each lawsuit not exceeding EUR 10 million. The provision for each of the lawsuits corresponds to our best estimate on the possible impact of the same.

8.A.2.3 Legal Proceedings Related to Construction Business in Spain

In 2019, the Spanish National Markets and Competition Commission (CNMC) initiated penalty proceedings against Ferrovial Construcción, S.A. and other construction firms for alleged anti-competitive behavior. On July 6, 2022, the CNMC issued a resolution finding that Ferrovial Construcción, S.A. had committed a “very serious infringement” of Article 1 of Law 15/2007, of 3 July, on the Defense of Competition and Article 101 of the European Union Treaty and imposing a fine of EUR 38.5 million. Ferrovial Construcción, S.A. filed a contentious-administrative appeal against the CNMC’s resolution in the Spanish National High Court on October 4, 2022.

On December 9, 2022, the Spanish National High Court agreed to suspend the resolution issued by the CNMC’s Competition Court pending its decision on the contentious-administrative appeal.

The Group considers that the outcome of this lawsuit is unlikely to be unfavorable and, therefore, no amounts have been provisioned in this respect.

8.A.2.4 Legal Proceedings Related to D4R7 project (Slovakia)

Criminal Investigation for Alleged Environmental Risks and Damage in Connection with the Exploitation of Plots of Land in Jánošíková

In June 2019, the Provincial Headquarters of the National Police in Bratislava (Slovakia) initiated a criminal investigation ex officio against D4R7 Construction s.r.o., the joint venture established to carry out the D4R7 toll road construction project in Bratislava, which was formed by Ferrovial and PORR (with 65.0% and 35.0% stakes in the joint venture, respectively). The grounds for the investigation are alleged environmental risks and damage, as defined in the Slovakian Criminal Code, due to an alleged failure to obtain the necessary permits to excavate dirt from two plots of land in Jánošíková, Slovakia. The alleged damages were quantified at EUR 8.7 million.

The two plots requiring the environmental permits do not form part of the toll road site layout, although materials extracted from the plots were used to construct the project pursuant to agreements with the owners, who incurred no environmental damage. The excavation work, which also included obtaining the property owners’ consent, as well as the necessary environmental permits to extract the dirt material, was subcontracted to a local company specialized in this type of work.

The investigation is ongoing and several people have been charged and a variety of defense submissions in response to said alleged charges and expert reports have been submitted by the Slovakian authorities, as the investigator/prosecutor, and by the joint venture, as the investigated party/defendant. The last expert report in connection with the investigation was submitted by the joint venture in December 2022, after which the prosecutor submitted the investigation file to the court. Upon review, the court will decide whether there is sufficient evidence to support the allegations and if all legal requirements have been met to set the case for trial or otherwise will revert the investigation file to the prosecutor’s office for further investigation.

The Group considers improbable that the investigation will give rise to risk and, therefore, no provision has been set aside with respect to this dispute.

Criminal Investigation for Alleged Hazardous Substances and Environmental Damage in Connection with the Exploitation of Plots of Land in Blatná na Ostrove

On June 2, 2023, the Presidium of the Police Force for the National Center of Special Types of Criminality’s division investigating hazardous substances and environmental crimes filed charges against

170

D4R7 Construction s.r.o. for an alleged crime of endangering and damaging the environment in violation of Section 300(1) of the Slovak Criminal Procedure Code. The charges allege that, between May and December 2018, D4R7 Construction s.r.o. caused environmental damage quantified as EUR 6.6 million on certain protected parcels of land located in Blatná na Ostrove by extracting more than 200,000 tons of dirt without a permit. The excavation work, as well as the necessary environmental permits to extract the dirt material, was subcontracted to a local company specialized in this type of work. A hearing date has not yet been set. D4R7 Construction s.r.o. disputes these charges and intends to file a timely response.

The Group considers improbable that the investigation will give rise to risk and, therefore, no provision has been set aside with respect to this dispute.

8.A.2.5 FB Serwis (Poland)

On February 1, 2023, the president and vice-president of the management board of FBSerwis S.A., a subsidiary of Budimex, were detained in Warsaw, Poland, by the Polish Central Anticorruption Office. According to the information provided publicly by the Polish National Prosecutor’s Office, the arrests were related to a broader investigation for alleged tax fraud and money laundering, invoice forgery, and bribery. According to these public sources, over a dozen people have been detained as part of the ongoing proceedings, including three employees of FBSerwis S.A. On March 28, 2023, the supervisory board of FBSerwis S.A. decided to dismiss the president and vice-president of the management board from said management board. FBSerwis S.A. has therefore terminated their employment contracts. The investigation is ongoing and FBSerwis S.A. is cooperating with the authorities. FBSerwis S.A.’s management board does not presently identify any significant risk for its operations. In addition, it commissioned an independent law firm to investigate any irregularities related to these events. The underlying investigation is in progress. In May 2023, the supervisory board named a new president of the management board. The management board of FBSerwis S.A. has established an internal control office to monitor compliance with its policies and procedures, which have been reviewed and improved in 2023. Considering this, the management board of FBSerwis S.A. believes that, at present, there is no need to make adjustments to the financial statements in relation to these events. In the opinion of the external legal counsel engaged by FBSerwis S.A., the risk that the company could be held liable for the events under investigation is remote and is not expected to exceed EUR 1 million. Therefore, as of December 31, 2023, we have not recognized a liability in our financial statements in relation to this matter.

8.A.2.6 Bucaramanga Project (Colombia)

In December 2023, the National Infrastructure Authority (ANI) of Colombia imposed a fine on Concessionaire Ruta del Cacao, the Ruta del Cacao toll road concession, where our subsidiary Cintra holds a 30% stake. The fine is imposed due to delays in completion of segment 8 (UF8) of the project and flows down to the construction joint venture (CJV), working on the construction for Concessionaire Ruta del Cacao, and where our other subsidiary Ferrovial Construcción holds a 70% stake. The CJV, through the Concessionaire appealed to nullify the fine, declaring that the delays in completion of UF8 were caused by force majeure, specifically, the unforeseeable geological conditions in the terrain that have resulted in multiple landslides. The impact of this delay has been considered and is being monitored. In 2023, we recorded a provision of USD 15 million in connection with potential disputes related to the project. There may be additional costs related to any potential, future delays in connection with the project.

8.A.2.7 I-66 and I-285 projects (U.S.)

In 2015, Georgia’s Department of Transportation awarded the design and construction of the I-285/SR-400 improvement project to North Perimeter Contractors, LLC, which sole member is Ferrovial Construction US Corp.

In 2016, FAM Construction, LLC (in which Ferrovial Construction US Corp. holds a 70% interest and Allan Myers VA holds a 30% interest) was awarded the design and construction of the Interstate 66 Outside the Beltway project (I-66).

These design-build projects are near completion but have incurred losses due to unforeseen events beyond the above contractors’ control, including due to the impact of the Covid-19 pandemic, client-directed scope changes, and weather events, among others. The above contractors have accordingly initiated upstream claims

171

proceedings to recover part of the costs incurred. The claims have thus far been denied, and the respective contractors have accordingly initiated claim proceedings to recover the incurred losses. These claims have been considered in the calculation of the Group’s future loss provisions in accordance with IFRS 15.

8.A.2.8 Tax-Related Proceedings

Tax proceedings relating to the amortization for tax purposes of financial goodwill on the acquisitions of Amey and Swissport

The Group filed an appeal against the 2014 decision by the European Commission to classify amortizations of financial goodwill as state aid. As the Group considers there are sound grounds supporting its procedural stance in this proceeding, no provision has been recorded as of December 31, 2023. However, if the court judgement is unfavorable there will be an adverse effect of EUR 87.6 million on the Group’s income statement in relation to additional Spanish CIT between 2002 to 2021. The maximum amount payable in connection with a potential unfavorable result would be EUR 46.9 million, as the remainder has already been settled by the Group.

On September 27, 2023, the European General Court issued a ruling overturning the European Commission’s October 15, 2014 decision, which considered the Spanish tax depreciation of financial goodwill with respect to indirect acquisition of non-resident companies “state aid” incompatible with the EU Treaty. The European General Court’s ruling upheld the appeals of Spain and several Spanish companies, including Ferrovial, and found that the European Commission’s decision violated the principles of legal certainty and protection of legitimate expectations. The ruling can be appealed by the European Commission before the Court of Justice of the European Union. If the ruling is appealed and subsequently upheld, the Spanish Tax Administration will be obligated to refund the initially claimed amounts.

On December 14, 2023, the European Commission logged its appeal against this ruling before the Court of Justice of the European Union (C-780/23 P). The proceeding is currently ongoing.

Unconstitutional Royal Decree-Law 3/2016

On January 18, 2024, the Spanish Constitutional Court announced its ruling related to Royal Decree-Law 3/2016 (RDL 3/2016), on tax measures aimed at the consolidation of public finances, which amended corporate income taxation by limiting the offsetting of net operating losses (25% current limit versus 70% previous to RDL 3/2016), establishing limits on the application of double taxation deductions and forcing the inclusion in the tax base of impairment losses on portfolio investments deducted in previous years.

The Spanish Constitutional Court ruling, officially published on February 20, 2024, resolves that the use of the Royal Decree-Law is not suitable for amending the essential elements of the Corporate Income Tax (CIT), and this practice infringes constitutional requirements. Based on the aforementioned grounds, the Spanish Constitutional Court overturned the RDL 3/2016, which is considered null and void. We filed several lawsuits with respect to its CIT assessment for tax years 2016 through 2023 based on the same argument.

As a result of the Spanish Constitutional Court ruling, we believe it is likely we will obtain a favorable ruling, with the expected amount to be recovered by the Group in relation to years 2016 to 2023 amounting to EUR 37 million. We have not recorded any impact in our consolidated financial statements for the year ended December 31, 2023 as the RDL 3/2016 was not overturned at December 31, 2023 and, according to IAS 37.35, contingent assets are only accounted for if its recoverability has become virtually certain in the year. The total expected effect would impact our consolidated financial statements for the year ended December 31, 2024.

We estimate an additional EUR 49 million positive impact of this ruling on its tax-loss recoverability analysis for years beyond 2023, which would also impact our consolidated financial statements for the year ended December 31, 2024. Any change in legislation may have an impact in this estimate.

Settlement resolution arising from the tax assessment for 2006 Spanish Corporate Income Tax

We had an ongoing dispute in connection with the Group’s 2006 Spanish CIT assessment pertaining to the application of a deduction for export activities relating to an investment made to acquire the ownership interest in the former BAA (now Heathrow Airport Holding Limited). The Group filed a cassation appeal with the

172

Spanish Supreme Court against the settlement resolution arising from the Spanish Tax Authority’s tax assessment raised on Ferrovial’s 2006 Spanish CIT. On September 12, 2023, the Supreme Court of Spain ruled in favor of Ferrovial. The decision, declaring the tax assessment null and void, is final. No provision was registered in the accounts in this respect.

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation.

8.A.3 Dividend Policy

8.A.3.1 General

We may only make distributions, whether a distribution of profits or freely distributable reserves, to our shareholders to the extent that our equity exceeds the sum of the paid-up and called-up part of the capital and the reserves which must be maintained by Dutch law or by the Articles of Association.

8.A.3.1.1 Annual profit distribution

A distribution of profits other than an interim distribution is resolved on by the General Meeting on a proposal thereto by the Board. Such a distribution is only allowed after the adoption of the Company’s annual accounts (i.e., non-consolidated) by the General Meeting, and the information therein will determine if the distribution of profits is legally permitted for the respective financial year.

8.A.3.1.2 Right to reserve

The Board may determine that an amount out of the profit will be added to the reserves. The Board determines how a shortfall that is determined following the adoption of the annual accounts will be accounted for. A loss may be set off against the reserves to be maintained by law only to the extent allowed by law. The profits remaining after application of the foregoing will be at the disposal of the General Meeting.

8.A.3.1.3 Interim distribution

Subject to Dutch law and the Articles of Association, the Board may resolve to make interim distributions if an interim statement of assets and liabilities meeting the requirements laid down in section 2:105(4) BW shows that the Company’s equity exceeds the sum of the paid-up and called-up part of the capital and the reserves which must be maintained by law or the Articles of Association.

8.A.3.1.4 Distribution in kind

The corporate body resolving on a distribution decides whether such distribution is made in cash, in kind or in Shares, or any combination thereof. The General Meeting may only resolve to make a distribution in kind or in the form of Shares pursuant to a proposal thereto by the Board. If a distribution is made in a form other than in cash, the Board determines the value the Company will allocate to such distribution for accounting purposes.

8.A.3.1.5 Profit ranking of the Shares

All Shares rank equally in all distributions. When determining the allocation of an amount to be distributed, Shares held by the Company in its capital are not taken into account, unless those Shares are encumbered with a right of usufruct or a right of pledge.

In the event of insolvency, any claims of the holders of Shares are subordinated to those of the creditors of the Company. This means that an investor could potentially lose all or part of its invested capital.

8.A.3.1.6 Payment

Payment of any future dividend on Shares in cash will in principle be made in euro. Any dividends on Shares that are paid to Shareholders through DTC will be automatically credited to the cash account of the relevant

173

Shareholders’ DTC participant account in U.S. dollars, including holders of book-entry interests in the Shares holding through intermediaries who are direct participants in Euroclear Bank (except for Euroclear Nederland and its participant entities), while dividends on Shares that are paid to Shareholders through Iberclear and Euroclear Nederland are expected to be credited in euro to the cash account of the relevant Euroclear Nederland or Iberclear participant. Payments to DRS Holders will be paid by the U.S. transfer agent in U.S. dollars, either by cheque or through bank transfer. Shareholders may consult their intermediary or professional advisor in relation to the currency in which their dividends will be paid. There are no restrictions in relation to the payment of dividends under Dutch law in respect of holders of Shares who are non-residents of the Netherlands. Payments of profit and other payments are announced in a notice by the Company. A Shareholder’s claim to payments of profits and other payments lapses five years and one day after the day on which the claim became payable. Any profit or other payments that are not claimed within this period will be considered to have been forfeited to the Company and will be carried to the reserves of the Company.

For more information, see “Item 10. Additional Information—A. Share Capital.” Dividends may also be subject to Dutch withholding taxes. See “Item 10. Additional Information—E. Taxation—1. Material Dutch Tax Considerations” for additional information regarding dividends in accordance with Dutch law.

8.A.3.2 Our Dividend History and Policy

8.A.3.2.1 Shareholder remuneration

We have traditionally remunerated our shareholders through the payment of cash dividends and we intend to maintain a policy that allows our shareholders, if they wish, to receive all their remuneration (if any) in cash.

In order to improve the system of shareholder remuneration and pursuant to the latest trends followed in this area by peers, since 2014, we have offered our shareholders a flexible dividend program that, without limiting their ability to receive their full remuneration in cash if they so desire, allows them to receive our ordinary shares instead.

The flexible dividend program is part of our larger shareholder remuneration scheme, which typically also consists of a share buy-back and amortization of shares program.

8.A.3.2.2 Flexible dividend program

We aim to make investments to facilitate profitable growth and to maintain a solid investment grade rating while providing our shareholders with dividends based on returns from infrastructure projects.

Dividends may be implemented through a flexible dividend program, pursuant to which our shareholders have the option to receive additional ordinary shares in the Company’s capital instead of a cash dividend. Dividends paid in the form of our ordinary shares may have a dilutive effect and may be made available in the form of newly issued ordinary shares, paid up from our freely distributable reserves or such other reserves as permitted under Dutch law, or our treasury shares.

We generally distribute the flexible dividend in May and November of each year. However, in 2023, due to the Merger, the first distribution of flexible dividend was on July 26, 2023 and the second distribution of flexible dividend was on November 22, 2023.

The table below summarizes the distributions taking place under the flexible dividend program in place for our shareholders for the financial years ended December 31, 2023, 2022, and 2021.

Ferrovial scrip dividend history	2023		2022		2021
	November	July	November	May	November	May
Guaranteed set price to purchase rights	0.4276	0.2871	0.414	0.278	0.305	0.197
Rights per ordinary share	66.9728	103.2546	56	87	87	120
% Ferrovial shareholders who chose ordinary shares as dividends	75.2%	72.0%	92.0%	47.1%	91.2%	91.9%
% Ferrovial shareholders who chose cash as dividends	24.8%	28.0%	8.0%	52.9%	8.8%	8.0%
Number of new ordinary shares issued	8,193,687	5,051,417	12,116,333	3,968,559	7,743,557	5,615,714
Number of rights purchased	77,344,645	58,275,364	59,056,364	388,337,800	64,828,548	59,016,522

174

On April 11, 2024, the Board explained at the Company’s Annual General Meeting its intention to distribute one or more interim flexible dividends in 2024 for a cash equivalent amount of approximately EUR 550 million, subject to the Board’s discretion in light of market conditions, the Company’s conditions and any other relevant circumstances.

8.A.3.2.3 Share buy-back and amortization of ordinary shares

In addition to the flexible dividend program, our shareholder remuneration scheme also includes our periodic share buy-backs for the purpose of reducing its share capital through the subsequent amortization of our ordinary shares.

On June 13, 2023, the General Meeting of Ferrovial International SE resolved, effective after the Merger, to authorize the Board to resolve on the repurchase of the Company’s ordinary shares for a period of 18 months from Merger effectiveness, subject to the following conditions: (i) the Company and the Group Companies could not hold more than 10% of the issued share capital of the Company (either through purchase on a stock exchange or otherwise); (ii) the minimum price paid for each common share repurchased, excluding expenses, had to be the nominal value of such share; and (iii) the maximum price paid for each common share repurchased, excluding expenses, could not exceed an amount equal to 125% of the quoted price on the date of acquisition on a market on which the ordinary shares of the Company are listed.

On June 14, 2023, the Board of Ferrovial International SE resolved that each of the Executive Committee and the Chief Executive Officer would be delegated by the Board to adopt, on behalf of the Board, any resolution to which the Board is authorized by the General Meeting held on June 13, 2023.

On November 30, 2023, the Chief Executive Officer resolved on the implementation of a share buy-back program with a maximum net investment of EUR 500,000,000 and maximum share acquisition of 34,000,000 ordinary shares of the Company (representing approximately 4.59% of the Company’s share capital as of that date), in a form and manner consistent with Dutch law and Dutch market practice, and, following our planned U.S. listing, U.S. law and U.S. market practice. The program was authorized for the period from December 1, 2023 up to, and including, May 1, 2024, subject to earlier termination if the maximum net investment or maximum share acquisition are reached, or in any other advisable circumstances. On that same date, we announced the share buy-back program. Under this share buy-back program, we may from time-to-time enter into agreements with one or more financial institutions to facilitate our share buy-back. As of the date of this registration statement, we have acquired 12,015,493 ordinary shares under the November 30, 2023, share buy-back program.

On April 11, 2024, the General Meeting of Ferrovial resolved to authorize the Board to resolve on the repurchase of the Company’s ordinary shares for a period of 18 months from April 11, 2024, up to and including October 10, 2025, subject to the following conditions: (i) the Company and the Group Companies could not hold more than 10% of the issued share capital of the Company; (ii) the minimum price paid for each share repurchased had to be the nominal value of such share; and (iii) the maximum price paid for each share repurchased, excluding expenses, could not exceed an amount equal to 110% of the closing price on the day prior to the date of acquisition on the exchange on which the ordinary shares of the Company are acquired or, in the case of shares not acquired on an exchange, the exchange designed by the Board. This authorization, upon adoption, replaced the authorization dated June 13, 2023.

On that same date, the Board resolved on the implementation of a share buy-back program with a maximum net investment of EUR 500,000,000 and maximum share acquisition of 37,000,000 ordinary shares of the Company (representing approximately 4.995% of the Company’s share capital as of that date), in a form and manner consistent with applicable law and the terms of the authorization of the 2024 General Meeting. The program was authorized for the period from May 2, 2024 up to, and including, December 31, 2024, subject to earlier termination if the maximum net investment or maximum share acquisition are reached, or in any other advisable circumstances and was not to commence until the Company's buy-back program announced on November 30, 2023 has ended.

Currently the Company, subject to certain conditions, is able to buy back ordinary shares free of Dutch dividend withholding tax pursuant to the applicable of a specific exemption in the DTWA. This exemption will be abolished as of January 1, 2025. This means that, as from January 1, 2025, ordinary share buy-backs by

175

the Company are subject to Dutch dividend withholding tax to the extent the buy-back price per ordinary share exceeds the average recognized capital per ordinary share for Dutch dividend withholding tax purposes and the shares are bought from a shareholder that is not entitled to an exemption of Dutch dividend withholding tax. See also “Item 10. Additional Information—E. Taxation—1. Material Dutch Tax Considerations” for a general description of the Dutch dividend withholding tax treatment of distributions to, including buy-backs of ordinary shares from, our shareholders.

The table below summarizes the number of shares that we acquired under the share buy-back and amortization of shares program for the financial years ended December 31, 2023, 2022, and 2021.

Ferrovial share buy-back and amortization history	Year Ended December 31,
​	2023		2022	2021
Number of Ferrovial Shares acquired by Ferrovial	​	1,900,000	15,743,329	12,659,166
Percentage of share capital at the end of the program	n.s.(1)		2.1%	1.7%

(1)

This share buy-back program is authorized for the period from December 1, 2023 up to, and including, May 1, 2024, subject to earlier termination if the maximum net investment or maximum share acquisition are reached, or in any other advisable circumstances.

In addition to our shares acquired under the share buy-back and amortization of shares program, we acquired additional treasury shares in 2023, 2022 and 2021, in an amount of 2,000,000, 2,169,570 and 4,331,213 ordinary shares, respectively. We further reduced our share capital in 2022 by 6,500,783 ordinary shares, through the cancellation of our treasury shares. No reduction of the share capital was made in year 2023. Reduction of the share capital carried out in year 2021 did not include treasury shares other than those acquired under the share buy-back and amortization of shares program.

8.A.3.2.4 Uncollected Dividends

A claim for any declared dividend and other distributions lapses five years and one day after the date those dividends or distributions became payable. Any dividend or distribution that is not claimed within this period will be considered to have been forfeited to us and will be carried to the reserves of the Company.

8.A.3.2.5 Taxation

The tax legislation of the jurisdiction where Shareholders are resident for tax purposes, and that of the Netherlands where the Company is resident for tax purposes, may have an impact on income received from the ordinary shares.

Shareholders should consult their own tax adviser regarding the tax consequences of any income derived from the shares. For a description of certain tax considerations related to our ordinary shares, see “Item 10. Additional Information—E. Taxation.”

8.A.4. Recent Developments

8.A.4.1 Business developments

Purchase of a stake of IRB Infrastructure Trust

On March 14, 2024, we, through our subsidiary Cintra, entered into an agreement to acquire a 24.0% stake in IRB Infrastructure Trust, an investment vehicle sponsored by our equity-accounted company IRB. IRB Infrastructure Trust holds a portfolio of 14 toll road concessions in India and has a committed pipeline of one additional concession. The sale price for the stake is EUR 740 million (considering an exchange rate of 89.0 EUR/INR). Ferrovial is acquiring this stake from affiliates of the Government of Singapore Investment Corporation Private Limited (GIC), which currently own a 49% stake of IRB Infrastructure Trust. After the transaction is closed, GIC’s affiliates will retain a 25% stake in IRB Infrastructure Trust and IRB will maintain its current 51% stake in IRB Infrastructure Trust.

176

The closing of the transaction is subject to certain regulatory approvals and other conditions precedent and is expected to occur by the end of May 2024. The total sale price of EUR 740 million, includes EUR 35 million mainly relating to funding of outstanding equity commitments in the projects being developed by IRB Infrastructure Trust.

Segment Reorganization

In January 2024, we approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which was part of the Construction Business Division, and the energy infrastructures business line, which was part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named the Energy Business Division. The mobility business line and remaining services businesses, which were until then part of the Energy Infrastructure and Mobility Business Division, will be separately managed outside of the scope of our Business Divisions. The reorganization has been substantially completed in the first quarter of 2024. The purpose of this segment reorganization is to group all energy business activity into a single organizational unit with unified direction to ensure alignment among activities and maximize any benefits arising from synergies among them. As part of this reorganization, María José Esteruelas became the CEO of the new Energy Business Division. Gonzalo Nieto, previously CEO of the Energy Infrastructure and Mobility Business Division, continues leading the mobility and services business lines.

Sale of Heathrow Stake

On November 28, 2023, we through our subsidiary, Hubco Netherlands B.V. (“Hubco”), entered into a share purchase agreement (the “Heathrow SPA”) with InfraEuropa SCA represented by its managing general partner InfraEuropa Management S.a r.l (entities and funds managed or controlled by Ardian France SA and its affiliates) (“Ardian”) and Alrahala First Investment Company (a wholly owned subsidiary of The Public Investment Fund) (“PIF”, together with Ardian, the “Buyers”) pursuant to which Hubco agreed to sell and the Buyers agreed to purchase Hubco’s full stake (approximately 25% interest) in FGP Topco Limited (“FGP”), which is a direct shareholder of Heathrow Airports Holdings Limited, the owner of the Heathrow airport in London, United Kingdom. (the “Proposed Transaction”).

Pursuant to the Heathrow SPA, Ardian is expected to acquire an approximately 15% interest in FGP and PIF is expected to acquire an approximately 10% interest in FGP. Ardian and PIF are entering into the transaction as individual buyers however neither the Hubco nor the Buyers are obliged to complete the transaction unless both Ardian and PIF acquire their respective stakes. The purchase price payable for Hubco’s interest in FGP is comprised of: (i) £2,165 million (the “Base Consideration”); plus (ii) an amount equal to the aggregate of the daily interest on the Base Consideration in the period from (and excluding) December 31, 2021 (being the “Locked Box Date”) to (and including) the completion of the Proposed Transaction, which interest shall accrue from day to day and be compounded annually, assuming 365 days in a year. Under the Heathrow SPA, Hubco also undertakes to the Buyers that no Leakage, as defined in the Heathrow SPA, including any dividend or distribution to the Ferrovial Group, to Hubco or an affiliate of Hubco will occur from the Locked Box Date until completion of the Proposed Transaction and, if any such Leakage does occur, it shall be deducted from the purchase price or, if not deducted from the purchase price, Hubco shall reimburse the Buyers for any such leakage. As at the date of entry into the SPA, no such Leakage had occurred.

The Proposed Transaction is expected to close in 2024 and is conditional upon: (i) the pre-emption and full tag-along rights in favour of the other shareholders in FGP under the FGP articles of association and/or shareholders’ agreement; and (ii) the UK Government granting approval of each of the Buyers under the National Security and Investment Act 2021. Given the conditionality in limbs (i) and (ii), there can be no assurance that closing will occur.

In January 2024, in accordance with the tag-along process, some of FGP Topco shareholders have exercised their tag-along rights in respect of shares representing 35% of the share capital of FGP Topco (the “Tagged Shares”). It is a condition under the Heathrow SPA for the completion of the Proposed Transaction that the Tagged Shares are also sold. The parties are working towards satisfaction of such condition by exploring different options. Completion of the Proposed Transaction continues to be subject to the satisfaction of the tag-along condition, together with applicable regulatory conditions and, consequently, there can be no certainty that the Proposed Transaction will be completed.

177

A copy of the Heathrow SPA is attached as Exhibit 4.2 to this registration statement.

New Projects

On July 11, 2023, we were commissioned to build a bridge across the Ebro River in connection with the development of the Zaragoza-Pamplona High Speed Railway Line in Spain. This commission amounts to EUR 48.6 million and will be executed and funded under the EU’s NextGenerationEU plan.

On July 18, 2023, we entered into a consortium with Sacyr, Copisa and Copcisa to extend the Llobregat-Anoia line of the Ferrocarils de la Generalitat de Catalunya (FGC) commuter rail system in Barcelona, Spain. The contract was awarded by the territory department of the Catalonia regional government in Spain and amounts to EUR 300 million. The works commenced in September 2023 and are expected to finalize by 2028.

In September 2023, we also secured a EUR 446.6 million contract with the Spanish Ministry of Transportation, Mobility and Urban Agenda to cover the segment of line R2 of the Rodalies commuter rail system in the Montcada i Reixac area and to construct a new underground station in Barcelona, Spain in consortium with Comsa and FCC.

On April 4, 2024, the Private Investment Promotion Agency of Peru (Proinversión), a specialized technical agency attached to the Peruvian Ministry of Economy and Finance, awarded the Anillo Vial Periférico Project in Lima (Peru) to a consortium led by our toll roads subsidiary Cintra, which owns 35% of the consortium, together with Acciona and Sacyr, which own 32.5% each. The Anillo Vial Periférico Project is a 30-year concession contract that covers the financing, design, construction, operation and maintenance of an approximately 35 kilometers ring road in the metropolitan area of Lima. The project entails an expected investment of approximately USD 3.4 billion (approximately EUR 3.13 billion). This amount consists of the expected equity to be contributed by the consortium currently estimated at approximately USD 0.4 – 0.6 billion (of which USD 0.14 – 0.21 billion is expected to be invested by Cintra) as well as contributions from public funds by the Peruvian government and other financing sources. The Anillo Vial Periférico Project results from an unsolicited proposal submitted to Proinversión by Cintra in 2013. According to Peruvian regulations, since no other bidders submitted any proposals within 90 calendar days from the day following the publication of the declaration of interest, the project was awarded directly to the above-mentioned consortium. The consortium submitted a USD 30 million bid bond, divided pro rata by reference to the entities' interest in it, as a guarantee that it will enter into the concession contract. The concession contract is expected to be signed within 90 days from the date of award.

Refinancing of AGS’ Debt Facility

On March 14, 2024, AGS reached an agreement with a pool of lenders to refinance its existing debt facility, which had a maturity of June 18, 2024 and principal outstanding amounting to GBP 757 million. The agreement closed on March 21.

The new facility comprises a GBP 646.4 million term loan, a GBP 50 million capital expenditure facility, and a GBP 15 million revolving credit facility. The facility has a 5-year tenor, with interest being calculated by reference to SONIA plus an additional margin. The agreement contemplates the facility being subject to lock-up and default covenants, as well as cash sweeps which would apply, during the initial four years, to the extent that AGS does not achieve certain leverage ratios, as well as during the fifth year, irrespective of the leverage ratio in such year. We expect the impact of SONIA’s volatility in the interest rate of the facility to be covered through the contracting of interest rate swap instruments. Distributions to AGS’ shareholders are permitted subject to compliance with certain leverage and lock-up ratios.

The former outstanding debt under the debt facility has been repaid using a combination of the proceeds of the new term loan under the refinancing agreement, a GBP 80 million equity injection (of which GBP 40 million corresponds to our contribution and has already been contributed as of the date of this registration statement), and AGS’ cash. Our contribution, of GBP 40 million, was funded by means of a shareholder loan in addition to GBP 120.6 million (including interest) and GBP 19.7 million (including interest) in existing Ferrovial shareholder loans as of December 2023, which will be extended until February 2030 at an amended interest rate.

178

8.B.   Significant Changes

A discussion of the significant changes in our business can be found under “Item 4. Information on the Company—A. History and Development of the Company,” “—B. Business Overview,” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—3. Factors Affecting Comparability of Our Results of Operations—1. Changes in the scope of consolidated and business combinations.”

ITEM 9.   THE OFFER AND LISTING

9.A.   Offering and Listing Details

On April 26, 2024, the closing price of our ordinary shares on the Spanish Stock Exchanges was EUR 33.70 per share and on Euronext Amsterdam was EUR 33.70 per share (or USD 36.03 and USD 36.03, respectively, based on the exchange rate reported by Tullett Prebon on April 26, 2024, which was EUR 1.0693 to USD 1.00).

We intend to apply to have our ordinary shares listed on Nasdaq under the symbol “FER.” For a description of the rights of our ordinary shares, see “Item 10. Additional Information—A. Share Capital.”

9.B.   Plan of Distribution

Not applicable.

9.C.   Markets

Prior to the Merger, the ordinary shares of our then parent company, first as Grupo Ferrovial, S.A., and then as Ferrovial, S.A., traded under the symbol FER on the Spanish Stock Exchanges since May 1999. As a result of the Merger, the ordinary shares are trading on the Spanish Stock Exchanges and on Euronext Amsterdam since June 2023. As of the date of this registration statement, we had 740,688,365 ordinary shares issued, of which 726,309,008 ordinary shares were outstanding and 14,379,357 ordinary shares were held by as treasury shares.

We are filing this registration statement on Form 20-F in anticipation of the listing of our ordinary shares on Nasdaq. Prior to this anticipated listing, there has been no public market for our ordinary shares in the United States. We cannot assure you that an active trading market will develop for our ordinary shares in the United States.

9.D.   Selling Shareholders

Not applicable.

9.E.   Dilution

Not applicable.

9.F.   Expenses of the Issuer

Not applicable.

ITEM 10.   ADDITIONAL INFORMATION

10.A.   Share Capital

The following descriptions of share capital are summaries and are qualified by reference to our Articles of Association, a copy of which is filed with the SEC as an exhibit to this registration statement.

10.A.1 Changes to our Share Capital

Since January 1, 2021, our share capital has changed as follows:

Pre-Merger—Ferrovial, S.A. and Ferrovial International SE

•

Prior to the effective date of the Merger, Ferrovial, S.A.’s share capital changed periodically as a consequence of its bi-yearly scrip dividend program, which resulted in the issuance of new shares

179

and respective increases in its share capital, as well as in reductions of share capital through the exercise of its buy-back program and subsequent cancellation of the shares purchased.

•

During the year ended December 31, 2021, Ferrovial, S.A.’s share capital changed as follows: as of January 1, 2021, it had 732,902,376 shares issued, each with a nominal value of EUR 0.20, and representing an aggregate nominal value of EUR 146,580,475.20; as of May 31, 2021, it issued an additional 5,615,714 shares, each with a nominal value of EUR 0.20, under its scrip dividend program; as of November 19, 2021, it issued an additional 7,743,557 shares, each with a nominal value of EUR 0.20, under its scrip dividend program; subsequently, it cancelled 12,659,166 shares, each with a nominal value of EUR 0.20. Therefore, as of December 31, 2021, Ferrovial, S.A.’s share capital consisted of 733,602,481 shares, each with a nominal value of EUR 0.20, and representing an aggregate nominal value of EUR 146,720,496.20.

•

During the year ended December 31, 2022, Ferrovial, S.A.’s share capital changed as follows: as of January 1, 2022, we had 733,602,481 shares issued, each with a nominal value of EUR 0.20, and representing an aggregate nominal value of EUR 146,720,496.20; as of May 26, 2022, it issued an additional 3,968,559 shares, each with a nominal value of EUR 0.20, under its scrip dividend program; as of November 18, 2022, it issued an additional 12,116,333 shares, each with a nominal value of EUR 0.20, under its scrip dividend program; subsequently, it cancelled 22,244,112 shares, each with a nominal value of EUR 0.20. Therefore, as of December 31, 2022, its share capital consisted of 727,443,261 shares, each with a nominal value of EUR 0.20, and representing an aggregate nominal value of EUR 145,488,652.20.

•

As of January 1, 2023, Ferrovial, S.A. had 727,443,261 shares issued, each with a nominal value of EUR 0.20, and representing an aggregate nominal value of EUR 145,488,652.20. The share capital of Ferrovial, S.A. was not subject to further change prior to the Merger.

•

Prior to the effective date of the Merger, Ferrovial International SE was a wholly-owned subsidiary of Ferrovial, S.A. (i.e., Ferrovial, S.A. was its only shareholder). Prior to May 17, 2023, Ferrovial International SE had 742,877,070 shares, each with a nominal value of EUR 1.00, and representing an aggregate nominal value of EUR 742,877,070. On May 17, 2023, and in anticipation of the Merger, Ferrovial International SE underwent a capital reduction which resulted in it having 371,438,535 shares issued, each with a nominal value of EUR 0.01, and representing an aggregate nominal value of EUR 3,714,385.35. The share capital of Ferrovial International SE was not subject to further change prior to the Merger.

Post-Merger—Ferrovial SE

•

On June 16, 2023, the effective date of the Merger, 724,563,453 new ordinary shares, with a nominal value of EUR 0.01 per ordinary share were allotted to the shareholders of Ferrovial, S.A., representing an aggregate nominal value of EUR 7,245,634.34, in addition to the 2,879,808 ordinary shares held in treasury. The allotment took place on the basis of a ratio consisting of one ordinary share in exchange for each share in Ferrovial, S.A. (1:1), other than any shares in Ferrovial, S.A. held by either Ferrovial, S.A. in treasury or by us at that time. Each issued share in Ferrovial, S.A. was cancelled by operation of law at the effective time of the merger. On June 16, 2023 our ordinary shares began trading on Euronext Amsterdam and the Spanish Stock Exchanges.

•

As of December 31, 2023, we had 740,688,365 ordinary shares issued, of which 735,929,055 ordinary shares were outstanding and 4,759,310 ordinary shares were held by the Company as treasury shares. As of December 31, 2023, our authorized share capital amounts to EUR 30,000,000, consisting of 3,000,000,000 ordinary shares with a nominal value of EUR 0.01 each.

•

As of the date of this registration statement, we had 740,688,365 ordinary shares issued, of which 726,309,008 ordinary shares were outstanding and 14,379,357 ordinary shares were held by the Company as treasury shares. As of the latest practicable date, our authorized share capital amounts to EUR 30,000,000, consisting of 3,000,000,000 ordinary shares with a nominal value of EUR 0.01 each.

180

10.A.2 Scrip Dividend

At Ferrovial, S.A.’s annual general shareholders’ meeting held on April 13, 2023, two scrip dividends (i.e., dividends where our shareholders may elect to receive their dividends either in shares or in cash), were approved. Neither of those scrip dividends had been declared prior to the Merger. On June 13, 2023 Ferrovial International SE’s general meeting resolved, amongst other things, that our Board has been authorized for a period of 18 months (from June 16, 2023 until December 16, 2024):

•

to resolve to issue such number of ordinary shares or grant rights to subscribe for such number of ordinary shares in our share capital as, in the determination of our Board, is required to implement the two scrip dividends as approved by Ferrovial, S.A.’s general meeting; and

•

to resolve on the exclusion or restriction of pre-emptive rights in respect of any issue of ordinary shares and/or the grant of rights to subscribe for ordinary shares, in each case in respect of such amount of ordinary shares as, in the determination of our Board, is required to implement the two scrip dividends.

On June 14, 2023, Ferrovial International SE’s board of directors resolved, effective after the Merger and in a form and manner consistent with Dutch law and Dutch market practice, on one or more interim dividends (as applicable), in cash or stock at the election of our shareholders, materially in the amount of the two scrip dividends approved by Ferrovial, S.A.’s general meeting (such interim dividends, in one or more tranches). At such time, Ferrovial International SE’s board also resolved that each of the Executive Committee and the Chief Executive Officer would be delegated by the Board the power to resolve on the implementation of the scrip dividends after the Merger.

On June 22, 2023, the Chief Executive Officer resolved on the implementation of an interim scrip dividend of EUR 0.2871 per share, payable in cash or shares at the election of the shareholders, to be effected against our share premium reserves. On that same date, we announced the interim scrip dividend. Pursuant to this first interim scrip dividend, 5,051,417 new ordinary shares were issued on July 25, 2023. The delay in this scrip dividend, which is usually issued in May, relates to the timing of the Merger, which was completed on June 16, 2023 and related changes to our scrip dividend model to account for the Netherlands becoming our home jurisdiction.

As of July 26, 2023, the payment date of our interim scrip dividend, we had 732,494,678 ordinary shares issued, of which 729,614,870 ordinary shares were outstanding and 2,879,808 ordinary shares were held by the Company as treasury shares.

On October 16, 2023, the Executive Committee resolved on the implementation of a second interim scrip dividend of EUR 0.4276 per share, payable in cash or shares at the election of the shareholders, to be effected against our reserves. On that same date, we announced the interim scrip dividend. Pursuant to this second interim scrip dividend, 8,193,687 new ordinary shares were issued on November 22, 2023.

As of December 31, 2023, we had 740,688,365 ordinary shares issued, of which 735,929,055 ordinary shares were outstanding and 4,759,310 ordinary shares were held by the Company as treasury shares. As of December 31, 2023, our authorized share capital amounted to EUR 30,000,000, consisting of 3,000,000,000 ordinary shares with a nominal value of EUR 0.01 each.

On April 11, 2024 our Annual General Meeting resolved that our Board has been authorized for a period of 18 months (from April 11, 2024 until October 10, 2025):

•

to resolve to issue such number of ordinary shares or grant rights to subscribe for such number of ordinary shares in our share capital as, in the determination of our Board, is required to implement one or more scrip dividends as may be resolved on by the Board, up to a maximum of 5% of our issued share capital on April 11, 2024; and

•

to resolve on the exclusion or restriction of pre-emptive rights in respect of any issue of ordinary shares and/or the grant of rights to subscribe for ordinary shares, up to a maximum of 5% of our issued share capital on April 11, 2024.

Upon approval, the abovementioned desginations replaced the previous designations of the Board as authorized by the general shareholders meeting of Ferrovial International SE on June 13, 2023.

181

On that same date, the Board explained at the Company’s Annual General Meeting its intention to distribute one or more interim flexible dividends in 2024 for a cash equivalent amount of approximately EUR 550 million, subject to the Board’s discretion in light of market conditions, the Company’s conditions and any other relevant circumstances.

10.A.3 Voting Rights

All ordinary shares confer the right to cast one vote at our General Meeting, except ordinary shares held in treasury.

10.A.4 Dividend and Liquidation Rights

We may resolve to distribute dividend to the holders of our ordinary shares in proportion to their respective shareholdings. The distribution can be done only after adoption of our annual accounts showing that this is permissible. Our Board may determine that an amount out of the profit will be added to the reserves. The profits remaining after will be at the disposal of our General Meeting.

In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to the nominal value of those shares.

10.A.5 Increase or reduction of Share Capital

Our Articles of Association enable us to increase or reduce our share capital. Our Board resolves on the issue of ordinary shares and determines the issue price, as well as the other terms and conditions of the issue, if and insofar as our Board has been authorized by the General Meeting to issue ordinary shares with due observance of the applicable statutory provisions. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn without a proposal thereto by our Board.

Pursuant to a proposal of the Board, our General Meeting may decide to reduce the issued share capital with due observance of article 2:99 BW. The issued share capital may be reduced by reducing the nominal value of ordinary shares by means of amendment of our Articles of Association or by cancelling shares held in treasury by the Company.

10.B.

Memorandum and Articles of Association

The following is a description of the material terms of our Articles of Association and applicable Dutch law. The following descriptions of share capital and provisions of our Articles of Association are summaries and are qualified by reference to our Articles of Association, a copy of which is filed with the SEC as an exhibit to this registration statement.

10.B.1 Objects

As set out in clause 2.2 of our Articles of Association, our objects are:

•

to design, build, execute, operate, manage, run and maintain infrastructures and public and private works, either directly or through its participation in companies, groupings, consortia or any other similar legal form legally permitted in the relevant country;

•

to operate and provide all kinds of services related to urban and interurban transport infrastructure, either by land, sea or air;

•

to operate and manage all kinds of complementary services and works that could be offered around public and private works and infrastructures;

•

to hold, on its own behalf, all kinds of concessions, sub concessions, authorisations and administrative licenses for works, services and both work and services, granted by any public or private entity, organization or institution, either domestic or foreign;

•

to manage, administer, acquire, promote, transfer, urbanise, rehabilitate and operate in any form, lands, lots, residential developments, real estate zones or developments, and in general all kinds of real properties;

182

•

to build, acquire, supply, import, export, lease, install, maintain, distribute and operate machinery, tools, vehicles, facilities, materials, equipment and furnishings of all kinds, including urban furnishings and equipment;

•

to acquire, operate, sell and assign intellectual and industrial property rights;

•

to provide services related to the conservation, repair, maintenance, sanitation and cleaning of all kinds of works, installations and services, to both public and private entities;

•

to provide engineering services such as preparing projects, studies and reports;

•

to prepare projects and studies for the construction, maintenance, operation and marketing of all kinds of water and wastewater supply, discharge, transformation and treatment facilities and waste products research and development in such fields;

•

to provide services related to the environment such as smoke and noise control, integral waste disposal management including from collection to purification, transformation and treatment;

•

to build, manage, operate, exploit and maintain energy production or carrier systems for any kind of energy;

•

to research, design, develop, manufacture, operate and assign programs and in general computer, electronic and telecommunications products;

•

to research, operate and exploit mineral deposits, as well as acquire, use and enjoy permits, licenses, concessions, authorisations and other rights to mine, and to industrialise, distribute and sell mineral products;

•

to participate in other businesses of whatever nature, to take any other interest in or conduct the management of those businesses, to provide any kind of services to third parties, to attract financing, to finance third parties, to provide security or assume liability for the obligations of third parties;

•

to coordinate and perform on its own behalf all kinds of operations related to securities in any kind of market, national or international;

•

to buy, sell, or in any other way acquire, transmit, swap, transfer, pledge and subscribe all kinds of shares, securities convertible into shares or which grant the right to acquire or subscribe to bonds, rights, payment notes, government bonds, or tradable securities and to acquire holdings in other companies;

•

to provide any kind of legal entities and companies with management and administration services, such as consulting services and advisory services in accounting, legal, technical, financial, tax, labour and human resources matters;

•

any other activities that are permitted under applicable law;

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

10.B.2 Provisions related to our Board

Pursuant to our Articles of Association, our Board consists of one or more Executive Directors and two or more Non-Executive directors. The exact number of directors, as well as the number of the Executive Directors and the Non-Executive Directors, is determined by our Board, provided that the number of directors must be at least three directors and cannot exceed twelve directors. The majority of Board shall consist of Non-Executive Directors and only individuals can be Non-Executive Directors.

For more information with respect to provisions in our Articles of Association relating to our directors, please see “Item 6. Directors, Senior Management and Employees—C. Board Practices” above.

10.B.3 Share Capital and Shares

Our authorised share capital is thirty million euro (EUR 30,000,000) and consists of three billion (3,000,000,000) ordinary shares with a nominal value of one cent (EUR 0.01) each.

183

Common characteristics of the ordinary shares:

•

all ordinary shares are in registered form and no share certificates are issued;

•

each holder of ordinary shares has a pre-emptive right of subscription in proportion to the aggregate nominal amount of the ordinary shares held by them, to any issuance of ordinary shares, which right may be limited or excluded by our Board with due observance of the applicable statutory provisions, if so authorized by our General Meeting and if and insofar our Board has not been authorized to do so, by our General Meeting;

•

each ordinary share held as of a certain pre-established record date confers the right to cast one vote at our General Meeting, except ordinary shares held in treasury. Blank votes, abstentions and invalid votes are regarded as votes not cast;

•

all ordinary shares have the right to participate in our profits. Profits may be distributed only after adoption of our annual accounts showing that this is permissible. Our Board may determine that an amount out of the profit will be added to the reserves. The profits remaining will be at the disposal of our General Meeting;

•

in the event of liquidation, all ordinary shares have the right to participate in any remaining balance after settlement of all debts;

•

our General Meeting may, pursuant to a proposal of our Board, decide to reduce the issued share capital by reducing the nominal value of ordinary shares or by cancelling the shares held in treasury by the Company; and

•

all issued ordinary shares are fully paid-up.

10.B.4 Actions necessary to change the rights of shareholders

A change to the rights of our shareholders would require an amendment of our Articles of Association. Our General Meeting may only adopt a resolution to amend our Articles of Association, pursuant to a proposal of our Board. If less than half of the issued share capital is represented at the general meeting voting on an amendment of our Articles of Association, a resolution of the general meeting to amend our Articles of Association will require a majority of at least two-thirds of the votes cast.

10.B.5 Conditions under which meetings are held

General Meetings shall be convened by our Board. Each year, our Board shall convene at least one General Meeting to be held within six months after the end of our financial year. Annual General Meetings shall be convened by issuing an announcement, which is published electronically and which is directly and permanently available until the time of the meeting. General Meetings are to be held in the municipality of Amsterdam, Rotterdam, The Hague, or Utrecht. The record date for a general meeting is 28 calendar days prior to such general meeting, or such other date as prescribed by applicable law.

Each person with meeting rights is entitled in person or through a proxy, to attend a General Meeting, to address the meeting and, in case he has voting rights, to exercise his voting rights. Our Board may also determine, to the extent permitted by applicable law, that a general meeting is only accessible via electronic means of communication.

Our General Meeting adopts resolutions by a majority of the votes cast, unless applicable law or our Articles of Association provide otherwise. In case of a tied vote, the proposal is rejected. Blank votes, abstentions, and invalid votes are regarded as votes not cast.

10.B.6 Limitation on the right to own securities

There are no limitations, either under the laws of the Netherlands or in our Articles of Association, on the rights of non-residents of the Netherlands to hold ordinary shares or to vote.

For information regarding the rights, preferences and restrictions attaching to our ordinary shares, please see “—A. Share Capital” above.

184

10.B.7 Shareholder votes requiring previous Board proposal

Our Articles of Association require that certain matters, including the following, may only be brought to our shareholders for a vote upon a proposal by our Board:

•

the issue of shares or the grant of rights to acquire new shares;

•

the limitation or exclusion of pre-emptive rights;

•

the reduction of our issued capital;

•

the appointment of directors;

•

the adoption or amendment of our remuneration policy;

•

a distribution in kind;

•

an amendment to our Articles of Association; and

•

a legal merger, legal demerger, or dissolution.

10.B.8 Cooling-Off Period in Response to Shareholder Activism or Hostile Take-Over

The management board of a Dutch listed company, such as the Company, may invoke a statutory cooling-off period with a maximum of 250 days (wettelijke bedenktijd). During such cooling-off period, the General Meeting would not be able to dismiss, suspend, or appoint Directors or amend the provisions in the Articles of Association relating to such matters.

The legislation allows the Board to invoke a cooling-off period in the following cases:

•

one or more Shareholders who (jointly or individually) have the right to include an item on the agenda of a General Meeting, propose an agenda item for the General Meeting to consider a proposal for the appointment, suspension or dismissal of one or more Directors or a proposal for the amendment of one or more provisions in the Articles of Association relating to such matters; or

•

a public offer for the ordinary shares is announced or made without the Company’s support for such offer,

provided, in each case, the Board considers such proposal or offer to be materially conflicting with the interests of the Company and its business.

The Board must use the cooling-off period to obtain all necessary information for a careful determination of the policy it wishes to pursue in the given situation. The Board must thereby, in any event, consult those shareholders that, solely or jointly, represent at least 3.0% of the issued and outstanding share capital of the Company at the time the cooling-off period is invoked, as well as the works’ council (if any). The position of these larger shareholders and the works’ council (if any) shall, but only with their approval, be published on the Group’s website. The Board must report on the course of events and the policy that has been pursued since the cooling-off period was invoked and such report must be publicly disclosed by the Company no later than one week after the last day of the cooling-off period. Such report shall also be discussed during the first General Meeting after the expiry of the cooling-off period.

The cooling-off period has a maximum term of 250 days, calculated from:

•

the day after the latest date on which shareholders may request an item to be placed on the agenda of the next General Meeting (which is 60 calendar days before the day of the meeting);

•

the day after the day on which the public offer is made; or

•

the day the court in preliminary relief proceedings has granted authority to shareholders holding at least 10.0% of the Company’s issued and outstanding share capital to convene a General Meeting.

The Board can voluntarily terminate the cooling-off period at any time.

In addition, one or more Shareholders who (jointly or individually) have the right to include an item on the agenda of a General Meeting, may request the Dutch enterprise chamber of the court of appeal in Amsterdam

185

(the “Enterprise Chamber”) to terminate the cooling-off period. The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate that:

•

the Board, in light of the circumstances at hand when the cooling-off period was invoked, could not reasonably have concluded that the relevant proposal or hostile offer constituted a material conflict with the interests of the company and its business;

•

the Board cannot reasonably believe that a continuation of the cooling-off period would contribute to careful policy-making; or

•

other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been activated during the cooling-off period and have not since been terminated or suspended within a reasonable period at the relevant shareholders’ request.

10.B.9 Rules Governing Obligations of Shareholders to Make a Public Takeover Bid

Pursuant to the Dutch Financial Markets Supervision Act (Wet op het financieel toezich) (the “FMSA”), and in accordance with European Directive 2004/25/EC, also known as the takeover directive, any shareholder who (individually or jointly) directly or indirectly obtains control of a Dutch listed company is required to make a public takeover bid for all issued and outstanding shares in that company’s share capital. Such control is deemed present if a (legal) person is able to exercise, alone or acting in concert, at least 30.0% of the voting rights in the general meeting of such listed company (subject to an exemption for major shareholders who, acting alone or in concert, already had such stake in the company at the time of that company’s initial public offering).

In addition, it is prohibited to launch a public takeover bid for shares of a listed company, such as the ordinary shares, unless an offer document has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”). A public takeover bid may only be launched by way of publication of an approved offer document unless a company makes an offer for its own shares. The public takeover bid rules are intended to ensure that in the event of a public takeover bid, among others, sufficient information will be made available to the shareholders, that the shareholders will be treated equally, that there will be no abuse of inside information and that there will be a proper and timely offer period.

10.B.10Squeeze-out Proceedings

Pursuant to article 2:92a BW, a shareholder who for his or her own account contributes at least 95.0% of a Dutch company’s issued share capital may institute proceedings against such company’s minority shareholders jointly for the transfer of their shares to him or her. The proceedings are held before the Enterprise Chamber and can be instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may grant the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him or her. Unless the addresses of all of them are known to him or her, he or she is required to publish the same in a daily newspaper with nationwide circulation.

The offeror under a public takeover bid is also entitled to start squeeze-out proceedings if, following the public takeover bid, the offeror contributes at least 95.0% of the outstanding share capital and represents at least 95.0% of the total voting rights. The claim of a takeover squeeze-out needs to be filed with the Enterprise Chamber within three months following the expiry of the acceptance period of the offer. The Enterprise Chamber may grant the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. In principle, the offer price is considered reasonable if the offer was a mandatory offer or if at least 90.0% of the shares to which the offer related were received by way of voluntary offer.

Pursuant to article 2:359d BW, minority shareholders that have not previously tendered their shares under an offer to transfer their shares to the offeror are entitled to institute proceedings with the Enterprise Chamber,

186

provided that the offeror has acquired at least 95.0% of the outstanding share capital and represents at least 95.0% of the total voting rights. In regard to price, the same procedure as for takeover squeeze-out proceedings initiated by an offeror applies. The claim also needs to be filed with the Enterprise Chamber within three months following the expiry of the acceptance period of the offer.

There are no other specific statutory squeeze-out proceedings at a level of control lower than 95.0% of the total voting rights. However, it is not uncommon for the offeror in a public offer and the target to agree on a post-offer restructuring transaction pursuant to which the offeror is enabled to acquire the target or its business, subject to approval of the target general meeting where required by law or the target’s articles of association. Such a transaction can usually be implemented if the offeror has obtained a supermajority acceptance of the offer which is lower than 95.0%.

10.C.   Material Contracts

Please see “Item 4. Information on the Company—A. History and Development of the Company” and “—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” for a discussion of material contracts entered into outside of the ordinary course of business in the preceding three years. For a description of the Heathrow SPA, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information —4. Recent Developments —1. Business Developments.”

Except as otherwise disclosed in this registration statement (including the Exhibits), we are not currently, and have not been in the last three years, party to any material contract, other than contracts entered into in the ordinary course of business.

10.D.   Exchange Controls

There are currently no Dutch currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the ordinary shares or interest or other payments to non-residents of the Netherlands.

10.E.   Taxation

The following summary contains a description of certain Dutch, U.S. federal income and Spanish tax consequences of the acquisition, ownership and disposition of our ordinary shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our ordinary shares. The summary is based upon the tax laws of the Netherlands and regulations thereunder, on the tax laws of the United States and regulations thereunder and upon the tax laws of Spain and regulations thereunder, all as of the date hereof, which are subject to change.

You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, or other taxing jurisdiction.

10.E.1 Material Dutch Tax Considerations

This section outlines the principal Dutch tax consequences of the acquisition, holding, settlement, redemption, and disposal of the Shares. It does not present a comprehensive or complete description of all aspects of Dutch tax law which could be relevant to a shareholder. For Dutch tax purposes, a shareholder may include an individual or entity not holding the legal title to the Shares, but to whom, or to which, the Shares are, or the income from the Shares is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the Shares or on specific statutory provisions. These include statutory provisions attributing Shares to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the Shares.

This section is intended as general information only. Prospective shareholders should consult their own tax adviser regarding the tax consequences of any acquisition, holding or disposal of Shares.

This section is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of the registration statement, including the tax rates applicable on that date, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.

187

Any reference in this section made to Dutch taxes, Dutch tax or Dutch tax law should be construed as a reference to any taxes of any nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities or to the law governing such taxes, respectively.

Any reference made to a treaty for the avoidance of double taxation concluded by the Netherlands includes the Tax Regulation for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Regulation for the State of the Netherlands (Belastingregeling voor het land Nederland), the Tax Regulations for the Netherlands and Curacao (Belastingregeling Nederland Curaçao), the Tax Regulations for the Netherlands and St. Maarten (Belastingregeling Nederland Sint Maarten) and the Agreement between the Taipei Representative Office in the Netherlands and the Netherlands Trade and Investment Office in Taipei for the avoidance of double taxation.

This section only describes the principal Dutch tax consideration for non-resident shareholders. A non-resident shareholder is a shareholder that is neither resident nor deemed to be resident in the Netherlands for purpose of Dutch income tax or corporation tax as the case may be.

This section does not describe any Dutch tax considerations or consequences that may be relevant where a shareholder:

•

is an individual and the shareholder’s income or capital gains derived from the Shares are attributable to employment activities, the income from which is taxable in the Netherlands;

•

has a substantial interest (aanmerkelijk belang) or a fictitious substantial interest (fictief aanmerkelijk belang) in the Company within the meaning of chapter 4 of the Dutch Income Tax Act. Generally, a shareholder has a substantial interest in the Company if the shareholder, alone or, in case of an individual, together with a partner for Dutch tax purposes, or any relative by blood or by marriage in the ascending or descending line (including foster-children) of the shareholder or the partner, owns or holds, or is deemed to own or hold shares or certain rights to shares, including rights to directly or indirectly acquire shares, directly or indirectly representing 5.0% or more of the Company’s issued capital as a whole or of any class of Shares or profit participating certificates (winstbewijzen) relating to 5.0% or more of the Company’s annual profits or 5.0% or more of the Company’s liquidation proceeds;

•

is an entity that, although it is in principle subject to Dutch corporate income tax under the Dutch Corporate Income Tax Act, is not subject to Dutch corporate income tax or is fully or partly exempt from Dutch corporate income tax (such as a qualifying pension fund as described in Section 5 of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) (“CITA”) and a tax exempt investment fund (vrijgestelde beleggingsinstelling) as described in Section 6a CITA), or is an entity that is not tax resident in the Netherlands and that has a function comparable to a tax exempt investment fund (vrijgestelde beleggingsinstelling) as described in Section 6a CITA;

•

is an investment institution (beleggingsinstelling) as described in Section 28 CITA, or is an entity that is not tax resident in the Netherlands and that has a function comparable to an investment institution (beleggingsinstelling) as described in Section 28 CITA;

•

is required to apply the participation exemption (deelnemingsvrijstelling) with respect to the Shares (as defined in Section 13 CITA). Generally, a shareholder is required to apply the participation exemption if it is subject to Dutch corporate income tax and it, or a related entity, holds an interest of 5.0% or more of the nominal paid-up share capital in the Company;

•

is entitled or required to apply the dividend withholding tax exemption (inhoudingsvrijstelling) (pursuant to Section 4 or 4a of the DWTA) with respect to any profits derived from the Shares. A shareholder may, in general terms, be entitled or required to apply a dividend withholding tax exemption if it holds an interest of 5.0% or more of the nominal paid-up share capital in the Company. Pursuant to Section 4a of the DWTA, a shareholder may, in general terms, be entitled to apply a dividend withholding tax exemption if such shareholder: (x) is an entity that is tax resident in the Netherlands but not subject to Dutch corporate income tax, or (y) is an entity which (a) is a resident of a member state of the European Union (“EU”), or a state that is a party to the Agreement on the European Economic Area (“EEA”; Iceland, Liechtenstein or Norway) or, to the extent that it concerns shares that are held as a portfolio investment, another state that has been designated by

188

means of a ministerial decree as a state with which the Netherlands can exchange information in line with the international standard on exchange of information, (b) is not subject to a profit tax levied by that state, and (c) would not have been subject to Dutch corporate income tax had that entity been resident in the Netherlands for Dutch corporate income tax purposes, and such shareholder has obtained a formal decision from the Dutch Tax Authorities stating that these requirements are met (kwalificatiebeschikking); or

•

is an entity related (gelieerd) to the Company within the meaning of the Withholding Tax Act 2021 (Wet bronbelasting 2021). An entity is considered related if: (i) it holds, directly or indirectly, a Qualifying Interest (as defined below) in the Company; (ii) the Company, directly or indirectly, holds a Qualifying Interest in the shareholder; or (iii) a third party holds, directly or indirectly, a Qualifying Interest in both the Company and the shareholder. An entity is also considered related to the Company if the entity is part of a collaborating group (samenwerkende groep) of entities that jointly directly or indirectly holds a Qualifying Interest in the Company. The term “Qualifying Interest” means a directly or indirectly held interest, either by an entity individually or jointly if an entity is part of a collaborating group, that enables such entity or such collaborating group to exercise a definite influence over another entities’ decisions, such as the Company or the shareholder as the case may be, and allows it to determine the other entities’ activities.

Furthermore, this section does not describe any Dutch tax considerations or consequences that may be relevant for a shareholder that is part of a multinational enterprise group or large-scale domestic group within the meaning of the Dutch Minimum Tax Act 2024 (Wet minimumbelasting 2024), the Dutch implementation of Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the EU.

10.E.1.1 Withholding tax

A shareholder is generally subject to Dutch dividend withholding tax pursuant to the Dutch Dividend Withholding Tax Act 1965 (Wet op dividendbelasting 1965) (the “DWTA”) at a rate of 15.0% on dividends distributed by the Company. Generally, the Company is responsible for the withholding of such dividend withholding tax at source. To the extent such tax is not, or cannot be, withheld for the account of the shareholder, such tax is due by the Company at the grossed-up rate of approximately 17.65%.

Dividends distributed by the Company include, but are not limited to:

•

distributions of profits in cash or in kind, whatever they be named and in whatever form;

•

proceeds from the liquidation of the Company or proceeds from the repurchase of the Company’s ordinary shares, other than as a temporary portfolio investment (tijdelijke belegging), in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;

•

the par value of the Company’s ordinary shares issued to a shareholder or an increase in the par value of the Company’s ordinary shares to the extent that no related contribution, recognized for the purposes of the DWTA, has been made or will be made; and

•

partial repayment of paid-in capital that is not recognized for Dutch dividend withholding tax purposes, or recognized for Dutch dividend withholding tax purposes, to the extent that the Company has “net profits” ​(zuivere winst), unless (a) the General Meeting has resolved in advance to make this repayment, and (b) the par value of the Company’s ordinary shares concerned has been reduced by an equal amount by way of an amendment to the articles of association of the Company. The term “net profits” includes anticipated profits that have yet to be realized.

Depending on specific circumstances, a shareholder resident in a country other than the Netherlands and for whom dividends distributed by the Company or income deemed to be derived from the ordinary shares are not subject to tax under the Dutch Personal Income Tax Act 2001 (Wet inkomstenbelasting 2001) or the CITA may be entitled to exemptions from, reduction of, or full or partial refund of, Dutch dividend withholding tax under Dutch law, EU law, or treaties for the avoidance of double taxation concluded by the Netherlands.

A shareholder who is resident in the United States for purposes of the 1992 treaty for the avoidance of double taxation between the United States and the Netherlands, as amended most recently by the Protocol signed

189

8 March 2004 (the “U.S. Treaty”) (a “U.S. Shareholder”) and who is entitled to the benefits of the U.S. Treaty, will be entitled to an exemption from or a reduction of Dutch dividend withholding tax, inter alia, in the following situations:

•

if the U.S. Shareholder is an exempt pension trust as described in Article 35 of the U.S. Treaty or an exempt organization as described in Article 36 of the U.S. Treaty, the U.S. Shareholder is entitled to an exemption from Dutch dividend withholding tax; and

•

if the U.S. Shareholder is a company that directly holds at least 10%, but less than 80% of the voting power in the Company, the U.S. Shareholder will be entitled to a reduction of Dutch withholding tax to a rate of 5%.

A U.S. Shareholder that qualifies for an exemption from, or a reduction of, Dutch dividend withholding tax may generally claim (i) an exemption or reduction at source, or (ii) a refund, by making the requisite filings within three years after the end of the calendar year in which the Dutch dividend withholding tax was levied.

According to Dutch domestic anti-dividend stripping rules, no credit against Dutch tax, exemption from, reduction, or refund of Dutch dividend withholding tax will be granted if the recipient of the dividends paid by the Company is not considered to be the beneficial owner (uiteindelijk gerechtigde) of those dividends.

The DWTA provides for a non-exhaustive negative description of a beneficial owner. According to the DWTA, a shareholder will not be considered the beneficial owner of the dividends if, as a consequence of a combination of transactions:

•

a person other than the shareholder wholly or partly, directly or indirectly, benefits from the dividends;

•

whereby this other person retains or acquires, directly or indirectly, an interest similar to that in the ordinary shares on which the dividends were paid; and

•

that other person is entitled to a credit, reduction, or refund of Dutch dividend withholding tax that is less than that of the shareholder.

In general terms, the burden of proof with respect to beneficial ownership of dividends distributed by the Company rests on the Dutch tax authorities. If, however, a shareholder would receive dividends, including dividends on the ordinary shares, in a calendar year in respect of which an aggregate amount of EUR 1,000 in Dutch dividend withholding tax would otherwise be due based on the rate of 15%, the burden of proof with respect to beneficial ownership of such dividends lies with the shareholder.

10.E.1.2 Non-Residents of the Netherlands

The description of certain Dutch tax consequences in this chapter is only intended for the following shareholders:

•

Individuals who are not resident and not deemed to be resident in the Netherlands (“Non-Dutch Resident Individuals”); and

•

Entities that are not resident and not deemed to be resident in the Netherlands (“Non-Dutch Resident Corporate Entities”).

Non-Dutch Resident Individuals

A Non-Dutch Resident Individual will not be subject to any Dutch taxes on income or capital gains derived from the purchase, ownership and disposal or transfer of the Shares, other than withholding tax as described above, unless:

•

the Non-Dutch Resident Individual derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the Shares are attributable;

190

•

the Non-Dutch Resident Individual derives benefits from miscellaneous activities carried on in the Netherlands in respect of the Shares, including activities which are beyond the scope of regular portfolio investment activities; or

•

the Non-Dutch Resident Individual is entitled to a share—other than by way of securities—in the profits of an enterprise, which is effectively managed in the Netherlands and to which the Shares are attributable.

Non-Dutch Resident Corporate Entities

A Non-Dutch Resident Corporate Entity will not be subject to any Dutch taxes on income or capital gains derived from the purchase, ownership and disposal or transfer of the Shares, other than withholding tax as described above, unless:

•

the Non-Dutch Resident Corporate Entity derives profits from an enterprise, which is fully or partly carried on through a permanent establishment or a permanent representative in the Netherlands to which the Shares are attributable; or

•

the Non-Dutch Resident Corporate Entity is entitled to a share—other than by way of securities—in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which the Shares are attributable.

Under certain specific circumstances, Dutch taxation rights may be restricted for Non-Dutch Resident Individuals and Non-Dutch Resident Corporate Entities pursuant to treaties for the avoidance of double taxation.

10.E.1.3 Dutch Gift Tax or Inheritance Tax

No Dutch gift tax or inheritance tax is due in respect of any gift of the Shares by, or inheritance of the Shares on the death of, a shareholder, unless:

•

the shareholder is resident, or is deemed to be resident, in the Netherlands at the time of the gift or death of the shareholder;

•

the shareholder dies within 180 days after the date of the gift of the Shares and was, or was deemed to be, resident in the Netherlands at the time of the shareholder’s death but not at the time of the gift; or

•

the gift of the Shares is made under a condition precedent and the shareholder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.

10.E.1.4 Other Taxes and Duties

No other Dutch taxes, including taxes of a documentary nature, such as capital tax, stamp or registration tax or duty, are payable by, or on behalf of, the shareholder by reason only of the purchase, ownership and disposal of the Shares.

10.E.1.5 Residency

A shareholder will not become a resident or deemed resident of the Netherlands by reason only of holding the Shares.

10.E.2 Material U.S. Federal Income Tax Consequences

The following discussion describes certain U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of the Shares. This summary applies only to U.S. Holders that hold the Shares as capital assets within the meaning of Section 1221 of the Code (as defined below) and have the U.S. dollar as their functional currency.

This discussion is based on the tax laws of the United States as in effect on the date of this registration statement, including the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury

191

Regulations in effect or, in some cases, proposed, as of the date of this registration statement, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, and any such change could apply retroactively and could affect the U.S. federal income tax consequences described below. The statements in this registration statement are not binding on the IRS or any court, and thus we can provide no assurance that the U.S. federal income tax consequences discussed below will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. Furthermore, this summary does not address any estate or gift tax consequences, any state, local or non-U.S. tax consequences or any other tax consequences other than U.S. federal income tax consequences.

The following discussion does not describe all the tax consequences that may be relevant to any particular investor or to persons in special tax situations such as:

•

banks and certain other financial institutions;

•

regulated investment companies;

•

real estate investment trusts;

•

insurance companies;

•

individual retirement accounts and other tax-deferred accounts;

•

broker-dealers;

•

traders that elect to mark to market;

•

tax-exempt entities;

•

persons liable for alternative minimum tax or the Medicare contribution tax on net investment income;

•

U.S. expatriates;

•

persons holding Shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

•

persons that actually or constructively own 5.0% or more of our stock by vote or value;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the Shares being taken into account in an applicable financial statement;

•

persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

•

persons who acquired Shares pursuant to the exercise of any employee share option or otherwise as compensation; or

•

persons holding Shares through partnerships or other pass-through entities.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF SHARES.

As used herein, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is or is treated as:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

192

The tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Shares generally will depend on such partner’s status, the activities of the partnership and certain determinations made at the partner level. A U.S. Holder that is a partner in such partnership should consult its tax advisor.

10.E.2.1Dividends and other distributions on Shares

Subject to the PFIC considerations discussed below, the gross amount of distributions made by the Company with respect to Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will be includible as dividend income in a U.S. Holder’s gross income in the year received, to the extent such distributions are paid out of the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the Shares and thereafter as capital gain. Assuming the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions will be reported as dividends for U.S. federal income tax purposes. Such dividends will not be eligible for the kind of dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Dividends received by non-corporate U.S. Holders may be “qualified dividend income,” which is taxed at the lower applicable capital gains rate, provided that (1) the Company is eligible for the benefits of the Treaty between the United States and the Netherlands or our Shares are listed on the Nasdaq or another established securities market in the United States, (2) the Company is not a PFIC (as discussed below) for either the taxable year in which the dividend was paid or the preceding taxable year, (3) the U.S. Holder satisfies certain holding period requirements, and (4) the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to Shares.

The amount of any distribution paid in foreign currency will be equal to the U.S. dollar value of such currency, translated at the spot rate of exchange on the date such distribution is received, regardless of whether the payment is in fact converted into U.S. dollar at that time.

Dividends on the Shares generally will constitute foreign source income for foreign tax credit limitation purposes. Subject to certain complex conditions and limitations, Dutch taxes withheld on any distributions on the Shares may be eligible for credit against a U.S. Holder’s federal income tax liability, or at such holder’s election, may be eligible as a deduction in computing such holder’s U.S. federal taxable income. If a refund of, an exemption from, or a reduction of the tax withheld is available under the laws of the Netherlands or under the Treaty, the amount of tax withheld that is refundable, exempted, or reduced will not be eligible for such credit against a U.S. Holder’s U.S. federal income tax liability (and will not be eligible for the deduction against U.S. federal taxable income). If the dividends constitute qualified dividend income as discussed above, the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate applicable to the qualified dividend income, divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by the Company with respect to Shares will generally constitute “passive category income.” Recently issued U.S. Treasury Regulations further restrict the availability of foreign tax credits. However, a recent notice from the IRS indicates that the U.S. Department of the Treasury and the IRS are considering proposing amendments to such Treasury Regulations and allows, subject to certain conditions, taxpayers to defer the application of many aspects of such Treasury Regulations for taxable years beginning on or after December 28, 2021 and ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit in their particular circumstances and the possibility of claiming an itemized deduction (in lieu of the foreign tax credit) for any foreign taxes paid or withheld.

10.E.2.2Sale or other taxable disposition of Shares

Subject to the PFIC considerations discussed below, upon a sale or other taxable disposition of Shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized

193

and the U.S. Holder’s adjusted tax basis in such Shares, in each case as determined in U.S. dollars. Any such gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the Shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations.

Gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of Shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes. As a result, the use of U.S. foreign tax credits relating to any Dutch income tax imposed upon gains in respect of Shares may be limited. U.S. Holders should consult their tax advisors regarding the tax consequences if Dutch taxes are imposed on a taxable disposition of Shares and their ability to credit any Dutch tax against their U.S. federal income tax liability.

If the consideration received upon the sale or other disposition of Shares is paid in foreign currency, the amount realized will be the U.S. dollar value of the payment received, translated at the spot rate of exchange on the date of taxable disposition. The Company expects the Shares will be listed on Nasdaq Global Select Market. If the Shares are treated as traded on an established securities market for U.S. federal income tax purposes and the relevant U.S. Holder is either a cash basis taxpayer or an accrual basis taxpayer who has made a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), such holder will determine the U.S. dollar value of the amount realized in foreign currency by translating the amount received at the spot rate of exchange on the settlement date of the sale. An accrual basis taxpayer that does not make the special election will recognize exchange gain or loss to the extent attributable to the difference between the exchange rates on the sale date and the settlement date, and such exchange gain or loss generally will constitute U.S.-source ordinary income or loss.

A U.S. Holder’s initial tax basis in Shares generally will equal the cost of such Shares. However, if a U.S. Holder acquired the Shares upon the Merger in exchange for the Ferrovial, S.A.’s Shares and if the Merger qualifies as a tax-free reorganization for U.S. tax purposes, such U.S. Holder’s tax basis may be equal to the adjusted tax basis in the Ferrovial, S.A.’s Shares surrendered in exchange. If a U.S. Holder used foreign currency to purchase the Shares, the cost of the Shares will be the U.S. dollar value of the foreign currency purchase price on the date of purchase, translated at the spot rate of exchange on that date. If the Shares are treated as traded on an established securities market for U.S. federal income tax purposes and the relevant U.S. Holder is either a cash basis taxpayer or an accrual basis taxpayer who has made the special election described above, the U.S. Holder will determine the U.S. dollar value of the cost of such Shares by translating the amount paid at the spot rate of exchange on the settlement date of the purchase.

10.E.2.3Passive foreign investment company considerations

The Company will be classified as a PFIC for any taxable year if either: (a) at least 75.0% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50.0% of the value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income includes interest, dividends and other investment income, with certain exceptions. The PFIC rules also contain a look-through rule whereby the Company will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25.0% or more (by value) of the stock.

Under the PFIC rules, if the Company were considered a PFIC at any time that a U.S. Holder holds the Shares, the Company would continue to be treated as a PFIC with respect to such investment unless (i) the Company ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.

Whether the Company is treated as a PFIC is a factual determination that is made on an annual basis after the close of each taxable year. This determination will depend on, among other things, the ownership and the composition of the income and assets, as well as the value of the assets (which may fluctuate with our market capitalization), of the Company and its subsidiaries from time to time. Based on the nature of the Company’s business, the ownership and the composition of the income, assets and operations of the Company, although not free from doubt, the Company believes it was not a PFIC for the taxable year ending December 31, 2023. However, the determination of the Company’s PFIC status is complex and subject to ambiguities. Moreover, the Company’s PFIC status for the current and future taxable years depends, in large part, on the expected

194

value of our goodwill, which could fluctuate significantly. The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our assets that are passive assets under the PFIC rules. Therefore, there can be no assurance that the Company will not be classified as a PFIC for the current taxable year or for any future taxable year.

If the Company is considered a PFIC at any time that a U.S. Holder holds Shares, any gain recognized by the U.S. Holder on a sale or other disposition of the Shares, as well as the amount of any “excess distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for the Shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on Shares exceeds 125.0% of the average of the annual distributions on the Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Shares if the Company is considered a PFIC.

If the Company is considered a PFIC, a U.S. Holder will also be subject to annual information reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in Shares.

10.E.2.4Information reporting and backup withholding

Distributions with respect to Shares and proceeds from the sale, exchange or redemption of Shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

10.E.2.5Additional information reporting requirements

Certain U.S. Holders who are individuals (and certain entities) that hold an interest in “specified foreign financial assets” ​(which may include the Shares) are required to report information relating to such assets, subject to certain exceptions (including an exception for Shares held in accounts maintained by certain financial institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements. U.S. Holders should consult their tax advisors regarding the applicability of these requirements to their acquisition and ownership of Shares.

10.E.3 Spanish Tax Considerations

Spanish tax law foresees a special tax neutral regime established in Spain in Chapter VII of Title VII of the Spanish CIT Law (the “Special Tax Neutral Regime”). Under this Special Tax Neutral Regime, certain transactions of a reorganization nature may benefit from total or partial tax neutrality that consists in deferring the tax due on the gains or losses which may arise in connection with the reorganization, both for the companies involved and its shareholders. This Special Tax Neutral Regime is applicable if certain requirements are met.

Cross-border mergers where the absorbed company is resident for tax purposes in Spain and the absorbing company is resident in another EU member state for tax purposes may elect for this Special Tax Neutral Regime provided the merger takes place mainly for valid business reasons and not for tax purposes. In order

195

for the Special Tax Neutrality Regime to apply to the Company, its assets and liabilities must be allocated to a permanent establishment of the Company located in Spain.

Ferrovial, S.A. applied the Special Tax Neutrality Regime, and at such time, Ferrovial, S.A.’s assets were allocated to a branch of the Company in Spain, and to the extent that the Merger is considered by the Spanish tax authorities to be carried out for sound business reasons and not tax driven:

•

The Merger did not constitute any realization or distribution of capital gains or losses relating to assets of Ferrovial, S.A. which were transferred to the Company and affected to its Spanish branch.

•

The assets which were transferred to the Company and affected to its Spanish branch by means of the Merger will keep the same tax basis that they had in the hands of Ferrovial, S.A. prior to the Merger.

•

As referred above, to benefit from the Special Tax Neutral Regime, the Merger has to meet the business purposes test: the Merger must be carried out with the purpose of rationalizing, reorganizing or restructuring the economic activities of the entities participating in the operation but cannot be carried out merely to obtain a tax advantage or tax deferral.

The Special Tax Neutral Regime will also apply to shareholders resident in Spain or in an EU or EEA member state, that should attribute to the Shares received in exchange the same tax basis that the shares of Ferrovial, S.A. exchanged held immediately before the Merger. This Special Tax Neutral Regime does not apply to shareholders not resident in an EU or EEA member state; which cannot take advantage of the Special Tax Neutral Regime and will trigger gains or losses in Spain as a result of the Merger.

Pursuant to the amended consolidated text of the Spanish Non-resident Income Tax Law, approved by Royal Legislative Decree 5/2004 of March 5 and its implementing regulations, as approved by Decree Law 1776/2004 of July 30 (the “NRIT Law”), capital gains derived from the transfer of the Shares (the Merger implies a transfer of Shares), or any other capital gain related to such securities by legal entities or individuals who do not act through a permanent establishment in Spain, are subject to non-resident income tax (“NRIT”), being the tax payable calculated, generally, in accordance with the rules set forth by the Spanish Law 35/2006 of November 28 on the Personal Income Tax and on the partial amendment of the Corporate Income Tax, Non-resident Income Tax and Wealth Tax Law and its implementing regulations, as approved by Decree Law 439/2007 of March 30 (“PIT Law”). In particular, capital gains derived from the transfer of the Shares are subject to NRIT at the rate of 19.0% in the 2023 tax year, unless a domestic exemption or a Double Taxation Treaty applies, in which case the provisions of the Double Taxation Treaty prevails.

Under Spanish tax law, capital gains derived from the transfer of shares which have not been obtained through a permanent establishment in Spain by individuals and entities resident for tax purposes in other member states of the EU, or permanent establishments of these residents in another EU member state (other than Spain) are exempt from NRIT, provided that they have not been obtained through countries officially qualifying as non-cooperative jurisdictions for Spanish tax purposes. This exemption does not apply to capital gains resulting from the transfer of shares or rights of an entity: (i) when the assets of that entity comprise, mainly, real estate property located in the Spanish territory, whether directly or indirectly; (ii) in the case that the transferor is a non-resident individual at any time during the twelve months prior to the transfer, when the transferor holds an interest, directly or indirectly, of at least 25.0% of the capital or equity of the company; or (iii) in the case that the transferor is a non-resident company, when the transfer does not meet the requirements for application of the exemption set down in article 21 of the CIT Law. This exemption also applies to capital gains which have not been obtained through a permanent establishment in Spain by individuals and entities resident for tax purposes in member states of the EEA, or permanent establishments of these resident in other member states of the EEA, provided that the requirements set forth in the NRIT Law are met.

Please also note that, under the Spanish holding company regime (régimen de entidades de tenencia de valores extranjeros) capital gains obtained by non-residents corresponding to gains related to the holding of foreign active entities are not subject to capital gain taxes in Spain, provided the non-resident shareholder is not acting through a non-cooperative jurisdiction for Spanish tax purposes.

In general, offsetting gains and losses from different transfers is not permitted.

Non-resident shareholders are obliged to file a tax return (currently, Form 210), calculating and paying, as applicable, the resulting NRIT due. This tax return may also be filed, and the NRIT paid, by the taxpayer’s tax

196

representative in Spain, the depository or the manager of the shares, applying the procedure and the tax return set out in Order EHA/3316/2010, of 17 December 2010.

In the event that an exemption applies, whether under Spanish law or through a Double Taxation Treaty, the non-resident shareholder must provide evidence of his, her or its right by providing a certificate of tax residency in a timely manner duly issued by the tax authorities of his/her/its country of residence (which must state, as the case may be, that the investor is resident in that country within the meaning of the applicable Double Taxation Treaty) or the form stipulated in the Order implementing the applicable Double Taxation Treaty. Such tax residency certificates are generally valid for one year from the date of issue for these purposes, and must refer to the tax period in which the capital gain is made.

10.F.   Dividends and Paying Agents

Not applicable.

10.G.   Statement by Experts

The consolidated financial statements of the Company at December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, appearing in this registration statement, have been audited by Ernst & Young, S.L., independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

From December 2020 to February 2023, prior to the engagement of Ernst & Young S.L. (“EY Spain”) as our independent auditor under the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), EY Spain’s Forensics and Integrity Services group provided expert services to a subsidiary of the Company related to fees it paid on certain construction projects. This service was not prohibited under the home country independence rules in Spain; however, it is inconsistent with the SEC and PCAOB independence rules. The service did not involve EY Spain representing the subsidiary in court or making management decisions on behalf of the subsidiary. The service had no impact on the consolidated financial statements of the Company or the related audit procedures or judgments of EY Spain. The related fees are not material to the respective parties.

After careful consideration of the facts and circumstances and the applicable independence rules, EY Spain has concluded that (i) the aforementioned matter does not impair its ability to exercise objective and impartial judgment in connection with its audits of the Company’s consolidated financial statements, and (ii) a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. After considering this matter, the Company’s management and Audit and Control Committee concurred with EY Spain’s conclusions.

10.H.   Documents on Display

Upon effectiveness of this registration statement, we will be subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within 120 days of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

In addition, since our ordinary shares are traded on Euronext Amsterdam and the Spanish Stock Exchanges, we file or disclose, as applicable, annual and semi-annual reports and other information with, and furnish information to the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the

197

“AFM”) and the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, or “CMNV”), as required under the applicable Dutch and Spanish laws.

Copies of our filings with the AFM and the CMNV can be retrieved electronically at www.afm.nl and www.cnmv.es, respectively. We also maintain a website at www.ferrovial.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this registration statement on Form 20-F, and the reference to our website in this registration statement on Form 20-F is an inactive textual reference only.

10.I.   Subsidiary Information

For information on our subsidiaries, see “Item 4. Information on the Company—C. Organizational Structure,” and Exhibit 8.1 to this registration statement.

ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information on our quantitative and qualitative market risks, see Note 5.4 to the Audited Financial Statements.

ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.   Debt Securities

Not applicable.

12.B.   Warrants and Rights

Not applicable.

12.C.   Other Securities

Not applicable.

12.D.   American Depositary Shares

Not applicable.

198

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15.

CONTROLS AND PROCEDURES

15.A.

Disclosure Controls and Procedures

Not applicable.

15.B.

Management’s Annual Report on Internal Control Over Financial Reporting

Not applicable.

15.C.

Attestation Report of the Registered Public Accounting Firm

Not applicable.

15.D.

Changes in Internal Control Over Financial Reporting

Not applicable.

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

ITEM 16B.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct that applies to all of employees, officers, and directors of the Group. This includes the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics and Business Conduct is available on our website at https://www.ferrovial.com/en/ir-shareholders/​corporate-governance/corporate-policies/​, and we intend to disclose on our website any future amendments to the Code of Ethics and Business Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or Directors from provisions in the Code of Ethics and Business Conduct.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

199

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.

CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 17.

FINANCIAL STATEMENTS

See “Item 18. Financial Statements.”

ITEM 18.

FINANCIAL STATEMENTS

Financial Statements are filed as part of this registration statement, beginning on page F-1.

ITEM 19.

EXHIBITS

The following documents are filed as part of this registration statement.

EXHIBIT INDEX

Exhibit No.	Description
1.1**	Articles of Association
4.1**	407 ETR Concession and Ground Lease Agreement
4.2+**	Heathrow Airport Share Purchase Agreement
8.1*	List of Subsidiaries
15.1*	Consent of Ernst & Young, S.L., independent registered public accounting firm

*

Filed herewith.

**

Previously filed as part of the registration statement filed with the SEC on January 5, 2024.

+

Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the registrant treats as private or confidential.

200

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

Dated: April 29, 2024	Ferrovial SE By: /s/ Ignacio Madridejos Name: Ignacio Madridejos Title: Chief Executive Officer
​	By: /s/ Ernesto Lopez Mozo Name: Ernesto López Mozo Title: Chief Financial Officer

201

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1461)	F-2
Consolidated Statements of Financial Position as of December 31, 2023 and 2022	F-5
Consolidated Income Statements for the years ended December 31, 2023, 2022 and 2021	F-7
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021	F-8
Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021	F-9
Consolidated Cash Flows Statements for the years ended December 31, 2023, 2022 and 2021	F-10
Notes to Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021	F-11

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Ferrovial SE (formerly, Ferrovial, S.A.)

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Ferrovial SE (the Company) as of December 31, 2023 and 2022, the related consolidated income statements, consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Recognition of revenue from long-term construction contracts
Description of the Matter	As more fully described in notes 1.3.3.4, 1.3.4, and 4.4 to the consolidated financial statements, the Company enters into long-term construction contracts where revenue is recognized over time in accordance with either the output or input method. For the fiscal year ended December 31, 2023, the Company recognized revenue from long-term construction contracts for EUR 6,909 million. Revenue recognition for contracts accounted for under the output method requires judgements in measuring the work carried out based on the surveyed performance units completed to date. Contracts accounted for under the input method require estimating the total forecasted cost to complete. For both methods, management estimates, when applicable, the total amount of revenue to be recognized including variable consideration, modifications or claims. To calculate the revenue due to variable consideration, management estimates the amount of incurred costs that will give rise to these additional sources of, or reductions to, revenue and whether such revenue meets the conditions for variable consideration, modifications or claims. Auditing management’s measurement of revenue recognized over time on long-term construction contracts is especially challenging because it involves subjective management assumptions regarding the judgements in measuring the work carried out based on the surveyed performance units completed to date, the estimated total costs forecast to complete the work that could span several years and the amount of incurred costs that would give rise to additional sources of revenue. These assumptions could be impacted by future market and economic conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding of the policies and procedures that the Company applies in recognizing revenues from long-term construction contracts using the output or input method and the underlying assumptions and estimates. Our audit procedures also included, among others, evaluating the application of the Company’s revenue recognition method in accordance with IFRS 15 ‘Revenue from Contracts with Customers’, performing analytical procedures and test of details on a sample of contracts to assess the relevant contractual clauses, and compare the inputs to the Company’s historical data or experience for similar contracts, and to assess the reasonableness of management’s assumptions and estimates. We further assessed the reasonableness of the judgement on measuring the work carried out based on the surveyed performance units completed to date and the estimations on total forecasted costs to complete the work through meetings with management, as well as comparative analysis of deviations between originally planned costs and actual costs, the deviations’ impact on the estimated project margins, and certifications received by the customer, as applicable. We performed a comparative analysis of budgeted versus actual revenues recognized from contracts completed during the year, and look-back analyses to historical actual costs to assess management’s ability to estimate. For variable consideration, we assessed the estimated amount of incurred costs that will give rise to additional sources of revenue by comparing actual construction progress to contractual completion dates and milestones, and evaluated if these are reasonably met to recognize the revenue.

F-3

​	For contract modifications, we assessed the evidence of the underlying technical report approvals and the status of the negotiation with the customers. For the amounts recognised in claims, we assessed the reasonableness of management’s judgement in recognizing such items as revenues by inspecting supporting technical reports and legal confirmations.
Recoverability of investments in infrastructure projects operated under concession arrangements
Description of the Matter	As more fully described in note 1.3.3.2, 1.3.4 and 3.3 to the consolidated financial statements, concession arrangements that fall in scope of IFRIC 12, for which the consideration received consists of the right to charge fees based on the degree of use of the public service are classified as intangible assets. At December 31, 2023, the Company recorded EUR 13,333 million of intangible assets related to concession agreements. Management assesses, at each reporting date, whether there is an indication that the concession asset may be impaired. The related impairment tests are based on a discounted cash flow model, which involves management assumptions related to future traffic volumes, prices applied to customers, future operating expenses and the discount rate. Auditing management’s estimates of recoverability of investments in infrastructure projects operated under concession arrangements is complex due to significance of the amounts involved, and required subjective auditor’s judgement due to the significant management’s estimation required in the future traffic volumes, prices applied to customers, future operating expenses and discount rate management assumptions. Changes in the assumptions used could materially affect the recoverability of such investments in infrastructure projects.
How We Addressed the Matter in Our Audit	We obtained an understanding of the policies and procedures related to the recoverability of investments in infrastructure projects and evaluated the application of the Company’s accounting policies related to estimations for recoverability of assets in accordance with IAS 36 ‘Impairment of assets’ and IAS 38 ‘Intangible assets’. The procedures designed to address the matter in our audit included, among others, understanding the terms and conditions of concession arrangements. We assessed the arithmetical accuracy of the discounted cash flow models. We assessed the reasonableness of the future traffic volumes, prices applied to customers, future operating expenses by comparing those assumptions to recent historical performance, current economic and industry trends, and financial forecasts. We further evaluated the consistency of the future traffic volumes, prices applied to customers, future operating expenses by comparing past forecasts to subsequent actual activity. We involved a specialist to assist in evaluating the discount rate by developing a range of discount rate, which we compared to those used by the Company.

Ernst & Young, S.L.

We have served as the Company’s auditor since 2020.

Madrid, Spain

April 15, 2024

F-4

FERROVIAL SE CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION AS OF
DECEMBER 31, 2023 AND 2022

Assets (Million euro)	Note	2023	2022
Non-current assets	​	19,328	18,925
Goodwill	3.1	475	480
Intangible assets	3.2	122	138
Fixed assets in infrastructure projects	3.3	13,495	13,667
Intangible asset model	​	13,333	13,504
Financial asset model	​	162	163
Property, plant and equipment	3.4	594	479
Right of use assets	3.7	196	183
Investments in associates	3.5	2,038	1,951
Non-current financial assets	3.6	1,148	1,095
Loans granted to associates	​	262	246
Non-current restricted cash	5.2	628	597
Other non-current receivables	​	258	252
Deferred tax assets	2.7	1,006	784
Long-term financial derivatives at fair value	5.5	254	148
Current assets	​	6,990	7,411
Inventories	4.1	458	476
Current income tax assets	​	35	19
Short-term trade and other receivables	4.2	1,677	1,600
Trade receivables for sales and services	​	1,353	1,300
Other short-term receivables	​	324	300
Cash and cash equivalents	5.2	4,789	5,130
Infrastructure project companies	​	204	168
Restricted cash	​	31	38
Other cash and cash equivalents	​	173	130
Ex-infrastructure project companies	​	4,585	4,962
Short-term financial derivatives at fair value	5.5	31	184
Assets held for sale	1.1.4	-	2
TOTAL ASSETS	​	26,318	26,336

F-5

Liabilities and equity (Million euro)	Note	2023	2022
Equity	5.1	5,879	6,473
Equity attributable to shareholders	​	3,766	4,233
Equity attributable to non-controlling interests	​	2,113	2,240
Non-current liabilities	​	14,664	14,486
Deferred income	6.1	1,334	1,410
Employee benefit plans	6.2	3	2
Long-term provisions	6.3	268	290
Long term lease liabilities	3.7	141	120
Borrowings	5.2	10,423	10,776
Debentures and borrowings of infrastructure project companies	​	7,852	7,893
Debentures and borrowings of ex-infrastructure project companies	​	2,571	2,883
Other payables	6.4	1,310	898
Deferred taxes	2.7	1,086	924
Long-term financial derivatives at fair value	5.5	99	66
Current liabilities	​	5,775	5,377
Short-term lease liabilities	3.7	59	64
Borrowings	5.2	942	877
Debentures and borrowings of infrastructure project companies	​	63	74
Debentures and borrowings of ex-infrastructure project companies	​	879	803
Financial derivatives at fair value	5.5	34	47
Current income tax liabilities	​	83	30
Short-term trade and other payables	4.3	3,646	3,429
Trade payables	​	1,698	1,663
Advance payments from customers and work certified in advance	​	1,529	1,364
Other short-term payables	​	419	402
Short-term provisions	6.3	1,011	930
TOTAL LIABILITIES AND EQUITY	​	26,318	26,336

The accompanying notes are an integral part of the consolidated statement of financial position as of December 31, 2023, and 2022.

F-6

FERROVIAL SE CONSOLIDATED INCOME
STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2023, 2022 AND 2021

Income statement (Million euro)	Note	​	2023	2022	2021
Revenue	​	​	8,514	7,551	6,910
Other operating income	​	​	1	2	1
Revenues and other operating income	2.1	​	8,515	7,553	6,911
Materials consumed	​	​	1,047	1,197	1,085
Other operating expenses	2.2	​	4,878	4,182	3,923
Personnel expenses	2.3	​	1,599	1,446	1,293
Total operating expenses	​	​	7,524	6,825	6,301
Fixed asset depreciation	​	​	401	299	270
Impairment and disposal of fixed assets	2.4	​	35	(6)	1,139
Operating profit/(loss)	​	​	625	423	1,479
Net financial income/(expense) from financing	​	​	(328)	(243)	(220)
Profit/(loss) on derivatives and other net financial income/(expense)	​	​	(44)	(122)	(87)
Net financial income/(expense) from infrastructure projects	​	​	(372)	(365)	(307)
Net financial income/(expense) from financing	​	​	111	1	(27)
Profit/(loss) on derivatives and other net financial income/(expense)	​	​	31	47	2
Net financial income/(expense) from ex-infrastructure projects	​	​	142	48	(25)
Net financial income/(expense)	2.5	​	(230)	(317)	(332)
Share of profits of equity-accounted companies	2.6	​	215	165	(178)
Profit/(loss) before tax from continuing operations	​	​	610	271	969
Income/(expense) tax	2.7	​	(115)	(30)	9
Profit/(loss) net of tax from continuing operations	​	​	495	241	978
Profit/(loss) net of tax from discontinued operations	​	​	16	64	361
Net profit/(loss)	​	​	511	305	1,339
Net profit/(loss) for the year attributed to non-controlling interests	2.9	​	(170)	(117)	(138)
Net profit/(loss) for the year attributed to the parent company	​	​	341	188	1,201
Net earnings per share attributed to the parent company (in euros)	2.10	Diluted	0.46	0.25	1.63
​		Basic	0.46	0.25	1.63
Net earnings per share attributed to the parent company´s Continuing Operations (in euros)		Diluted	0.44	0.16	1.14
​		Basic	0.44	0.16	1.14

The accompanying notes are an integral part of the consolidated income statement for the years 2023, 2022 and 2021.

F-7

FERROVIAL SE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

(Million euro)	Note	2023	2022	2021
a) Net profit/(loss)	​	511	305	1,339
Attributed to parent company	​	341	188	1,201
Attributed to non-controlling interests	​	170	117	138
b) Income and expense recognized directly in equity	5.1	(119)	456	180
Fully-consolidated companies	​	(98)	333	131
Impact on hedge reserves	5.5	20	193	11
Impact on defined benefit plan reserves	​	-	-	-
Currency translation differences	​	(92)	160	114
Tax effect	​	(26)	(20)	6
Companies held for sale	​	(5)	(8)	27
Impact on hedge reserves	​	(6)	-	4
Impact on defined benefit plan reserves	​	-	-	-
Currency translation differences	​	-	(8)	24
Tax effect	​	1	-	(1)
Equity-accounted companies	​	(16)	131	22
Impact on hedge reserves	​	12	236	45
Impact on defined benefit plan reserves	​	-	-	33
Currency translation differences	​	(33)	(29)	(32)
Tax effect	​	5	(76)	(24)
c) Transfers to income statement	5.1	8	131	1
Fully-consolidated companies	​	(3)	(47)	12
Transfers to income statement	5.5	(4)	(62)	16
Tax effect	​	1	15	(4)
Companies held for sale	​	11	178	3
Transfers to income statement	​	13	179	4
Tax effect	​	(2)	(1)	(1)
Equity-accounted companies	​	-	-	(14)
Transfers to income statement	​	-	-	(14)
Tax effect	​	-	-	-
a)+ b)+ c) TOTAL COMPREHENSIVE INCOME	​	400	892	1,520
Attributed to the parent company	​	269	710	1,398
Attributed to non-controlling interests	​	131	182	122

The accompanying notes are an integral part of the consolidated statements of comprehensive income for the years 2023, 2022 and 2021.

F-8

FERROVIAL SE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

(Million Euro)	Share capital	Share/​ Merger premium	Treasury shares	Other equity instruments	Measurement adjustments	Retained earnings and other reserves	Attributed to shareholders	Attributed to non-controlling interest	Total Equity
Balance at 12.31.20	147	647	(13)	506	(1,496)	3,462	3,253	640	3,893
Consolidated profit/(loss) for the year 2021	-	-	-	-	-	1,201	1,201	138	1,339
Income and expense recognized directly in equity	-	-	-	-	196	-	196	(16)	180
Transfers to income statement	-	-	-	-	1	-	1	-	1
Total income and expenses recognized for the year	-	-	-	-	197	1,201	1,398	122	1,520
Scrip dividend agreement	3	3	-	-	-	(34)	(28)	-	(28)
Other dividends	-	-	-	-	-	-	-	(270)	(270)
Treasury share transactions	(3)	(432)	(111)	-	-	111	(435)	-	(435)
Shareholder remuneration	-	(429)	(111)	-	-	77	(463)	(270)	(733)
Capital contributions	-	-	-	-	-	-	-	28	28
Share-based remuneration schemes	-	-	-	-	-	(22)	(22)	-	(22)
Other movements	-	-	-	-	-	(3)	(3)	-	(3)
Other transactions	-	-	-	-	-	(25)	(25)	28	3
Perpetual subordinated bond issuances (Note 5.1.1)	-	-	-	1	-	(8)	(7)	-	(7)
Scope changes	-	-	-	-	-	-	-	1,270	1,270
Balance at 12.31.2021	147	218	(124)	507	(1,299)	4,707	4,156	1,790	5,946
Consolidated profit/(loss) for the year 2022	-	-	-	-	-	188	188	117	305
Income and expense recognized directly in equity	-	-	-	-	391	-	391	65	456
Transfers to income statement	-	-	-	-	131	-	131	-	131
Total income and expenses recognized for the year	-	-	-	-	522	188	710	182	892
Scrip dividend agreement	3	-	-	-	-	(135)	(132)	-	(132)
Other dividends	-	-	-	-	-	-	-	(160)	(160)
Treasury share transactions	(5)	(218)	98	-	-	(321)	(446)	-	(446)
Shareholder remuneration	(2)	(218)	98	-	-	(456)	(578)	(160)	(738)
Capital contributions	-	-	-	-	-	-	-	356	356
Share-based remuneration schemes	-	-	-	-	-	-	-	-	-
Other movements	-	-	-	-	-	41	41	5	46
Other transactions	-	-	-	-	-	41	41	361	402
Perpetual subordinated bond issuances (Note 5.1.1)	-	-	-	1	-	(9)	(8)	-	(8)
Scope changes	-	-	-	-	-	(88)	(88)	67	(21)
Balance at 12.31.2022	145	-	(26)	508	(777)	4,383	4,233	2,240	6,473
Merger impact (June 16th)	(138)	4,426	-	-	-	(4,288)	-	-	-
Consolidated profit/(loss) for the year 2023	-	-	-	-	-	341	341	170	511
Income and expense recognized directly in equity	-	-	-	-	(80)	-	(80)	(39)	(119)
Transfers to income statement	-	-	-	-	8	-	8	-	8
Total income and expenses recognized for the year	-	-	-	-	(72)	341	269	131	400
Scrip dividend agreement	-	(58)	-	-	-	(78)	(136)	-	(136)
Other dividends	-	-	-	-	-	-	-	(379)	(379)
Treasury share transactions	-	(52)	(52)	-	-	(10)	(114)	-	(114)
Shareholder remuneration	-	(110)	(52)	-	-	(88)	(250)	(379)	(629)
Capital contributions	-	-	-	-	-	-	-	117	117
Share-based remuneration schemes	-	-	-	-	-	12	12	-	12
Other movements	-	-	-	-	-	15	15	2	17
Other transactions	-	-	-	-	-	27	27	119	146
Perpetual subordinated bond issuances (Note 5.1.1)	-	-	-	(508)	-	(5)	(513)	-	(513)
Scope changes	-	-	-	-	-	-	-	2	2
Balance at 12.31.2023	7	4,316	(78)	-	(849)	370	3,766	2,113	5,879

The accompanying notes are an integral part of the consolidated statements of changes in equity for the years 2023, 2022 and 2021.

F-9

FERROVIAL SE CONSOLIDATED CASH FLOW STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

(Million euro)	Note	2023	2022	2021
Net profit/(loss) attributable to parent company	​	341	188	1,201
Adjustments to profit/(loss)	​	650	695	(259)
Net profit/(loss) for the year attributed to non-controlling interests	​	170	117	138
Profit (loss) net of tax from discontinued operations	​	(16)	(64)	(361)
Income tax / (expense)	​	115	30	(9)
Share of profits of equity-accounted companies	​	(215)	(165)	178
Net financial income/(expense)	​	230	317	332
Impairment and disposal of fixed assets	​	(35)	6	(1,139)
Fixed asset depreciation	​	401	299	270
Operating profit/(loss) discontinued operations ex - depreciation/amortization & impairment	2.8	-	155	332
Tax payments	​	(170)	(82)	(155)
Change in working capital (receivables, payables and other)	4.0	118	(83)	(249)
Dividends received from infrastructure project companies	3.5	324	284	272
Cash flows from operating activities	​	1,263	1,002	810
Investments in property, plant and equipment/intangible assets	​	(86)	(95)	(124)
Investments in infrastructure projects	3.3	(319)	(809)	(285)
Non-refundable grants	​	9	25	46
Investments in associates and non-current financial assets/ acquisition of companies	​	(257)	(347)	(923)
Interest received	2.5	236	47	3
Investment of long-term restricted cash	​	(51)	18	119
Divestment of infrastructure projects	​	-	-	-
Divestment/sale of companies	1.1.6	43	429	1,621
Cash flows from (used in) investing activities	​	(425)	(732)	457
Capital cash flows from non-controlling interests	​	130	350	57
Scrip dividend	​	(136)	(132)	(31)
Treasury share purchases	​	(114)	(446)	(432)
Shareholder remuneration	​	(250)	(578)	(463)
Dividends paid to non-controlling interests of investees	​	(377)	(161)	(270)
Other movements in shareholders’ funds	​	(506)	(69)	-
Interest paid	2.5	(432)	(329)	(295)
Lease payments	​	(87)	(72)	(131)
Increase in borrowings	​	964	1,207	603
Decrease in borrowings	​	(747)	(665)	(1,671)
Net change in borrowings from discontinued operations	​	-	1	(51)
Cash flows from (used in) financing activities	​	(1,305)	(316)	(2,221)
Effect of exchange rate on cash and cash equivalents	​	160	(283)	99
Change in cash and cash equivalents due to consolidation scope changes	​	(34)	4	(109)
Changes in cash and cash equivalents from discontinued operations	5.3	-	(81)	(44)
Change in cash and cash equivalents	5.3	(341)	(406)	(1,008)
Cash and cash equivalents at beginning of year	​	5,130	5,536	6,544
Cash and cash equivalents at year-end	​	4,789	5,130	5,536

The accompanying notes are an integral part of the consolidated cash flow statements for the years 2023, 2022 and 2021.

F-10

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2023 AND 2022 AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE

The information deemed necessary before reading Ferrovial SE consolidated financial statements is set out in this section.

BASIS OF PRESENTATION

Group reorganization

On February 28, 2023 Ferrovial’s Board of Directors approved the common terms of the cross-border merger of Ferrovial, S.A., the Spanish listed company and ultimate parent company of the Ferrovial Group, into its wholly-owned Dutch subsidiary Ferrovial International SE, which was also approved by the general shareholders’ meeting of both entities held on April 13, 2023 and finally completed on June 16, 2023. As a result of this transaction, the new parent company of the Ferrovial Group is Ferrovial SE (“FSE” or the “Company” ​(which refers to Ferrovial SE, individually or together with its consolidated subsidiaries, as the context may require, or Ferrovial, S.A., individually or together with its consolidated subsidiaries, if referring to the period prior to the merger completion as discussed in Note 1.1.2)), a European public limited company (“Societas Europaea”) domiciled in the Netherlands and currently listed on both Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (the “Dutch Stock Exchange”) and the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, regulated markets of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A (the “Spanish Stock Exchanges”).

This type of reorganization is not considered a business combination under IFRS 3 and is not specifically covered under IFRS. Therefore, pooling of interest or predecessor accounting is applied. This has been the approach adopted because the combined entity is considered a continuation of the Group headed by Ferrovial S.A., and it has only changed the location of its resources within the Group. Moreover, this approach provides useful information about the combined company and allows for users of financial information to understand the performance of the underlying business (Note 1.1.2).

Purpose of the consolidated financial statements

The accompanying consolidated financial statements have been prepared to be included in a Form 20-F registration statement to be filed pursuant to the Securities Act of 1933, in view of a potential listing on a national securities exchange in the United States, and were authorized for issuance by the Group’s CEO and CFO.

Basis of presentation

The consolidated financial statements of Ferrovial SE and its subsidiaries and investees (hereinafter referred to as “Ferrovial”, the “Ferrovial Group”, the “Group” or “FSE Group”) have been prepared in accordance with the International Financial Reporting Standards (hereinafter, “IFRS”) as issued by the International Accounting Standards Board (“IASB”). Accounting policies applied are explained in Note 1.3.

The Company’s activities

The disclosures presented in these financial statements mostly distinguish between infrastructure project companies and other companies (as defined in Note 1.1.4). Also noteworthy are the Group’s equity accounted most relevant assets: the 25% ownership interest in Heathrow Airports Holdings (HAH), the owner of Heathrow Airport; the 43.23% ownership interest in the company that owns the 407 ETR toll road in Toronto (Canada); the indirect 49% interest in the share capital of JFK NTO LLC, responsible for the remodeling, construction, financing and operation of the New Terminal One facilities at New York’s John F. Kennedy International Airport; the 50% stake in AGS, which owns Aberdeen, Glasgow and Southampton airports in UK; and its 24.86% ownership interest in IRB Infrastructure Developers Limited, one of India’s leading infrastructure companies, listed in Bombay.

Assets and liabilities held for sale and discontinued operations

As stated in Note 1.1.5, during 2022 and 2021 Ferrovial completely divested the Services Division by selling the infrastructure upkeep and maintenance business in Spain and in the UK.

F-11

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Going concern evaluation

Note 1.2 analyses the Group´s capacity to continue operating under the going concern principle, analyzing liquidity, future cash requirements as well as other external factors that could compromise this principle, concluding that no material uncertainties exist about the group´s ability to continue on a going concern basis.

Judgements and estimates

Ferrovial’s main estimates when measuring its assets, liabilities, revenues, expenses and commitments are detailed in Note 1.3.4.

Foreign exchange effect

While euro is Ferrovial’s functional currency, most of its activities are carried out in countries outside the eurozone. Note 1.4 analyses the impact on the consolidated financial statements of changes in the main currencies where it operated in 2023, 2022 and 2021.

F-12

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

1.1 BASIS OF PRESENTATION, THE COMPANY’S ACTIVITIES AND CONSOLIDATION SCOPE

1.1.1 Basis of presentation

These consolidated financial statements of Ferrovial SE have been authorized for issuance by the Group’s CEO and CFO on April 15, 2024, and have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). There are no effects on these consolidated financial statements resulting from differences between IFRS as issued by the IASB and IFRS as endorsed by the European Union.

The consolidated financial statements include the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flow and the accompanying notes (referred to collectively as the “Consolidated Financial Statements”).

For presentation of the consolidated income statement, the Group uses a classification method based on the nature of expenses, as it is more representative of the format used by management for internal reporting purposes and able to provide reliable information to investors.

The Group’s presentation currency is the Euro, which is also the functional currency of the Company, and unless otherwise stated amounts are presented in millions of Euros.

1.1.2 Business reorganization

On February 28, 2023, Ferrovial’s Board of Directors approved the common terms of the cross-border merger of Ferrovial, S.A., the Spanish listed company and ultimate parent company of the Ferrovial Group, into its wholly-owned Dutch subsidiary Ferrovial International SE, which was also approved by the General Shareholders’ Meetings of both entities held on April 13, 2023 and finally completed on June 16, 2023. As a result of this transaction, the new parent company of the Ferrovial Group is Ferrovial SE, a European public limited company (“Societas Europaea”) domiciled in the Netherlands and currently listed on both the Dutch Stock Exchange and the Spanish Stock Exchange.

This business reorganization was driven, among other reasons, by the growing internationalization of Ferrovial (in 2023, 83% of the group’s revenues and nearly 92% of its value came from activities outside Spain) and with the final aim of being listed in the United States of America.

Accounting treatment

In the merger, all shareholders of the former parent company of the Group, Ferrovial, S.A., were allotted shares in the new parent company of the Group, Ferrovial SE, except for a small group of shareholders who received cash in lieu of shares in connection with the merger in compliance with the applicable laws and regulations. The companies that are part of the Group remain the same without any type of change in terms of shareholding percentages.

This type of reorganization is not considered a business combination under IFRS 3, and is not specifically covered by IFRS. Following IAS 8 guidance, the Company has analyzed other accounting rules treating similar transactions (such as chapter 19.7 of FRS 102 in UK, DAS 216.503 in the Netherlands, or ASC 805.50.05 in US GAAP) in order to develop a policy that reflects the substance of the transaction. After that analysis, the Group has decided to apply the “pooling of interest” or “predecessor accounting” approach as it better reflects its substance.

As a result of this approach all the information included in the different reporting periods corresponds with the historical consolidated information of the Ferrovial group, without any adjustments in the value of assets and liabilities, as the combined entity is considered a continuation of the former Ferrovial, S.A., and it has only changed the location of its resources within the Group. Moreover, this approach provides useful information about the combined company and is the best way for users of financial information to understand the performance of the underlying business.

The only accounting impact as a consequence of the merger was the modification of the share capital and share premium figures of the new legal parent entity. Considering this change is a reclassification among the legal share capital and share premium of the former parent entity, any difference is being included as a movement within equity reserves in 2023, the year that the merger formally took place.

1.1.3 Purpose of the consolidated financial statements

The accompanying consolidated financial statements have been prepared to be included in a Form 20-F registration statement to be filed pursuant to the Securities Act of 1933, in view of a potential listing on a national securities exchange

F-13

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

in the United States. Ferrovial SE intends to apply for listing of its ordinary shares in the United States of America as a “foreign private issuer”. Therefore, the accompanying consolidated financial statements have been prepared including the relevant consolidated financial information as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. In particular, foreign private issuers are only required to present two years of balance sheet information and three years for the rest of the correspondent financial statements as part of a Form 20-F registration statement.

1.1.4 The Company’s activities

Ferrovial comprises the parent company, Ferrovial SE, incorporated in the Netherlands, and its subsidiaries and investees, which are detailed in Appendix I. Its registered office is at Gustav Mahlerplein 61-63, Symphony Towers, 14th floor, 1082 MS Amsterdam, The Netherlands.

Through these companies, Ferrovial engages in the following four business lines, which are its reporting segments under IFRS 8:

•

Construction: Design and execution of all manner of public and private works, including most notably the construction of public infrastructure.

•

Toll roads: Development, financing and operation of toll roads.

•

Airports: Development, financing and operation of airports

•

Energy Infrastructures and Mobility: This area was reported as a business segment for the first time in 2022. It focuses on development, financing and operation of power transmission lines and renewable energy generation plants, mobility, waste management plants and services to the mining industry in Chile.

In January 2024 in order to boost the energy transition related business and develop new capabilities in this area more quickly and efficiently, Ferrovial approved a partial reorganization of our Business Divisions pursuant to which the energy solutions business line, which is currently part of the Construction Business Division, and the energy infrastructures business line, which is currently part of the Energy Infrastructure and Mobility Business Division, will merge. The resulting Business Division will be named Energy Business Division.

For the purpose of understanding these consolidated financial statements, it should be noted that a part of the activity carried out by the Group’s business divisions consists of the development of infrastructure projects, primarily in the toll road and airport business lines, but also in the construction and energy activities.

In order to aid understanding of the Group’s financial performance, these consolidated financial statements disclose separately the impact of projects of this nature in “fixed assets in infrastructure projects” in long-term financial assets (distinguishing those to which the intangible asset model is applied from those to which the financial asset model is applied – Note 3.3) and, in particular, in the cash and cash equivalents and borrowings (Note 5.2).

Following competitive bidding processes, these projects are conducted through long-term contracts entered with public authorities (“the grantor”) which grant the right to build or upgrade, operate and maintain the infrastructure. The contract is awarded to a legal entity, the concessionaire entity, whose sole purpose is the performance of the project, where the Group has an ownership interest, together with other shareholders.

The concessionaire has to finance the construction or upgrade of the public infrastructure mainly with borrowings guaranteed by the future cash flows coming from the project term; as a result, these projects usually have cash restrictions established in the financing agreements to ensure repayment of borrowings. The shareholders also make capital contributions. Borrowings are generally secured at the time of entering into the service concession arrangement, and have no recourse to the shareholder or, in some cases, the recourse to the shareholders is limited to the guarantees issued (see Note 6.5.2 b.1).

Once construction or upgrade is complete, the concessionaire starts to operate and maintain the infrastructure, and in return, collects tolls or regulated charges for the use of the infrastructure, or through amounts paid by the grantor based on the availability for use of the related asset. These inflows allow to recover the initial investment.In most cases the construction and subsequent maintenance of the infrastructure is subcontracted by the concession operators to the Group’s Construction Division.

From an accounting standpoint, most of these arrangements are within the scope of application of IFRIC 12. A list of the companies regarded as infrastructure project companies in included in Appendix I.

F-14

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

It should also be noted that the Group’s equity accounted most relevant assets are the 25% ownership interest in Heathrow Airport Holdings (HAH), the company that owns Heathrow Airport in London (UK), the 43.23% ownership interest in 407 ETR, the concession operator of the 407 ETR toll road in Toronto (Canada), the 49% indirect ownership interest in the share capital of the company JFK NTO LLC, the concession company of New Terminal One at the International John F. Kennedy Airport in New York, the 50% stake in AGS, which owns Aberdeen, Glasgow and Southampton airports in UK, and finally, the 24.86% ownership interest in IRB Infrastructure Developers Limited, one of India’s leading infrastructure companies, listed in Bombay. Note 3.5 on investments in equity-accounted companies includes information relating to the changes in these companies’ balance sheets and income statements, which is complemented by information considered to be of interest in other notes to the financial statements.

1.1.5

Assets and liabilities held for sale and discontinued operations

Assets and liabilities held for sale

Divestments made during 2023 are described below:

Although the held-for-sale assets balance as of December 2023 is nil, during 2023, profit from discontinued operations amounted to EUR 16 million and relates mainly to the update of the indemnities and earn-outs following the divestment of the Services Business in Spain and Portugal and other adjustments related to the Amey business divestment in the UK (see Note 2.8).

The agreement reached for the sale of the Azores toll road in Portugal (Note 1.1.6) has no effect on the held for sale heading as it was classified as such and also divested during 2023.

The balance of EUR 2 million in 2022 related to land owned by the company Southern Crushed Concrete (SCC), a Webber subsidiary (Construction Division), which was sold in the first week of February 2023 to the company BCG Investment Group for a price of USD 2.3 million.

Divestments made during 2022 are described below:

In August 2022, the sale of the remaining 20% of the Vía do Infante (Algarve) toll road to DIF Capital Partners was completed for EUR 23 million, as part of the sale of Ferrovial’s 49% ownership interest in this concession arranged in 2020. The impact on the income statement was immaterial.

Divestments made during 2021 are described below:

During 2021 Ferrovial sold 20% of the Portuguese toll road Norte Litoral and the Group’s shares in Concesionaria de Prisiones Figueras, S.A.U. and in Urbs ludex Et Causidicus, S.A., as explained in Note 1.1.5

Discontinued operations

As indicated, discontinued operations relate to the Services Division, the divestment of which was completed in 2022, once the infrastructure upkeep and maintenance business in Spain and in the UK (Amey) were sold.

During 2023

Profit from discontinued operations amounted to EUR 16 million and relates mainly to the update of the indemnities and earn-outs associated with the Services Business disposal in Spain and Portugal as well as other adjustments related to the Amey business divestment in the UK.

Divestments made during 2022 are described below:

On January 31, 2022, the sale agreement between Ferrovial and Portobello Capital for the acquisition of the infrastructure upkeep and maintenance business in Spain was completed once all the conditions precedent had been fulfilled. The total price received by Ferrovial reached EUR 175 million. Following completion of the sale, Ferrovial acquired a stake (currently 24.8%) of the share capital of the acquirer for EUR 17.5 million. The impact on the income statement was immaterial.

F-15

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

On December 31, 2022, the Amey business in the United Kingdom, related to full life-cycle engineering and infrastructure upkeep and maintenance services, was sold to a company controlled by funds managed by One Equity Partners, which completed the transaction in association with its shareholder Buckthorn Partners. The net consideration (equity value) received by Ferrovial was GBP 264.6 million (EUR 301.3 million), as per the final agreement reached on April 17, 2023, with no further applicable price adjustments. The net consideration was in the form of cash (GBP 112.8 million (EUR 128.5 million)) and a vendor loan note of GBP 151.8 million (EUR 172.8 million) to the seller, arranged on the completion date, repayable over the coming five years and accruing 6% annual interest (increasing to 8% after year three). The capital gain generated totaled EUR 58.3 million and was accounted for under Profit/(loss) from discontinued operations in the income statement, which also included the transfer to the income statement of currency translation differences (EUR -155.6 million) and changes in the fair value of derivatives (EUR -15.4 million) accumulated in equity (Note 5.1.1).

Previously, the business activity providing financial management services for PFI (Project Finance Initiative) project companies in the United Kingdom through the subsidiary Amey was sold for GBP 5 million in the first half of 2022, while Amey’s business area engaged in energy and water infrastructure maintenance was also sold (to British fund Rubicon) for a total price of GBP 20.3 million, including a deferred payment of GBP 18 million arranged through a loan to the buyer (Note 3.6.2). The impact on the income statement was immaterial.

Divestments made during 2021 are described below:

In November 2021, the agreement to sell the US Services business related to oil and gas industry infrastructure maintenance was completed for a total price of USD 16 million (EUR 14 million). The impact on the income statement was a loss of EUR 28 million, recognized under Profit/(loss) from discontinued operations.

On December 1, 2021, the sale agreement reached between Ferrovial and PreZero (company of the Schwarz Group) on July 26, 2021 for the Environment Services business in Spain and Portugal was completed once all the conditions precedent had been fulfilled. The total price of the shares received by Ferrovial was EUR 1,032 million. This transaction generated a profit of EUR 335 million, which is carried under Profit/(loss) from discontinued operations in the income statement.

1.1.6 Consolidation scope changes and other divestments of investees

There follows a description of the most significant movements in the consolidation scope in 2023, 2022 and 2021.

Airports

During the year 2023:

There have been no changes in the consolidation scope during 2023.

During the year 2022:

Investment in the company JFK NTO LLC, holding the concession for the new Terminal One at New York’s JFK Airport

On June 10, 2022, the agreement whereby Ferrovial invested in the capital of JFK NTO LLC, so as to remodel, build, finance, operate and maintain the facilities of the New Terminal One at New York’s John F. Kennedy International (JFK) Airport, came into effect. Ferrovial holds a 49% indirect ownership interest in the project. The other shareholders are JLC and Ullico, which have direct interests of 30% and 19%, respectively, and Carlyle with an indirect ownership interest of 2%.

The terminal is expected to come into operation in 2026. The concession agreement is for the operation of the terminal until 2060.

Also on June 10, 2022, the concession agreement between JFK NTO and the Port Authority of New York and New Jersey and the financing and construction contracts between the concession operator, the financing banks and the design and build contractor all came into force.

The forecast investment in the project stands at USD 10,800 million (Phases A and B) and will be funded by a capital contribution of USD 2,330 million from the project partners, of which Ferrovial will contribute USD 1,142 million (USD 294 million contributed at December 2023) and the remainder will be funded by non-recourse borrowings obtained by the project.

F-16

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

In June 2022, the loan signed by JFK NTO LLC reached USD 6,630 million with a banking syndicate (USD 1,430 million drawn down at December 2022). The first debt refinancing took place in December 2023, when NTO issued USD 2.0 billion series 2023 bonds designated as green bond by Kestrel. This milestone mitigates nearly one-third of the refinancing risk with still three years still left to refund the initial bank loan. A portion of the issuance (USD 800 million) was insured by Assured Guaranty Municipal Corp. (“AGM”). JFK NTO, in the course of its ongoing business operations, continues monitoring the refinancing market for its bank facility and may refinance any outstanding amounts thereunder when market conditions are deemed appropriate by the lessee (Note 3.5.3).

In connection with this transaction, the Ferrovial agreed with Carlyle Group on the payment of earn-out consideration should Carlyle divest its outstanding 4% interest in Mars NTO LLC. This earn-out payment would be triggered either if Carlyle transfers its stake to a third party or to Ferrovial. This payment depends on the value creation by the project. An estimation of the earn-out payment was included in our valuation of the investment as presented in the audited financial statements. Any future changes in the valuation of the earn-out may affect our results.

In addition, a call/put option was agreed between Carlyle Group and Ferrovial over the shares that the former indirectly holds in the project. It is exercisable by Carlyle from June 2028 to June 2032 and by Ferrovial from January 2031 to June 2034. The strike price will be based on an estimate of the fair value at the exercise date. The call/put option does not meet the requirements included in the definition of a liability.

As required by IFRS 10, the shareholder agreements and the other project contracts were analyzed and the conclusion was drawn that the qualified majorities and minority shareholders’ veto rights set out in the aforementioned agreements for the approval of most of the relevant decisions means that they must be taken, de facto, with the agreement of the other shareholders, entailing a situation of joint control. As it is a joint venture, the ownership interest in the project is consolidated using the equity method, in accordance with IFRS 11.

On a different note, the analysis of the concession agreement with the Port Authority indicates that it comes under the scope of IFRIC 12 for the intangible asset model, since there are no secured payments (see point 1.3.3.2. which details the treatment of this type of concessions). Therefore, the costs incurred during the construction phase are mostly capitalized and carried as intangible assets to be amortized during the operating phase, which will end in 2060.

Acquisition and takeover of Dalaman International Airport

a. Description of the transaction

On July 19, 2022, the Group acquired 60% of the voting shares in YDA Havalimanı (Dalaman International Airport) as part of the strategy of diversifying the airport portfolio when growth opportunities are identified. This Turkish company was awarded the concession agreement to refurbish and operate Dalaman International Airport. The total nominal price stood at EUR 144 million, of which EUR 119.2 million was paid as of December 2022. A further EUR 15.2 million relates to a deferred payment made in October 2023, and the remaining EUR 9.9 million corresponds to the earn-out, that was paid in December 2023.

The YDA Group, which currently holds a 40% stake, was awarded the 28-year concession to operate the airport until 2042.

Fees per passenger are set and collected in euros under the concession agreement; also, the financing agreements are denominated in euros, therefore, Dalaman’s airport functional currency is euro.

The acquisition of the 60% stake means that Ferrovial holds the majority of voting rights on the concession operator’s Board and can therefore direct its relevant activities. Therefore, Ferrovial has control over the company in accordance with IFRS 10, paragraph 10. Accordingly, the ownership interest in the concession company is fully consolidated.

F-17

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

b. Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of Dalaman Airport as at the date of acquisition were the following (for simplicity, the June 30, 2022 balance sheet was used, since the effect of 19 days to the transaction date is immaterial):

(Million euro)	FAIR VALUE RECOGNIZED ON ACQUISITION
Property, plant and equipment	1
Intangible assets (Note 3.3.1.)	638
Deferred tax assets	18
TOTAL ASSETS	671
Long-term Borrowings	115
Other long-term payables	281
Short-term borrowings	17
Trade and other payables	18
Deferred tax liability (Note 2.8.3)	46
TOTAL LIABILITIES	476
TOTAL IDENTIFIABLE NET ASSETS AT FAIR VALUE 100%	196
Total identifiable net assets at fair value 60%	117
Goodwill associated with deferred tax liability (Note 3.1.1)	27
PURCHASE CONSIDERATION TRANSFERRED	145

The main fair value adjustments made are explained below:

i. Intangible assets:

It represents the fair value of the concession calculated using the discounted cash-flows resulting from the economic model. The adjustment for the intangible asset identified at the acquisition date stood at EUR 79 million.

ii. Bank borrowings:

In October 2016, the concession company arranged a loan of EUR 162 million from the European Bank for Reconstruction and Development (EBRD) to fund the new international terminal. This loan accrues an interest rate of Euribor plus a spread of +4.2%.

Fair value was calculated by discounting cash flows at a rate representing acquisition date financial conditions. The resulting adjustment reduced the carrying amount of the debt by EUR 9 million.

iii. Tax effects of the transaction

Under paragraphs 19 and 20 of IAS 12, if a balance sheet item is recognized at fair value in a business combination when its tax value has not changed, a deferred tax asset or liability must be recorded. A 20% tax rate was applied, this being the corporate tax rate in Turkey at the acquisition date. The net deferred tax effect was a deferred tax liability of EUR 46 million.

The goodwill recognized on the acquisition stood at EUR 27 million, netting the tax effects resulting from the fair value adjustment on intangible assets and borrowings described above and recognized pursuant to IAS 12.

The carrying amount of other assets and liabilities is equal to their fair value. No contingent assets or liabilities were recognized in relation to this business combination.

In July 2023, the valuation was completed and the fair value of the net assets acquired are considered definitive.

F-18

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

c. Purchase consideration

​	Amount fair value
Shares issued, at fair value	​	104
Deferred payment	​	30
Contingent consideration liability	​	11
TOTAL CONSIDERATION		145

Transaction costs of EUR 3 million were expensed.

d. Contingent consideration

As part of the purchase agreement a contingent consideration was agreed with the previous owner of YDA Group. There would be an additional cash payment to the previous owners if the total number of international passengers departing from Dalaman Airport from the period between October 1, 2021 until September 30, 2023 exceeded the threshold set by the share purchase agreement.

As at the acquisition date, the fair value of the contingent consideration was estimated, determined using the present value technique, to be EUR 11 million. This figure was revised in line with the latest available traffic information (EUR 9.9 million) and was finally paid as of December, 2023, being the difference of both amounts recognized as a financing result through the income statement.

Toll roads

During the year 2023:

Azores toll road

Ferrovial, through its Toll Roads subsidiary, reached an agreement in June 2023 to sell 89.2% of the Azores toll road, in Portugal, to infrastructure funds Horizon and RiverRock. The price of the transaction, which is in line with the company’s asset rotation strategy and was completed on December 28, 2023, reached an initial price of EUR 42.6 million (final price of EUR 43.4 million once adjusted with the ticking fees accrued as from the signing of the sale and purchase agreement)..

The sale has provided EUR 39 million before taxes in capital gains for Ferrovial (reported in the income statement under Impairment and disposal of fixed assets). Ferrovial will continue to provide technical services to the concession company for two years, which may be extended by mutual agreement.

During the year 2022:

Ferrovial, through its toll road subsidiary Cintra acquired a further 7.135% interest in the I-77 toll road in North Carolina, USA in November 2022. The transaction was valued at USD 109 million (EUR 104 million). Ferrovial’s stake in the asset has thus increased from 65.1% to 72.24%. Since the Company was already fully consolidating this asset, the difference between the price paid and the book value of the acquired stake was recorded against the reserves of the parent company (EUR -88 million) and by reducing the amount of minority interests (EUR -15 million as per Note 5.1.1).

During the year 2021:

I-66 acquisition and takeover

a. Description of the transaction

Cintra, a Ferrovial subsidiary and the indirect owner of 50% of the concession operator I-66 Express Mobility Partners Hold. LLC (I-66), acquired an additional 5.704% ownership interest in that company for USD 182 million (approximately EUR 162 million) on 17 December 2021, together with a commitment to inject additional capital until construction phase completion (EUR 36 million, approximately). Payment was made in cash.

As a result, Ferrovial’s total shareholding stands at 55.704% of the concession awarded by the Virginia Transport Department. It is a transformation project to design, build, finance, operate and maintain the 36-km I-66 toll road. Construction was completed at the end of 2022 and the toll road has been operational since then.

F-19

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

The acquisition of this additional ownership interest means that Ferrovial holds the majority of voting rights on the concession operator’s Board and can therefore direct its relevant activities. Since then, Ferrovial has had control of the company pursuant to IFRS 10, paragraph 10. Consequently, the interest in the concession operator, which was equity-accounted, is now fully consolidated.

On taking control of the company and in accordance with IFRS 3.42, the equity-accounted interest (50%) was derecognized and measured at fair value, a capital gain being recorded in the amount of the difference.

Fair value was calculated by extrapolating the price offered by a third party to purchase 10% of the shares, which was accepted by all the minority shareholders, to all the shares. In addition, a control premium estimated at 2% was added on top of that extrapolated value. The fair value of the prior 50% interest calculated as described stood at EUR 1,448 million (USD 1,628 million), including the control premium.

This valuation entailed recognizing a gain of EUR 1,101 million in the amount of the difference between the fair value of Ferrovial’s pre-existing 50% ownership interest in the company (EUR 1,448 million) and its carrying amount (EUR 348 million); this gain was recognized in “Impairment and disposals of fixed assets”.

Ferrovial also recorded an additional gain on the sale of EUR 16 million corresponding to the I-66 related currency translation differences that existed at the date of the transaction, that pursuant to IFRS 3 and IAS 28 were reclassified to the income statement under the heading impairment and disposals of fixed assets. Therefore, the total result of the operation reached EUR 1,117 million.

b. Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of the concession operator I-66 Express Mobility Partners Hold. as at the date of acquisition the additional 5.704% ownership interest in that company were (for simplicity, the November balance sheet was used, since the effect of 17 days to the transaction date is immaterial):

(Million euro)	FAIR VALUE RECOGNIZED ON ACQUISITION
NON-CURRENT ASSETS	4,432
Fixed assets in infrastructure projects (Note 3.3)	4,432
CURRENT ASSETS	109
Receivables	108
Cash and cash equivalents	1
TOTAL ASSETS	4,542
NON-CURRENT LIABILITIES	1,527
Long-term borrowings	1,527
CURRENT LIABILITIES	118
Short-term borrowings	27
Trade and other payables	90
TOTAL LIABILITIES	1,654
TOTAL IDENTIFIABLE NET ASSETS AT FAIR VALUE	2,897

The fair value of the trade receivables amounted to EUR 108 million and it was expected that the full contractual amounts would be collected.

The fair value adjustments are briefly explained below:

a.

Fixed assets in infrastructure projects: The fair value of this asset was calculated using the discounted cash-flows resulting from the economic model, reaching EUR 4,432 million.

b.

Deferred grant income. This balance sheet item did not represent an actual liability for the company. Therefore, in accordance with IFRS 3, fair value is deemed to be zero and the amount was adjusted (EUR 65 million).

c.

Borrowings: The concession operator entered into two debt agreements in November 2018 in order to finance the toll road’s construction: a senior loan comprising four fixed-rate listed bonds accruing quarterly interest payments and a subordinated loan obtained under the 1998 Transportation Infrastructure Finance and Innovation Act (TIFIA), which accrues interest of 2.8% per annum. The fair value of the bond debt was calculated based on the quoted price

F-20

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

at the acquisition date. In the case of the TIFIA loans, the fair value was obtained by discounting flows. The resulting adjustment reduced the carrying amount of the debt by EUR 317 million.

d.

The carrying amount of other assets and liabilities was equal to their fair value.

Tax effect of the transaction

The concession operator acquired is taxed under pass-through tax rules, meaning that deferred taxes are only recognized based on the shareholding percentage. According to IAS 12, paragraphs 19 and 20, if a balance sheet item is recognized in a business combination at fair value when the tax base has not changed, deferred tax must be recorded considering the amount of this difference.

The tax effects recognized by the parent company (Cintra 2 I66 Express Mobility Partners LLC) were as follows:

•

Deferred tax liability related to the debt: the fair value adjustment to the debt reached EUR -317 million million, giving rise to a deferred tax liability of EUR 37 million. The deferred tax is being recognized through the income statement as per the debt repayment schedule.

•

Deferred tax liability related to the intangible asset and the deferred income (grant): the fair value adjustment to the intangible asset reached EUR 1,820 million, giving rise to a deferred tax liability of EUR 212 million in the shareholder. Another deferred tax liability of EUR 8 million was also recognized due to the derecognition of deferred income (grant). These taxes are being taken to the income statement as the asset is amortized.

The goodwill recognized on the acquisition reached EUR 254 million, netting the tax effects described above and recognized by the parent company pursuant to IAS 12, paragraph 66.

No goodwill was attributed to non-controlling interests and transaction costs were immaterial.

c. Purchase consideration

​	Amount fair value (EUR)
Shares issued, at fair value	​	162
Commitment to inject additional capital	​	36
TOTAL CONSIDERATION		198

Acquisition of 24.86% of the Indian company IRB Infrastructure Developers Limited

On December, 29 2021, Ferrovial completed the acquisition, through its Dutch subsidiary Cintra INR Investments BV, of 24.86% of the Indian company IRB Infrastructure Developers Limited by subscribing a preferred capital increase. The amount paid reached EUR 369 million. The transaction price was established by considering the average price weighted by the trading volume for the two weeks prior to the closing.

IRB Infrastructure Developers was founded in 1998, is listed on the Bombay Stock Exchange and is one of India’s leading infrastructure companies. It has 24 toll road concessions representing a share of around 20% of the so-called Golden Quadrilateral, the road network that connects the country’s main economic development hubs, with a total of 11,930 kilometers of portfolio toll roads. The most significant assets include the Mumbai-Pune toll road, regarded as one of India’s most important highways. Revenue stood at EUR 828 million in 2023. The company’s construction division, which currently works exclusively for its own concession projects, had a total of 11,930 kilometers of portfolio toll roads (15,444 Km in 2023).

The ownership interest acquired together with Ferrovial’s presence on the Board of Directors, awards Ferrovial significant influence in IRB (IAS 28.5 and 28.6). Consequently, under AS 28.10, the shareholding is equity accounted.

Construction

During the year 2023 and 2022:

There have been no changes in the consolidation scope during 2023 and 2022.

F-21

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

During the year 2021:

In February 2021, Budimex, Ferrovial’s construction subsidiary in Poland, reached an agreement to sell the real estate business carried on through its subsidiary Budimex Nieruchomości. The sale, which was completed in June for the sum of PLN 1,513 million (EUR 330 million, net of transaction costs), entailed recognizing a capital gain, before non-controlling interests, of EUR 107 million on the discontinued operations line.

In addition, at year-end 2020 an agreement was reached with Aberdeen Infrastructure (Holdco) IV B.V to sell the Group’s ownership interest in Urbs Iudex Et Causidicus, S.A – URBICSA – (22%) for EUR 17 million. This transaction was completed in the second quarter of 2021 and entailed recognizing a capital gain of EUR 17 million on the impairment and disposals line.

Services

During the year 2023:

There have been no changes in the consolidation scope during 2023.

During the year 2022:

As explained in the Note 1.1.5 about held-for-sale assets and liabilities and discontinued operations, 2022 saw the completion of the Services business divestment process thanks to the sale of the infrastructure upkeep and maintenance businesses in Spain and the services business in the UK (Amey).

During the year 2021:

As indicated in the notes on results of discontinued operations (Note 2.9), during 2021, sale agreements were reached for the Environmental Services business in Spain and Portugal and for infrastructure maintenance in the oil and gas industry business in the United States.

Energy Infrastructures and Mobility

During the year 2023 and 2022:

There have been no changes in the consolidation scope during 2023 and 2022.

During the year 2021

On September, 20 2021 Ferrovial, through its subsidiary Ferrovial Infraestructuras Energéticas, acquired 100% of the assets of Parque Solar Casilla S.L.U., which held permits to build a 49.9 MWp solar photovoltaic plant in Gerena (Seville). The plant’s energy output matched Ferrovial’s energy consumption in Spain and Portugal and was destined for the wholesale market in this geographic area. The investment amounted to EUR 10.3 million.

In this case, the difference between the price paid (EUR 10.3 million) and the net value of the assets (EUR 1.2 million) was EUR 9.1 million, an amount that was allocated entirely to an intangible asset comprising the permits and licenses obtained by the company to build and operate the plant, which will be amortized over the plant’s lifetime.

1.2 GOING CONCERN EVALUATION

1.2.1 Going concern assessment

Ferrovial began 2024 in a very strong cash position. On December 31, 2023, our cash and cash equivalents of ex-infrastructure project companies reached EUR 4,585 million. Ferrovial also has additional liquidity lines available in the amount of EUR 650 million related to corporate debt, and EUR 139 million related to other borrowings balances at December 31, 2023. It should also be noted that the Group’s short-term assets and liabilities, including cash and debt, show a positive balance at end-December 31, 2023. Ferrovial believes that this strong cash position should be sufficient to comply with its future obligations, including expected shareholder distributions for an accumulated amount of EUR 1.7 billion during the period 2024-2026. Also worthy of note are the expected dividends from infrastructure assets in the existing portfolio (excluding dividends from Heathrow), amounting to EUR 2.2 billion for 2024-2026.

F-22

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

As in prior financial years, in order to conclude as to the Company’s capacity to continue as a going concern, the Group has analyzed future cash needs, focusing on the financial years 2024 and 2025, also including a pessimistic scenario with a series of stress assumptions regarding the Company’s cash flow, most notably:

•

Reduction in dividends from infrastructure project companies in 2024 and 2025 (50% in the case of airports and toll roads and all dividends in the case of energy).

•

Construction business cash flows for 2024 and 2025 projected to fall at around EUR -115 million per annum, explained by worse working capital evolution and lower business profitability.

•

Elimination of the asset divestments expected for the period 2024-2025, including the possible divestment of our current 25% stake in Heathrow Airport and our minority stake in certain financial assets held by toll roads concessions.

•

Contingent capital contributions of around EUR 100 million per annum.

The conclusion drawn from the analysis demonstrates that, although the scenario would entail a deterioration of the Company’s cash position, cash resources would continue to be sufficient to meet commitments. Therefore, based on the available information, no material uncertainties have been identified with respect to events or conditions that could raise significant doubts regarding the Group’s capacity to continue operating under the going concern principle for twelve months following the date these financial statements are signed.

1.3 ACCOUNTING POLICIES

1.3.1. New accounting standards

1.3.1.a) New standards, amendments and interpretations adopted by the IASB and mandatorily applicable for the first time in 2023, 2022 and 2021

At December 31, 2023 none of the standards, interpretations or amendments that are applicable for the first time in the current year have had a significant impact on the measurement, recognition or presentation of any items in the Group’s financial statements. The following paragraphs explain those amendments to the standards that have had an impact on the disclosures in the financial statements.

Disclosure of Accounting Policies

Amendments to IAS 1 and IFRS Practice Statement 2 “Making Materiality Judgements”: The amendments to IAS 1 and IFRS Practice Statement 2 aim to help entities to provide more useful accounting policy disclosures by replacing the requirement to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies, adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The disclosures contained in these financial statements have been reviewed in line with these Amendments to IAS 1 and IFRS Practice Statement 2.

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The amendments to IAS 12 have been introduced in response to the OECD’s Base Erosion and Profit Shifting (BEPS) Pillar Two rules and include:

•

A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and

•

Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements, which apply for annual reporting periods beginning on or after 1 January 2023, have been included in Note 2.7.4.

As stated in Note 1.1.1, these consolidated financial statements have been presented in compliance with IFRS as issued by the IASB and do not present differences with those endorsed by the European Union.

F-23

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12

These amendments narrow the scope or the initial recognition exception under IAS 12, so it no longer applies to transactions that give rise to equal taxable and deductible temporary. Differences”. The impact of these amendments on these financial statements has been immaterial.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

1.3.1.b) New standards, amendments and interpretations mandatorily applicable in financial years after December 31, 2023:

The new standards, amendments and interpretations approved by the IASB but not yet mandatorily applicable at December 31, 2023 that might have an effect on the Group are as follows:

Standards and amendments		Mandatory application: annual periods beginning on or after
Amendment to IAS 1 – Classification of Liabilities as Current or Non-current.	The amendment clarifies a criterion in IAS 1 for classifying a liability as non-current. The requirement for an entity to have the right to defer settlement of the liability for at least twelve months after the reporting period.	1 January 2024
Amendment to IAS 1 – Classification of Liabilities as Non-current Liabilities with Covenants	The amendments improve the information an entity provides when its right to defer settlement of a liability for at least twelve months is subject to compliance with covenants. The amendments also respond to stakeholders’ concerns about the classification of such a liability as current or non-current.	1 January 2024
Amendment to IFRS 16 – Lease Liability in a Sale and Leaseback	Lease Liability in a Sale and Leaseback amends IFRS 16 by adding subsequent measurement requirements for sale and leaseback transactions.	1 January 2024
Amendment to IAS 7 and IFRS 7	It clarifies the characteristics of financing arrangements and introduces new disclosures to help users of financial statements understand the effects of these arrangements on liabilities, cash flows and exposure to liquidity risk.	1 January 2024
Amendment to IAS 21	The amendments clarify how entities should assess whether a currency is convertible and how they should determine the spot rate when there is no convertibility, as well as require disclosures to enable users of financial statements to understand the impact of a currency not being convertible.	1 January 2025

Although the Group is currently analyzing the impact of the above amendments, the preliminary analyses carried out to date do not indicate that first-time adoption will have a material impact on the consolidated financial statements.

1.3.2. Basis of consolidation

In 2023, 2022 and 2021 the reporting dates of the individual financial statements of all the companies included in the consolidation scope were either the same as, or were temporarily brought into line with, that of the parent company. In this regard, in order to calculate the degree of control, joint control or significant influence in each Group company, the consistency of the ownership interest held with the number of votes controlled in each company under their bylaws and shareholder agreements is reviewed.

In the case of business activities with companies in which the existence of joint control is identified, the general basis of consolidation is the equity method. In relation to these jointly controlled businesses, apart from the situations in which there are two venturers, each with a 50% ownership interest, the cases requiring a more in-depth analysis are those relating to infrastructure projects in which Ferrovial is the shareholder with the largest ownership interest (less than or equal to 50%) and has the right to propose the Chief Executive Officer or other executives of the investee, while the other shareholders, mainly infrastructure funds, sit directly on the Board of Directors.

Notable cases in this regard are the ownership interests held in the companies that own the following Toll Road projects (the percentage interest held in each is shown in brackets): 407 ETR (43.23%), Slovakia (35%), Toowoomba (40%) and OSARs (50%), as well as the interest in JFK NTO (49%), which was incorporated into the Airports Division in 2022, as described in point 1.1.4.

Contracts that are undertaken through temporary consortia (JVs) or similar entities that meet the IFRS 11 requirements to be classified as “joint operations” are proportionately consolidated.

It is considered that, in such joint operations, the shareholders have direct control over the assets, liabilities, income and expenses of these entities. In 2023, operations of this nature contributed to the consolidated Group’s assets, profit/(loss)

F-24

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

and revenue totaling EUR 517 million, EUR 36 million and EUR 1,437 million, respectively (EUR 428 million, EUR 40 million and EUR 1,242 million in 2022; and EUR 65 million to the consolidated Group’s assets, EUR 28 million profit/(loss) and EUR 1,127 million revenue in 2021). The following table shows the main joint operations construction projects during 2023:

PROJECT	ACTIVITY	COUNTRY	% SHARE	REVENUE (EUR M)
HS2 Main works	Works on 80 km of the HS2 between Chilterns and Warwickshire, including 15 viaducts, 5 km of green tunnels, 22 km of road diversions.	UK	15%	288.86
Sydney Metro West	Metro design and construction on an 11-kilometres stretch of twin railway tunnels between Sydney Olympic Park and The Bays.	AUSTRALIA	50%	224.33
Riverlinx	Design, construction, financing, operation and maintenance of the Silvertown Tunnel in East London.	UK	50%	158.13
Ontario Transit Group Constructor GP	Design, build and financing of the Ontario Line Subway: Construction of a 6.7 km, seven-station rapid transit system.	CANADA	50%	92.41
Coffs Harbour Bypass	Design and build contract for 14 km of road, three tunnels and a service road.	AUSTRALIA	50%	75.63
Undergrounding of Murcia Station	Burying of the arterial railway network in the city of Murcia. New high-speed railway access to the east. Madrid-Castilla La Mancha-Comunidad Valenciana-Region of Murcia.	SPAIN	50%	68.29
Linha Circular, A.C.E.	Ferrovial will build a new circular metro line in Oporto, the Pink Line, which will be 3.1 kilometers long. The work on the Pink Line includes the construction of four new stations, three ventilation shafts and the installation of the track and catenary.	PORTUGAL	65%	43.43
Linha Amarela, A.C.E.	Construction of the Yellow metro line in Oporto, with a new 3.15-kilometers section of double-track light rail. The work also includes the construction of a viaduct, a 770-meters tunnel and three stations, among other tasks.	PORTUGAL	65%	40.63
Metro Paris Ligne 3A JV	Metro Paris with 6,7 KM tunnel. The work includes building three stations and eight ancillary infrastructures.	FRANCE	50%	14.21
TOTAL	​	​	​	977.46

Finally, the companies over which Ferrovial SE exercises significant influence and which do not meet the requirements of IFRS 11 to be classified as “joint operations” are also equity accounted.

A breakdown of the equity-accounted companies can be found in Note 3.5 and in Appendix I, which also contains a list of subsidiaries and associates.

Intragroup balances and transactions are eliminated on consolidation. However, the transactions recognized in the income statement in relation to construction works undertaken by the Construction Division for infrastructure project concession operators within the group are not eliminated on consolidation, since it is considered that the Group performs work for the concession awarding entity or regulator in exchange for the right to operate the infrastructure under the terms pre-established by the granting entity or regulator.

The awarding entity or regulator thus controls the asset from inception and grants the above-mentioned right in exchange for the work performed and, therefore, it can be concluded that at the Group level, the work is performed for third parties. This approach is in line with IFRIC 12.

The non-elimination of these transactions had an impact of EUR 34 million on the income statement in 2023, after taxes and non-controlling interests (EUR -60 million and EUR 5 million in 2022 and 2021, respectively).

Finally, as regards to transactions for the purchase or sale of a percentage stake that does not lead to any change of control in the company in question, the minority stake is measured at its proportional value of the identifiable net assets of the company being acquired or sold. Changes in a parent’s ownership interest in a subsidiary that do not give rise to a loss of control are equity transactions.

1.3.3. Accounting policies applied to each item in the consolidated statement of financial position and consolidated income statement

Set forth below is a breakdown reflecting only those accounting policies applied by the consolidated Group when preparing these consolidated financial statements that include an option permitted by IFRS or, as the case may be, on the basis of the specific nature of the industry in which it operates or of materiality.

F-25

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

1.3.3.1 Intangible assets, property, plant and equipment and investment property

•

Following initial recognition, “Intangible assets”, and “Property, plant and equipment” are measured at cost less accumulated depreciation and any impairment losses.

•

The straight-line method is used to calculate the depreciation/amortization charge for the assets included under “Intangible assets”, and “Property, plant and equipment”, except in the case of certain machinery in the construction business, which is depreciated using the diminishing balance method.

The consolidated companies depreciate “Property, plant and equipment” over the following useful lives:

​	YEARS OF USEFUL LIFE
Buildings and other structures	10-50
Machinery, installations and tooling	2-25
Furniture and fittings	2-15
Vehicles	3-20
Other fixed assets	2-20

1.3.3.2 Investments in infrastructure projects

This heading includes infrastructure investments made by the project companies within the scope of IFRIC 12 (mainly toll roads), where remuneration consists of an unconditional right to receive cash or other assets, or a right to charge fees for the use of the public infrastructure.

The assets acquired by the concession operator to provide the concession services but which do not form part of the infrastructure (such as vehicles, furniture or computer hardware) are not included under this heading because they do not revert to the concession awarding entity. Assets of this nature are carried under “Property, plant and equipment” and are depreciated over their useful life using a financial method.

IFRIC 12 Intangible asset model assets

All initial investments relating to the infrastructure that subsequently reverts to the awarding entity, including compulsory purchase costs and borrowing costs capitalized during construction, are amortized on the basis of the applicable pattern of consumption in each case (generally traffic forecasts in the case of toll roads) over the term of the concession.

Investments contractually agreed at concession inception on a final and irrevocable basis that will be made at a later date during the concession term, provided they are not investments made to upgrade the infrastructure, are treated as initial investments. For investments of this kind, an asset and an initial liability are recognized for the present value of the future investment, applying a discount rate equal to the borrowing costs associated with the project to calculate present value. The asset is amortized based on the pattern of consumption over the entire term of the concession and the provision is updated to reflect interest expense until the investment is made.

Where a payment is made to the awarding entity to obtain the right to operate the concession, this amount is also amortized based on the pattern of consumption over the concession term.

A provision is recognized systematically for replacement investments over the period in which the related obligations accrue and must be fully funded by the time the replacement becomes operational. The provision is recognized based on the pattern of consumption over the period in which the obligation accrues using a financial method.

Infrastructure upgrade investments are those that increase the infrastructure’s capacity to generate revenue or reduce its costs. In the case of investments that will be recovered over the concession term, since the upgrade investments increase the capacity of the infrastructure, they are treated as an extension of the right granted and, therefore, they are recognized in the balance sheet when they come into service. They are amortized as from the date on which they come into service based on the difference in the pattern of consumption arising from the increase in capacity.

However, if, on the basis of the terms and conditions of the concession, these investments will not be recovered by the possibility of obtaining increased revenue from the date on which they are made, a provision is recognized for the best estimate of the present value of the cash outflow required to settle the obligations related to the investment that will not be

F-26

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

offset by the possibility of obtaining increased revenue from the date on which the investments are made. The balancing entry is an increase in the asset’s acquisition cost.

In case that just part of the upgrade is expected to be recovered through an increase in future revenue, the general accounting treatment used for investments that will be recovered over the concession term will be applied. The main assumptions employed in relation to these arrangements relate to traffic and replacement investment estimates, which are updated each year by the technical departments.

Set out below is a breakdown of the main concession agreements in force to which the intangible asset model is applied for both toll roads and airports, highlighting the aforementioned acquisitions of Dalaman International Airport and the New Terminal One at JFK NTO in 2022 (see Note 1.1.6) showing the term, status and consolidation method:

Intangible asset model concessions

CONCESSION OPERATOR	COUNTRY	STATUS	START YEAR (*)	END YEAR	CONSOL. METHOD
407 International Inc.	USA	Operation	1,999	2,098	Equity consolidation
NTE Mobility Partners, LLC	USA	Operation	2,014	2,061	Full consolidation
NTE Mobility Partners Seg 3 LLC	USA	Operation	2,018	2,061	Full consolidation
LBJ Infr. Group LLC	USA	Operation	2,014	2,061	Full consolidation
I-66 Mobility Partners LLC	USA	Operation	2,016	2,066	Full consolidation
I-77 Mobility Partners LLC	USA	Operation	2,019	2,069	Full consolidation
Eurolink Motorway Operations (M4-M6)	Ireland	Operation	2,005	2,033	Equity consolidation
Autopista Terrassa Manresa, S.A.	Spain	Operation	1,989	2,036	Full consolidation
Autovía de Aragón, S.A. (**)	Spain	Operation	2,007	2,026	Full consolidation
Dalaman International Airport	Turkey	Operation	2,022	2,042	Full consolidation
JFK NTO LLC	USA	Construction	2,022	2,060	Equity method

(*) First year of the concession (if in service) or year construction began (if it is in the construction phase).

(**) In 2021, the maintenance and operation contract for the A2 Highway section was classified as a continuing operation.

IFRIC 12 Financial asset model assets

This heading reflects service concession arrangements related to infrastructures in which the consideration consists of an unconditional contractual right to receive cash or another financial asset, either because the awarding entity guarantees payment of specific amounts or because it guarantees recovery of the shortfall between amounts received from public service users and the specified amounts. Therefore, these are concession agreements in which demand risk is borne in full by the awarding entity. In such cases, the amount due from the awarding entity is accounted for as a financial asset in the balance sheet.

To calculate the amount due from the grantor, the value of the construction, operation and/or maintenance services provided and the financial return in arrangements of this nature are taken into consideration.

Revenue from the services (mainly construction and maintenance) provided in each period increases the amount of the related receivables with a balancing entry in sales. The financial return on the consideration for the services provided also increases the amount of the receivables with a balancing entry in sales. Amounts received from the grantor reduce the total receivable with a balancing entry in cash.

This financial return from such concessions is recognized as revenue, since it forms part of the concession activity and is accrued on a regular, periodic basis.

At December 31, 2023, 2022 and 2020, financial returns recognized as revenue amounted to EUR 10 million, EUR 10 million and EUR 18 million, respectively.

Also, the borrowing costs associated with the financing of concessions to which the financial asset model is applied amounted to EUR 7 million in 2023, EUR 9 million in 2022 and EUR 12 million in 2021.

F-27

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

The main concession contracts that apply the financial asset model correspond to the Construction and Waste Treatment businesses (Thalia):

CONCESSION OPERATOR	COUNTRY	STATUS	START YEAR (*)	END YEAR	CONSO. METHOD
Concesionaria de Prisiones Lledoners	Spain	Operation	2008	2038	Full consolidation
Depusa Aragón, S.A.	Spain	Operation	2017	2037	Full consolidation
Wroclaw Budimex Car Park	Poland	Operation	2012	2042	Full consolidation
UK Waste Treatment (Thalia)	UK	Operation	2008	2036	Full consolidation

(*) First year of operation (if the project is in operational status) or First year of concession/construction period (if the project is in the construction phase).

In addition, within the companies accounted for by the equity method, the following toll road concession contracts also apply the account receivable model:

CONCESSION OPERATOR	COUNTRY	STATUS	START YEAR (*)	END YEAR	CONSOL. METHOD
Eurolink M3	Ireland	Operation	2010	2052	Equity consolidation
A66 Benavente – Zamora	Spain	Operation	2015	2042	Equity consolidation
407 East Extension	Canada	Operation	2016	2045	Equity consolidation
Scot Roads Partnership Project Limited	UK	Operation	2017	2047	Equity consolidation
Nexus Infr. Unit Trust (Toowoomba)	Australia	Operation	2019	2043	Equity consolidation
Blackbird Infr. Group (407 East Phase 2)	Canada	Operation	2019	2047	Equity consolidation
Ruta del Cacao S.A.S	Colombia	Construction	2015	2040	Equity consolidation
Zero Bypass Ltd.	Slovakia	Operation	2016	2050	Equity consolidation
Netflow OSARs Western	Australia	Construction	2017	2040	Equity consolidation
Riverlinx, Ltd.	UK	Construction	2019	2050	Equity consolidation

(*) First year of the concession (if in service) or year construction began (if it is in the construction phase).

1.3.3.3 Other balance sheet and income statement items

Goodwill

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed).

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment losses recognised in prior periods are not reversed.

Impairment and disposal of fixed and intangible assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indicator exists, the asset’s recoverable amount is compared with its carrying value (i.e. net of accumulated depreciation). A provision for impairment is recognized in the income statement if the recoverable amount is lower than the carrying value. The provision is reversed in future years if the recoverable amount exceeds the carrying value.

The Group also assesses at the end of each reporting period whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist.

The line “Impairment and disposal of fixed assets” primarily includes asset impairment and gains or losses on the purchase, sale and disposal of investments in Group companies and associates. When any such acquisitions or disposals of assets results in a takeover or loss of control, the capital gain relating to the updating of the fair value in respect of the stake maintained is recognized in the column showing fair value adjustments.

Inventories

Inventories are valued at the lower of cost and net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

F-28

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

The Group also recognizes in this caption bidding and mobilization costs directly related to the contracts with customers (Note 1.3.3.4).

Leases

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets which are expensed. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets (Note 2.2).

The Group recognizes right-of-use assets at lease inception (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.

The Group applies the exception set forth in the IFRS 16 paragraph 5(a), based on which leases that have a term of less than twelve months are treated as operating leases.

Taxes

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 and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

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

Deferred tax assets are recognized for the carryforward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized.

Deferred tax assets and liabilities are not offset in these financial statements, as Ferrovial’s subsidiaries do not have a clear intention to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities simultaneously.

Cash and cash equivalents of infrastructure project companies: Restricted cash (Note 5.2.1)

This heading includes investments of the same type and maturity that are assigned to the financing of infrastructure projects, the availability of which is restricted under the financing contracts as security to cover certain obligations relating to the interest or principal on the borrowings and to infrastructure maintenance and operation.

Fair value measurement

When measuring derivatives, the credit risk of the parties to the agreement is taken into account. The impact of credit risk will be taken to the income statement unless the derivatives qualify as effective cash flow hedges, in which case the effect will be recognized in reserves.

The Group uses appropriate measurement methods based on the circumstances and on the volume of inputs available for each item, attempting to maximize the use of relevant observable inputs and avoiding the use of unobservable inputs. According to IFRS 13, the Group establishes a fair value band that categorizes the inputs to measurement methods used to measure fair value into the following three levels:

•

Level 1: Quoted prices for identical assets or liabilities.

F-29

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

•

Level 2: Inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly.

•

Level 3: Unobservable market inputs for the asset or liability.

As explained in Note 5.5, Financial derivatives, all the Group’s financial derivatives are categorized as Level 2.

Financial instruments

Impairment of financial assets

Ferrovial applies IFRS 9 which is based on an expected loss model whereby the loss provision is calculated based on the coming 12-month or lifetime expected losses for the financial instruments, depending on the significance of the related increase in risk.

This model applies to all financial assets, including commercial assets contracted under IFRS 15, non-trade assets and receivables under the IFRIC 12 model. For this calculation, the Group has developed a method whereby certain rates are applied to financial asset balances that reflect expected credit losses based on the credit profile of the counterparty (the customer, in the case of trade and other receivables and the awarding entity for financial assets under IFRIC 12).

These percentages reflect probability of default (receivables not being cashed) and loss in case default materializes.

The assignment of ratings and rate trends is overseen by the financial risk department, which performs an update at each year-end based on credit risks. If during the analysis a significant increase in risk is identified with respect to that initially recognized, the expected loss is calculated considering lifetime probability of default.

The Group applies the simplified approach to trade and other receivables. In order to calculate expected loss, an average rating is obtained for customers by business and geographic area and is used to generate the rates to be applied to the balances, depending on whether the customer is a public or private entity and on its business sector (only in the case of private sector customers).

Moreover, if the customer is declared insolvent, a claim is filed against it or it defaults on payment, a breach is deemed to have occurred and the entire trade receivable will be provisioned. To this end, the Group has defined payment periods per type of customer that trigger a breach and thus the posting of a provision.

In the case of receivables under the IFRIC 12 model (Note 3.3.2), the expected loss provision is calculated individually for each asset based on the awarding entity’s credit quality. If the credit risk has not increased significantly, the calculation will be made based on the same amount as the expected credit losses over the next 12 months. The risk is deemed not to have increased significantly if the awarding entity has a rating above investment grade and has maintained this level since initial recognition.

Classification and measurement of financial assets

Under IFRS 9, the classification and measurement method are based on two aspects: the characteristics of the contractual cash flows from the financial asset and the entity’s business approach to managing financial assets.

This entails three potential measurement methods: amortized cost, fair value through other comprehensive income (equity) and fair value through profit or loss. The Group’s financial assets are mainly assets held to maturity, the cash flows of which only comprise payments of principal and interest, so financial assets are carried at amortized cost. It should be noted that there is an option to report fair value changes in other comprehensive income from the outset in the case of equity instruments measured by default at fair value through profit or loss. This decision is irrevocable and must be made for each individual asset.

IFRS 9 attempts to align hedge accounting more closely with risk management, and the new requirements establish a principle-based approach.

Other equity instruments

These are perpetual bonds with payment at the discretion of the party that issues the coupon in question. They do not meet the conditions to be considered as a financial liability for accounting purposes, because they do not include any contractual obligation to make payment in the form of cash or any other financial asset, nor do they include any obligation to exchange financial assets or liabilities. They are therefore entered as part of the company’s equity, in other equity instruments.

F-30

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Non-refundable grants related to assets

Non-repayable capital grants are measured at the amount granted under “Deferred income” ​(Note 6.1) in the consolidated statement of financial position and are progressively released to the income statement in proportion to the depreciation charged during the year on the assets financed by the grants. From a cash flow standpoint, the investments made are presented separately from the non-refundable grants received during the year.

Trade payables

The heading “Trade payables” also includes the a liability to pay for goods or services acquired from suppliers under reverse factoring arrangements with banks.

These balances are classified as trade payables and the related payments as cash flows from operating activities in line with IAS 1, as they are part of the working capital used in the entity’s normal operating cycle. Payments are made to the banks on the same terms agreed with the suppliers and with no extensions beyond the due dates agreed with the suppliers, and there are no special guarantees securing the payments to be made.

Provisions

This heading includes provisions covering risks arising in the course of business (see Note 6.3). The accounting treatment of each type of provision is as follows:

i.

Litigation provisions and taxes: These provisions are recognized and reversed against operating profit/(loss), against net financial income/(expense) and/or against corporate income tax, depending on the nature of the tax for which the provision has been recognized (penalties, related interest, and/or contested tax assessments).

ii.

Provisions for replacements under IFRIC 12: These provisions are recognized and reversed against depreciation charged during the period in which the obligations accrue, until the replacement becomes operational. The net depreciation charges amounted to EUR -6 million and EUR 28 million in 2022 and 2021, respectively.

iii.

Provisions for other long-term risks: They are recognized and reversed against changes to provisions in operating profit/(loss), as and when the landfill closure costs are incurred

iv.

Trade provisions: These provisions are recognized and reversed against changes to provisions in operating profit/​(loss).

Share-based remuneration schemes

Share-based remuneration scheme are accounted for as a future and therefore the value of the foreseeable dividends up to the date is discounted to the value of the shares at the grant date using a rate of return equal to the average cost of borrowings over the share award period.

Related party transactions

In relation to the disclosures on transactions that the Company (or Group companies) completes with related parties, International Accounting Standard 24 (“IAS 24”) must be taken into consideration.

Paragraph 3 of the above-mentioned IAS 24 requires the disclosure of information on related-party transactions, outstanding transactions and balances (including commitments) in a parent company’s consolidated and separate financial statements and in the individual financial statements. Paragraph 9 defines all transfers of resources, services or obligations between the reporting entity and a related party as related-party transactions, regardless of whether or not any consideration is paid (see Note 6.8).

1.3.3.4 Revenue recognition

Ferrovial has a common revenue recognition policy adapted to IFRS 15 “Revenue from contracts with customers” so as to ensure a consistent approach across all lines of business.

i) General revenue recognition approach

The first step in the revenue recognition process involves identifying the relevant contracts and the performance obligations that they contain.

F-31

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

A single performance obligation is generally identified in construction contracts due to the high degree of integration and customization of the various goods and services forming a combined output that is transferred to the customer over time.

In general, performance obligations in Construction activities carried out by Ferrovial are satisfied over time rather than at a point in time, since the customer simultaneously receives and consumes the benefits of the Company’s work as the service is provided.

As regards the approach to recognizing revenue over time (a way of measuring the progress of a performance obligation), Ferrovial has established certain criteria that are applied consistently to similar performance obligations.

In this regard, the Group has chosen the output method as its preferred approach when measuring goods and services the control of which is transferred to the customer over time.

In contracts for goods and services that are different but closely interrelated when making a combined product, which often occurs under construction contracts, the applicable output method consists of measuring the work carried out or surveying performance completed to date, in which the revenue recognized reflects the work units executed and the unit price. Under this method, the units completed under each contract are measured and the relevant output is recognized as revenue.

Costs of works or services are recognized on an accrual basis, expensing amounts actually incurred (Note 1.3.3.4.iv on provisions for deferred expenses).

For recurring and routine services (involving substantially the same services) such as maintenance, showing the same pattern over time and remuneration consisting of a recurring fixed amount over the contract term (e.g. monthly or annual payments), such that the customer benefits from the services as they are provided, the Group opted for the time-elapsed output method to recognize revenue. Under this method, revenue is recognized on a straight-line basis over the term of the contract and costs are recognized on an accrual basis.

The costs-incurred input method only is applied to contracts that are not for recurring and routine services and for which the unit price of the units to be executed cannot be determined. Under this method, the Company recognizes revenue based on costs incurred as a percentage of the total costs forecast to complete the work, taking account of the expected profit margins for the whole project, based on the most recently updated budget.

This method entails measuring the costs incurred as a result of the work completed to date as a proportion of the total costs forecast and recognizing them as revenue in proportion to the total revenues expected.

As indicated above, this method only applies to lump-sum construction or service contracts in which it is not possible to break down the price and the measurement of units to be completed.

Finally, as regards determining whether the Company acts as a principal or agent in relation to its contractual performance obligations, Ferrovial is the principal in both construction and service contracts if it provides goods and services directly to the customer and transfers control of them without involving intermediaries.

In the case of concession agreements in which Ferrovial both builds and operates the infrastructure, the construction company is the principal if it is ultimately responsible for fulfilling the contractual obligation to execute the work in accordance with the concession agreement specifications and therefore assumes the consequences in the event of a claim or delay. Revenues and results of those construction services are therefore recognized by the Construction Division. Conversely, the concession company acts as an agent in connection with the construction performance obligation and does not therefore recognize revenues or results in this regard.

ii) Recognition of revenue from contract modifications, claims and disputes

Modifications are understood as changes to the initial contract’s scope of works that could result in a change to the contract revenues. Changes to the initial contract require the customer’s technical and financial approval prior to the issuance of billings and collection of the amounts relating to additional work.

The Group generally does not recognize any revenue from such additional work until it has been approved by the customer. When the scope of work has been approved but the impact on revenue has yet to be valued, the “variable consideration” requirement (as explained below) will apply. This entails recognizing revenue in an amount that is highly unlikely to be reversed.

F-32

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Any costs associated with the units completed or services rendered will be recognized when they are incurred, regardless of whether or not the modification has been approved.

A claim is a request for payment or compensation to the customer (e.g., compensation events, reimbursement of costs, legally mandated inflation adjustment) subject to an application procedure directly to the customer. The general criterion followed by the Group is not to recognize revenue until the request has been approved by the customer. In the event that the work is approved but the valuation is pending, the requirement mentioned below for the case of “variable consideration” in accordance with IFRS 15 is applied, recording the amount for which it is highly probable that there will not be a significant reversal. This treatment is also applied in exceptional cases where no approval has been received from the customer, recording revenue provided there is a legal report justifying that the disputed rights are clearly enforceable, as well as a technical report supporting the technical basis of the request or claim in question and approval from the Division’s CFO and General Counsel.

A dispute is the result of an incident of non- compliance or rejection after a claim has been made to the customer under the terms of the contract, the result of which is pending in a procedure being pursued directly with the customer or in court or arbitration proceedings.

In line with the criteria followed by the Group, in the event that the revenues relating to a dispute in which the enforceability of the amount being claimed are in doubt, these revenues will not be recognized and any amount recognized earlier will be cancelled, since the dispute shows that the customer has not given its approval for the completed work.

In the event that the customer questions the value of the work completed, revenues will be recognized on the basis of the criteria applied in cases of “variable consideration”, as explained below.

Only in cases in which a legal report confirms that the rights forming the subject of the dispute are clearly enforceable and, therefore, at least the costs directly associated with the service relating to the dispute are recoverable, revenues may be recognized up to the maximum amount of the costs incurred.

iii) Determination of the transaction price

The transaction price must allocate a price to each performance obligation (or distinct good or service) in an amount that represents the consideration to which the entity expects to be entitled in exchange for the transfer of committed goods or services to the customer. To this end, the transaction price of each performance obligation identified in the contract is allocated as a separate selling price in relative terms.

The best evidence of a separate selling price is the observable price of a good or service when the company sells that good or service separately in similar circumstances and to similar customers.

Variable consideration

If the consideration promised in a contract includes a variable amount, this amount is recognized only to the extent that it is highly probable that a significant reversal in the amount recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For example, it is stipulated that a bonus may only be recognized once a high percentage of completion of the contract has been reached.

Financing component

In general, when more than one year elapses between the date on which the good or service is delivered and the date on which the customer is expected to make payment, an implicit financing component is included when calculating the price of a performance obligation. This component is treated as financial income.

Where a performance obligation relates to a period of less than one year between the date on which the company transfers a good and the date on which the customer makes payment, the practical expedient permitted by the accounting standard is applied to avoid adjusting the amount of the consideration.

In cases in which there is a contractual or legal right to charge late-payment interest based on the contractually agreed terms, the late-payment interest is only recognized when it is highly probable that it will be effectively received.

F-33

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

iv) Balance sheet items related to revenue recognition

Completed work pending certification/work certified in advance

Unlike revenue recognition, amounts billed to the customer are based on the various milestones reached under the contract and on acknowledgement thereof by the customer by means of a contractual document referred to as a progress billing certificate. Therefore, the amounts recognized as revenue for a given year do not necessarily match those billed to or certified by the customer.

For contracts in which the revenue recognized exceeds the amount billed or certified, the difference is recognized in an asset account named “Completed work pending certification” ​(as a contract asset) under “Trade receivables for sales and services”, while for contracts in which the revenue recognized is lower than the amount billed or certified, the difference is recognized in a liability account named “Work certified in advance” ​(as a contract liability) under “Short-term trade and other payables”.

Bidding and mobilization costs

In addition to the balance sheet items described above, the Group also recognizes assets reflecting costs of obtaining contracts (bidding costs), costs incurred to fulfil contracts or start-up costs (mobilization costs) directly related to the main contract, provided they are recoverable during the performance of the contract. These balances are included in a separate asset account in the balance sheet under “Inventories” ​(Note 4.1).

Bidding costs are only capitalized when they are directly related to a contract, it is probable that they will be recovered in the future and the contract has been awarded or the company has been selected as preferred bidder.

Bidding costs incurred before a contract is awarded or the contractor selected as preferred bidder are recognized as an expense, unless they are explicitly recoverable from the customer in any event (whether or not the contract is obtained). They are amortized systematically as the goods and services related to the asset are transferred to the customer.

Any costs that are necessary to start up a contract or mobilization costs are capitalized whenever it is probable that they will be recoverable in the future, excluding any expenses that would have been incurred if the contract had not been obtained. They expensed based on the proportion of actual output to estimated output under each contract. Otherwise, they are taken directly to the income statement.

v) Provisions for contracts with customers

The main provisions relating to contracts with customers are provisions for deferred expenses and for budgeted losses.

•

Provisions for deferred expenses. They cover expenses that are expected to be incurred at contract close-out, such as for the removal of construction machinery or decommissioning, as well as estimated repairs to be carried out during the warranty period. These provisions reflect an existing obligation stipulated in the contract on the basis of which the company is likely to allocate resources to satisfy the obligation, the amount of which can be reliably estimated. The provisions are based on the best available information. They may be calculated as a percentage of the total revenue expected from the contract, if there is historical information for similar contracts.

Warranty obligations included in this type of provisions are not treated as a separate performance obligation, unless the customer has the option of contracting the warranty separately, therefore they are recognized in accordance with IAS 37.

These provisions are classified as current liabilities since they relate to the operating construction projects cycle, in line with IFRS 1.

•

Provisions for budgeted losses. These provisions are recognized when it becomes apparent that the total costs expected to fulfil a contract exceed expected contract revenues. For the purpose of determining, where appropriate, the amount of the provision, budgeted contract revenue will include the forecast revenue that is considered probable, in line with IAS 37 (paragraph 14 (b) as well as incremental costs and those directly related to the contract. General costs are not directly attributable to a contract and are therefore excluded from the calculation unless they are explicitly passed on to the counterparty in accordance with the contract, in line with paragraph 68 (a) of IAS 37.

This differs from the IFRS 15 approach described above in Note 1.3.3.4 “Revenue recognition”, according to which revenue is only recognized when considered highly probable.

F-34

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Should the total profit expected from a contract be lower than the amount recognized applying the above-mentioned revenue recognition approach, the difference is reflected as a negative margin provision.

vi) Segment-specific revenue recognition approach

Construction business

As mentioned previously, the Group has chosen the survey of performance output method as its preferred approach, which is applied provided that progress can be measured, and a price has been allocated to each work unit.

The input method may only be applied to contracts for which the unit price for the units to be completed cannot be determined.

Toll roads business

The contracts included in this line of business are accounted for in accordance with IFRIC 12, which provides for the classification of contract assets on the basis of the intangible asset model and the financial asset model (mixed models could also be applied) (Note 1.3.3.2).

In the case of contracts classified as intangible assets, the customer is the infrastructure user and therefore each use of the infrastructure by users is deemed a performance obligation and the revenue is recognized at a point in time. In the case of contracts accounted for using the financial asset model, in which the public administration is the customer, revenue recognition depends on the various services provided (e.g. operation or maintenance), which are recognized as separate performance obligations to which market prices must be allocated.

Where a separate selling price is not directly observable, the best possible estimate is employed, applying the forecast business margin.

As mentioned above in point 1.3.3.4.i, in the case of concession agreements in which Ferrovial both builds and operates the infrastructure, the construction company is the principal if it is ultimately responsible for fulfilling the contractual obligation to execute the work in accordance with the concession agreement specifications and therefore assumes the consequences in the event of a claim or delay.

Airports business

Airport operations. Services rendered to the customer (airlines or airport users) are short-term services in which revenues are recognized at a point in time.

Airport construction. There is only one concession in the Airports business division, JFK NTO LLC, which assets are currently under construction. JFK NTO LLC is accounted for as an equity investee. JFK NTO LLC has subcontracted the airport’s construction works to an external company and concluded that it is acting as an agent in relation to the construction performance obligation as, in management’s view, it is not ultimately responsible for fulfilling the construction services and bearing the related risks. JFK NTO LLC recognizes revenue related to its role as an agent.

Energy Infrastructures and Mobility business

These contracts cover a number of services that are substantially the same and are transferred based on the same pattern. The monthly rate reflects the value of the services rendered. This type of contract includes a single performance obligation that is transferred over time for which revenues are recognized using the output method.

1.3.3.5 Non-current assets held for sale

Non-current assets are classified as assets held for sale if it is considered that their carrying amount will be recovered when sold, rather than via continued use.

This condition is only met when the sale is actively being worked on and is highly probable, and the asset is available for immediate sale in its current condition, and the sale is likely to be completed in the space of one year from the classification date. The period may be extended if the delay is caused by circumstances beyond the company’s control and there is sufficient evidence of the commitment to the sales plan.

F-35

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

The total for these assets is carried on one line at the lower of carrying amount and fair value less costs to sell. They are not depreciated as from the date of classification as held for sale. The profit/(loss) contributed by these assets to the Group’s consolidated profit/(loss) is recognized by nature in the income statement.

An entity that is committed to a sale plan entailing the loss of control of a subsidiary will classify all that subsidiary’s assets and liabilities as held for sale when the requirements indicated in the previous paragraph are met, irrespective of whether or not the entity retains a non-controlling interest in its former subsidiary following the sale.

Unlike the discontinued operations, results arising from held-for- sale assets are still reported on the corresponding income statement headings as they are not a business segment or activity.

1.3.3.6 Discontinued operations

Discontinued operations are those that have been sold or otherwise disposed of, or have been classified as held for sale and represent a full segment for the consolidated Group, or form part of a single plan or relate to a subsidiary acquired solely for resale.

The profit/(loss) generated from discontinued operations, for both the current financial year and the comparative periods, is presented on a specific line in the income statement net of taxes, as the total of the follow amounts:

•

Profit/(loss) from the discontinued operations after tax.

•

Profit/(loss) after tax recognized at fair value less costs to sell, or at divestment value.

Cash flow statement includes the cash flow figures relating to discontinued activities, adjusting in the line “Change in cash and cash equivalents from discontinued operations”, so that the “variation of cash and cash equivalents” finally matches with that of the balance sheet. The cash flow disclosures in Note 5.3, which explains the change in cash and cash equivalents, has been prepared using the same criteria.

1.3.4 Accounting estimates and judgments

These financial statements are prepared in accordance with IFRS-IASB, which require the use of estimates, judgments and assumptions that affect the carrying amount of assets and liabilities, the disclosure of contingent assets and liabilities and the amount of income and expenses recognized. The estimates and associated assumptions are based on management’s best judgement of aspects that are known when the financial statements are prepared, on historical experience and on any other factor that is deemed to be relevant.

The estimations of items for which there is a risk that a material difference could arise in the future in respect of the carrying amounts of assets and liabilities, involves significant analysis and estimation and requires management to make judgments when determining the assumptions, as discussed in the following paragraphs:

i) Revenue from long-term construction contracts with customers (Note 1.3.3.4), particularly as regards to:

•

Application of the output method to recognize revenue over time, measuring the work carried out by surveying performance completed to date, in which the revenue recognized reflects the work units executed. Under this method, the units completed in each contract are the basis used to recognize revenue. Those units are calculated by each project team based on the technical progress made up to the financial statements date. The revenue recognized reflects the work units executed valued applying the unit price established in the contract.

•

Application of the input method to recognize revenue over time on those contracts where the output method cannot be applied, estimating the total costs forecast to complete the work, using most recent contract budgets approved for each project by the relevant members of management, making assumptions on future prices of materials and subcontractors’ work. Prices included in future materials supply arrangements and subcontractors’ contracts are used. In case no supply contracts are in place, materials or subcontractors’ costs are calculated based on market evidence or supply arrangements recently signed for other contracts.

•

Provisions for deferred expenses: Management bases its calculations on historic experience and bears in mind the different countries and contract requirements.

•

Provisions for contractual losses: They are recognized when the probable budget scenario, adjusted for internal fees, shows a loss.

F-36

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

•

Recognition of revenue for variable consideration, for a modification, for a claim or for a dispute. In this regard, management bases its calculation on the specific clauses included in each contract and also considers past experience in other contracts. Management needs to make assumptions regarding the amount of incurred costs that will give rise to these additional sources of revenue and whether those costs meet the conditions for variable considerations, modifications, claims or disputes arising in connection with the contract.

ii) Toll Roads and Airports financial information under IFRIC-12 (Note 3.3 on investments in infrastructure projects; Note 6.3 on Provisions) and the related impairment test (Note 3.1. on Goodwill and acquisitions) performed based on a discounted cash flow model, which involves management assumptions, mainly related to:

•

Future traffic volumes (vehicles and passengers for toll roads and airports, respectively): For concessions already in operation, traffic estimates are built on actual traffic and growth patterns are derived from macroeconomic data, external studies in certain cases and any other information and plans that may impact future traffic. For concessions under construction, external projections (e.g. airports traffic forecast from international agencies) and researches (e.g. impact of e-commerce on heavy vehicles traffic or home working habits on the use of private vehicles for toll roads) are used.

•

Pricing: specific pricing arrangements included in concession contracts are considered. In case the arrangements do not include a fixed price, internal estimates of elasticity of demand regarding prices and other related inputs are used.

•

Future operating expenses: Estimates of future prices of materials, subcontractors and other costs required to operate the concessions are based on historical experience, estimating price index grow and considering related requirements established in the concession agreements.

•

Discount rates: Management calculates weighted average cost of capital based on external information sourced obtained from banks reports and converts it into a pre-tax discount rate for impairment test purposes.

iii) Fair value of assets held for sale related to discontinued operations (Note 1.1.5.), which only applies to 2021 and 2022: If the divestment process is in an advanced stage, non-binding and binding offers received from potential buyers are the main input. Where there are no offers in place, calculations based on publicly available multiples of similar transactions are also used.

iv) Allocation of the consideration transferred on the acquisition of I-66 at December 2021 and Dalaman at June 2022 to the fair value of its assets and liabilities and calculation of the corresponding goodwill, as well as calculation of the fair value of the previously held 50% stake in I-66 (Note 1.1.6). Fair value of the I-66 toll road, which is accounted for in the “Fixed asset infrastructure projects-Intangible asset model” caption of the consolidated statement of financial position, was calculated based on the enterprise value implicit in the acquisition of the additional 5.704%, as the toll road is the only relevant asset in the acquired company.

1.3.5 Disclosures

It should also be noted that information or disclosures that need not be included on the basis of qualitative significance have been omitted from these consolidated financial statements due to being immaterial under the IFRS Conceptual Framework.

1.4 EXCHANGE RATE

As indicated previously, Ferrovial operates business outside the eurozone through various subsidiaries. The exchange rates used to translate their financial statements for Group consolidation purposes are as follows:

For balance sheet items, the exchange rates used at December 31, 2023 and for the comparative period at December 31, 2022 are as follows:

Closing exchange rate	2023	2022	Change 23/22 (*)
Pound sterling	0.86691	0.88534	(2.08)%
US dollar	1.10390	1.07050	3.12%
Canadian dollar	1.46061	1.45055	0.69%
Australian dollar	1.62057	1.57172	3.11%
Polish zloty	4.34300	4.68520	(7.30)%
Chilean peso	967.78000	908.16000	6.56%
Indian rupee	91.94270	88.15440	4.30%

(*) A negative change represents an appreciation of the reference currency against the euro and vice versa.

F-37

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

For items in the income statement and cash flow statement (cumulative average rates at December 2023, December 2022 and December 2021 for the comparative periods):

Average exchange rate	2023	2022	2021	Change 23/22 (*)	Change 22/21(*)
Pound sterling	0.86961	0.85269	0.85858	1.98%	(0.69)%
US dollar	1.08147	1.05330	1.17955	2.67%	(10.70)%
Canadian dollar	1.45920	1.36984	1.47898	6.52%	(7.38)%
Australian dollar	1.62876	1.51685	1.57854	7.38%	(3.91)%
Polish zloty	4.54119	4.68474	4.56557	(3.06)%	2.61%
Chilean peso	908.75223	917.53335	901.46100	(0.96)%	1.78%
Indian rupee	89.31345	82.72616	87.27740	7.96%	(5.21)%

(*) A negative change represents an appreciation of the reference currency against the euro and vice versa.

The impact recorded in equity attributable to the parent company for this reason is EUR 83 million in 2023 and EUR 43 million in 2022 (see Note 5.1.1 Changes in equity).

The exchange rate effects are also analyzed in the notes to the accounts, where relevant.

1.5 SEGMENT REPORTING

For management purposes, the Group is organized into business units based on its activities and services and has four reportable segments, as follows (Note 1.1.4):

•

Construction, which undertakes the design and build of all sorts of public and private works, including most notably the construction of public infrastructures.

•

Toll Roads, which carries out the development, financing and operation of toll roads.

•

Airports, which is engaged in developing, financing and operating airports.

•

Energy Infrastructures and Mobility, which basically focuses on developing energy transmission and renewable energy infrastructures, and also on the Mobility businesses and some services related to waste treatment in the UK.

No operating segments have been aggregated to form the above reportable operating segments.

The global Chief Executive Officer is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions on resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Furthermore, information reported to the market is also broken down into the above four segments.

The income statement is shown below by segment for 2023, 2022 and 2021. The “Other” column includes the income and/or expenses of companies not assigned to any of the business segments, including most notably the parent company Ferrovial SE and its other smaller subsidiaries. The “Adjustments” column reflects inter-segment consolidation eliminations.

As can be seen in the following tables, Construction and Toll Roads revenues account for more than 10% of the Group’s consolidated revenue. The Airports segment used to exceed that threshold, but temporarily, and as a result of the pandemic, does not. Nevertheless, it is a distinct business line, managed separately and therefore disclosed as a reporting segment. The Energy and Infrastructures Mobility segment is a relatively new business area on which the Group is focusing. The CEO assesses its performance separately based on an income statement measured consistently with profit or loss in the consolidated financial statements and with a similar presentation.

F-38

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

Income statement by business segment: 2023, 2022 and 2021 (Million euro).

​	Construction	Toll Roads	Airports	Energy and mobility	Other	Adjustments	Total 2023
Revenue	7,070	1,085	80	334	181	(236)	8,514
Other operating income	1	-	-	-	-	-	1
Total operating income	7,071	1,085	80	334	181	(236)	8,515
Total operating expenses	6,853	286	58	324	239	(236)	7,524
Fixed asset depreciation	141	213	20	20	7	-	401
Impairment and disposal of fixed assets	-	37	-	(2)	-	-	35
Operating profit/(loss)	77	623	2	(12)	(65)	-	625
Profit/(loss) on derivatives and other net financial income/​(expense)	(31)	5	(12)	9	18	(2)	(13)
Net financial income/(expense) from financing	117	(224)	3	(4)	(111)	2	(217)
Net financial income/(expense)	86	(219)	(9)	5	(93)	-	(230)
Share of profits of equity-accounted companies	-	198	11	6	-	-	215
Profit/(loss) before tax from continuing operations	163	602	4	(1)	(158)	-	610
Income/(expense) tax	(66)	(54)	(20)	6	19	-	(115)
Profit/(loss) net of tax from continuing operations	97	548	(16)	5	(139)	-	495
Profit/(loss) net of tax from discontinued operations	-	-	-	-	16	-	16
Net profit/(loss)	97	548	(16)	5	(123)	-	511
Net profit/(loss) for the period attributed to non-controlling interests	(51)	(126)	7	-	-	-	(170)
Net profit/(loss) for the period attributed to the parent company	46	422	(9)	5	(123)	-	341

​	Construction	Toll Roads	Airports	Energy and mobility	Other	Adjustments	Total 2022
Revenue	6,463	780	54	296	178	(220)	7,551
Other operating income	2	-	-	-	1	(1)	2
Total operating income	6,465	780	54	296	179	(221)	7,553
Total operating expenses	6,289	230	56	283	189	(222)	6,825
Fixed asset depreciation	113	160	7	12	7	-	299
Impairment and disposal of fixed assets	-	(3)	-	(3)	-	-	(6)
Operating profit/(loss)	63	387	(9)	(2)	(16)	-	423
Profit/(loss) on derivatives and other net financial income/​(expense)	(34)	(110)	19	1	51	(2)	(75)
Net financial income/(expense) from financing	35	(240)	-	(9)	(30)	2	(242)
Net financial income/(expense)	1	(350)	19	(8)	21	-	(317)
Share of profits of equity-accounted companies	1	158	7	(1)	(1)	1	165
Profit/(loss) before tax from continuing operations	65	195	17	(11)	4	1	271
Income/(expense) tax	(5)	(39)	2	(4)	16	-	(30)
Profit/(loss) net of tax from continuing operations	60	156	19	(15)	20	1	241
Profit/(loss) net of tax from discontinued operations	-	-	-	-	65	(1)	64
Net profit/(loss)	60	156	19	(15)	85	-	305
Net profit/(loss) for the period attributed to non-controlling interests	(42)	(65)	(9)	-	-	(1)	(117)
Net profit/(loss) for the period attributed to the parent company	18	91	10	(15)	85	(1)	188

F-39

SECTION 1: BASIS OF PRESENTATION AND CONSOLIDATION SCOPE​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES

​	Construction	Toll Roads	Airports	Energy and mobility	Other	Adjustments	Total 2021
Revenue	6,077	588	2	252	157	(166)	6,910
Other operating income	1	-	-	-	-	-	1
Total operating income	6,078	588	2	252	157	(166)	6,911
Total operating expenses	5,834	173	28	264	168	(166)	6,301
Fixed asset depreciation	112	141	-	12	5	-	270
Impairment and disposal of fixed assets	22	1,117	-	-	1	(1)	1,139
Operating profit/(loss)	154	1,392	(26)	(24)	(16)	(1)	1,479
Profit/(loss) on derivatives and other net financial income/​(expense)	(24)	(86)	(6)	4	26	1	(85)
Net financial income/(expense) from financing	(6)	(198)	-	(7)	(36)	-	(247)
Net financial income/(expense)	(30)	(284)	(6)	(3)	(10)	1	(332)
Share of profits of equity-accounted companies	-	81	(254)	(6)	1	-	(178)
Profit/(loss) before tax from continuing operations	124	1,189	(286)	(33)	(25)	-	969
Income/(expense) tax	(49)	(71)	7	5	116	1	9
Profit/(loss) net of tax from continuing operations	75	1,118	(279)	(28)	91	1	978
Profit/(loss) net of tax from discontinued operations	115	-	-	-	246	-	361
Net profit/(loss)	190	1,118	(279)	(28)	337	1	1,339
Net profit/(loss) for the period attributed to non-controlling interests	(105)	(29)	-	-	(3)	(1)	(138)
Net profit/(loss) for the period attributed to the parent company	85	1,089	(279)	(28)	334	-	1,201

F-40

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES​

SECTION 2: PROFIT/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

This section comprises the notes relating to profit/(loss) for the years ended December 31, 2023, 2022 and 2021.

For the year ended December 31, 2023:

Net profit for the year reached EUR 341 million thanks to traffic and revenue per transaction growth in the Toll Roads business in US, as well as by the Construction Division’s results, particularly the contributions from the businesses in Spain and Poland (Budimex).

Also noteworthy is the sale of the Azores toll road in Portugal (EUR 41 million) and the positive impact of financial derivatives (EUR 43 million), highlighting equity swaps impact due to the positive performance of the Company’s shares and Autema toll road interest rate swaps positive variation.

For the year ended December 31, 2022:

Net profit for the year reached EUR 186 million thanks to operational improvements in the Toll Roads business following traffic growth, which is explained mainly by the lifting of the COVID-19 restrictions and the rate rise in the US, as well as by the Construction Division’s results, particularly the contributions from the businesses in Spain and Poland (Budimex).

In addition, net profit/(loss) for the year was impacted by a profit of EUR 64 million from discontinued operations relating mainly to the divestments of the business operated in the UK through the subsidiary Amey (Note 1.1.5).

Finally, of particular note is the recognition of EUR 26 million in deferred tax liabilities, in addition to the EUR 41 million recognized in December 2021, for withholding tax on the repatriation of future dividends from Canada (Note 2.7.2).

For the year ended December 31, 2021:

Net profit for 2021, which stood at EUR 1,198 million was primarily affected by the capital gain in the concession operator I-66 Express Mobility Partners Hold. LLC (EUR 1,117 million), due to the revaluation of the pre-existing shareholding following the acquisition of an additional 5.704% (Note 1.1.6).

In addition, net profit/(loss) for the year was impacted by a profit of EUR 361 million (EUR 299 million impact on net income) from discontinued operations relating to two divestment transactions:

•

Profit of EUR 246 million from the Services business (Notes 1.1.5 and 2.8), primarily derived from the Environment activity (Spain and Portugal) sold on December 1, 2021, with an impact of EUR 335 million.

•

Profit from the sale of the Budimex Group’s Polish real estate business (B.N.I.) on February 22, 2021 at a gain of EUR 115 million (EUR 53 million in net profit/(loss, after non-controlling interests).

Other non-recurring effects on the impairment and disposals line reaching EUR 22 million relate basically to sale transactions in the Construction Division, particularly the gain on the divestment of the 19.86% ownership interest in Nalanda, the sale of 22% ownership of Urbicsa and the divestment in Figueras.

These results were still affected by the impact of COVID-19 on the Airports business, particularly on Heathrow Airport (HAH), the investment carried in equity-accounted assets at December 31, 2020 (EUR 205 million) having fallen to zero after losses for the year; and the impact of the AGS airports, for which losses of EUR 20 million were recognized, also reducing the ownership interest to zero.

F-41

SECTION 2: PROFIT/(LOSS)​

NOTES ON PROFIT/(LOSS) FROM CONTINUING OPERATIONS

2.1. OPERATING INCOME

The Group’s revenue as of and for the years ended December 31, 2023, 2022 and 2021 from contracts with customers, as interpreted by IFRS 15, amounted to EUR 8,339 million, EUR 7,385 million and EUR 6,810 million, respectively (Note 4.4).

Revenue includes financial income from services provided by the concession operators that apply the financial asset model, totaling EUR 10 million, EUR 10 million and EUR 15 million in 2023, 2022 and 2021, respectively.

Set out below is a breakdown of revenue by segment and comparative figures for 2023, 2022 and 2021:

For the year ended December 31, 2023:

(Million euro)	External sales	Inter-segment sales	Total	Var. %
Construction	6,581	​	7,070	9%
Toll Roads	1,084	1	1,085	39%
Airports	80	-	80	48%
Energy and mobility infrastructures	334	-	334	13%
Other activities (*)	25	156	181	2%
Adjustments	-	(236)	(236)	7%
Total	8,104	410	8,514	13%

(*) Corresponds to support services provided by the Corporation Division to the rest of the Group’s businesses, which are eliminated in the consolidation process.

For the year ended December 31, 2022:

(Million euro)	External sales	Inter-segment sales	Total	Var. %
Construction	5,432	1,031	6,463	6%
Toll Roads	779	1	780	33%
Airports	54	-	54	2600%
Energy and mobility infrastructures	296	-	296	17%
Other activities (*)	39	139	178	13%
Adjustments	-	(220)	(220)	33%
Total	6,600	951	7,551	9%

(*) Corresponds to support services provided by the Corporation Division to the rest of the Group’s businesses, which are eliminated in the consolidation process.

For the year ended December 31, 2021:

(Million euro)	External sales	Inter-segment sales	Total
Construction	5,044	1,033	6,077
Toll Roads	587	1	588
Airports	1	1	2
Energy and mobility infrastructures	252	-	252
Other activities (*)	3	154	157
Adjustments	-	(166)	(166)
Total	5,887	1,023	6,910

(*) Corresponds to support services provided by the Corporation Division to the rest of the Group’s businesses, which are eliminated in the consolidation process.

The inter-segment sales that are not eliminated in the Group’s consolidated financial statements relate to works completed by the Construction Division for the infrastructure concession operators (Note 1.3.2 and Note 6.8).

F-42

SECTION 2: PROFIT/(LOSS)​

The breakdown of sales by geographic area is as follows:

(Million euro)	2023	2022	Var. 23/22	2021	Var. 22/21
USA	2,879	2,906	(27)	2,639	267
Poland	2,160	1,842	318	1,735	107
Spain	1,475	1,154	321	1,092	62
UK	771	708	63	644	64
Canada	161	100	61	80	20
Other	1,068	841	227	720	121
TOTAL	8,514	7,551	963	6,910	641

The Ferrovial Group’s sales in its five main markets accounted for 87% of total sales in 2023 (89% in 2022 and 90% in 2021).

2.2. OTHER OPERATING EXPENSES

Set out below is a breakdown of other operating expenses:

(Million euro)	2023	2022	Var. 23/22	2021	Var. 22/21
Subcontracted work	3,337	2,975	362	2,824	151
Leases (Note 3.7)	250	256	(6)	235	21
Repairs and maintenance	82	89	(7)	70	19
Independent professional services	485	449	36	331	118
Changes in provisions for liabilities (Note 6.3)	53	(68)	121	51	(119)
Other operating expenses	671	481	190	412	69
Total other operating expenses	4,878	4,182	696	3,923	259

2.3 PERSONNEL EXPENSES

Set out below is a breakdown of personnel expenses:

(Million euro)	2023	2022	Var.23/22	2021	VAR 22/21
Wages and salaries	1,350	1,111	239	1,006	105
Social security contributions	179	158	21	148	10
Pension plan contributions	15	13	3	10	2
Share-based payments	11	8	4	(9)	17
Other welfare expenses	43	156	(113)	138	18
TOTAL	1,599	1,446	153	1,293	153

The trend in the number of employees at December 31, 2023, 2022 and 2021, by professional category and gender is as follows

At December 31, 2023:

​	12.31.2023
CATEGORY	MEN	WOMEN	TOTAL	VAR. 23/22
Executive directors	2	-	2	-%
Senior managers	11	2	13	-%
Executives	2,819	703	3,522	10%
Managers/Professionals/Supervisors	4,145	2,132	6,277	2%
Administrative/Support personnel	670	766	1,436	16%
Manual workers	12,910	639	13,549	-%
Total	20,558	4,241	24,799	3%

F-43

SECTION 2: PROFIT/(LOSS)​

Discontinued operations included no workforce in 2023 and 2022. Set out below are the data for 2021, distinguishing between continuing and discontinued operations:

At December 31, 2022:

​	12.31.2022
CATEGORY	MEN	WOMEN	TOTAL	VAR. 22/21
Executive directors	2	-	2	-%
Senior managers	12	1	13	-%
Executives	2,580	635	3,215	8%
Managers/Professionals/Supervisors	4,117	2,044	6,161	4%
Administrative/Support personnel	565	668	1,233	11%
Manual workers	12,864	703	13,567	(2)%
Total	20,140	4,051	24,191	1%

At December 31, 2021:

CONTINUED OPERATIONS	12.31.2021
CATEGORY	MEN	WOMEN	TOTAL
Executive directors	2	0	2
Senior managers	12	1	13
Executives	2,442	540	2,982
Managers/Professionals/Supervisors	3,995	1,930	5,925
Administrative/Support personnel	519	589	1,108
Manual workers	13,141	762	13,903
Total	20,111	3,822	23,933

DISCONTINUED OPERATIONS	12.31.2021
CATEGORY	MEN	WOMEN	TOTAL
Executive directors	-	-	-
Senior managers	-	-	-
Executives	1,450	437	1,887
Managers/Professionals/Supervisors	4,995	1,444	6,439
Administrative/Support personnel	110	497	607
Manual workers	13,717	16,488	30,205
Total	20,272	18,866	39,138

At December 31, 2023, 2022 and 2021, there were 121, 107 and 1,482 employees, respectively, with a disability rating of 33% or more, accounting for 0.5%, 0.4% and 2.3% of the total workforce at the end of each period.

The average workforce by business division for the three periods is as follows:

​	12.31.2023
BUSINESS	MEN	WOMEN	TOTAL	VAR. 23/22
Construction	16,067	3,345	19,412	5.00%
Toll Roads	678	233	911	68.00%
Airports	195	42	237	1.00%
Energy infrastructures and mobility	3,622	411	4,033	2.00%
Other	292	280	572	22.00%
Total	20,855	4,311	25,166	(27.00)%

F-44

SECTION 2: PROFIT/(LOSS)​

​	12.31.2022
BUSINESS	MEN	WOMEN	TOTAL	VAR. 22/21
Construction	15,316	3,135	18,451	(3)%
Toll Roads	373	169	542	-%
Airports	192	43	235	6%
Energy infrastructures and mobility	3,541	415	3,956	1%
Other	261	208	469	13%
Total continuing operations	19,683	3,970	23,653	(2)%
Total discontinued operations	7,346	3,352	10,698	1%
Total	27,029	7,322	34,351	(956)%

​	12.31.2021
BUSINESS	MEN	WOMEN	TOTAL
Construction	16,059	3,042	19,101
Toll Roads	385	159	544
Airports	22	10	32
Energy infrastructures and mobility	3,564	374	3,938
Other	229	186	415
Total continuing operations	20,259	3,771	24,030
Total discontinued operations	32,652	21,851	54,503
Total	52,911	25,622	78,533

2.4. IMPAIRMENTS AND DISPOSALS

2023	​	​
(Million euro)	Impact on profit/​ (loss) before tax	Impact on profit/​ (loss) after tax
Azores sale	39	41
Capital gains and disposals	39	41
Aravia	(2)	(2)
Zity Sale	(2)	(2)
Impairment gains/(losses)	(4)	(4)
TOTAL IMPAIRMENT AND DISPOSALS	35	37

2022	​	​
(Million euro)	Impact on profit/​ (loss) before tax	Impact on profit/​ (loss) after tax
Algarve sale	(3)	(3)
Capital gains and disposals	(3)	(3)
Impairment of the ownership interest in MaaS Global	(3)	(3)
Impairment gains/(losses)	(3)	(3)
TOTAL IMPAIRMENT AND DISPOSALS	(6)	(6)

2021	​	​
(Million euro)	Impact on profit/​ (loss) before tax	Impact on profit/​ (loss) after tax
Acquisition of 5.704% of I-66	1,117	1,117
Nalanda sale	17	17
Urbicsa sale	17	17
Nevasa sale	1	1
Figueras sale	(9)	(9)
Capital gains and disposals	1,142	1,141
Fixed asset impairment losses FB Serwis	(3)	(3)
Impairment gains/(losses)	(3)	(3)
TOTAL IMPAIRMENT AND DISPOSALS	1,139	1,139

F-45

SECTION 2: PROFIT/(LOSS)​

2.5 NET FINANCIAL INCOME/(EXPENSE)

The following tables provide an itemized breakdown of changes in net financial income/(expense) in 2023, 2022 and 2021.

Net financial income/(expense) for these years from the infrastructure project companies is presented separately from that of ex-infrastructure project companies (see the definition in Note 1.1.3) and in each case a distinction is made between net financial income/(expense) from financing (which includes borrowing costs on bank borrowings and bonds, and returns on financial investments and loans granted) and net financial income/(expense) from derivatives and other items (including the effect of the fair value measurement of ineffective hedges, and other income and expenses not directly related to financing).

For 2023, as compared to 2022:

(Million euro)	2023	2022	Var. %
Financial income from infrastructure project financing	34	8	3.25
Financial expense from infrastructure project financing	(362)	(251)	44%
Net financial income/(expense) from financing, infrastructure project companies	(328)	(243)	35%
Net financial income/(expense) from derivatives and other fair value adjustments, infrastructure project companies	13	(105)	(112)%
Other net financial income/(expense), infrastructure project companies	(57)	(17)	235%
Other net financial income/(expense), infrastructure project companies	(44)	(122)	(64)%
Net financial income/(expense) from infrastructure projects	(372)	(365)	2%
Financial income, other companies	216	104	108%
Financial expense, other companies	(105)	(103)	2%
Net financial income/(expense) from financing, other companies	111	1	11000%
Net financial income/(expense) from derivatives and other fair value adjustments, other companies	11	47	(77)%
Other net financial income/(expense), other companies	20	-	-%
Other net financial income/(expense), other companies	31	47	(34)%
Net financial income/(expense), other companies	142	48	196%
Total net financial income/(expense)	(230)	(317)	(27)%

For 2022, as compared to 2021:

(Million euro)	2022	2021	Var. %
Financial income from infrastructure project financing	8	-	-%
Financial expense from infrastructure project financing	(251)	(220)	14%
Net financial income/(expense) from financing, infrastructure project companies	(243)	(220)	10%
Net financial income/(expense) from derivatives and other fair value adjustments, infrastructure project companies	(105)	(84)	25%
Other net financial income/(expense), infrastructure project companies	(17)	(3)	467%
Other net financial income/(expense), infrastructure project companies	(122)	(87)	40%
Net financial income/(expense) from infrastructure projects	(365)	(307)	19%
Financial income, other companies	104	24	333%
Financial expense, other companies	(103)	(51)	102%
Net financial income/(expense) from financing, other companies	1	(27)	(104)%
Net financial income/(expense) from derivatives and other fair value adjustments, other companies	47	1	4600%
Other net financial income/(expense), other companies	-	1	(100)%
Other net financial income/(expense), other companies	47	2	2250%
Net financial income/(expense), other companies	48	(25)	(292)%
Total net financial income/(expense)	(317)	(332)	(5)%

The following table provides a breakdown of financial expense from infrastructure project companies showing capitalized expenses from relating roads under construction:

Infrastructure project financing expenses from infrastructures (Million euro)	2023	2022	2021
Accrued financial expenses	(379)	(347)	(257)
Expenses capitalized during the construction period	17	96	37
Financial expenses in P&L	(362)	(251)	(220)

F-46

SECTION 2: PROFIT/(LOSS)​

2.6 SHARE OF PROFITS OF EQUITY-ACCOUNTED COMPANIES

The share of profits of equity-accounted companies in 2023 amounted to EUR 215 million (EUR 165 million in 2022 and EUR -178 million in 2021). Set out below is a breakdown of the most significant companies:

Profit/(loss) of equity-accounted companies (Million euro)	2023	2022	2021
HAH	-	-	(238)
407 ETR	154	124	52
AGS	-	-	(20)
JFK	4	1	-
IRB	14	22	-
Serveo Group	11	6	-
Other	32	12	28
TOTAL	215	165	(178)

Note 3.5 provides further details of these companies’ profits/(losses).

2.7 CORPORATE INCOME TAX AND DEFERRED TAXES

2.7.1 Breakdown of current and deferred tax expense and tax paid for 2023, 2022 and 2021

The breakdown of the income tax expense for 2023, 2022 and 2021, differentiating between current tax, deferred tax, withholdings on foreign operations and changes in prior year tax estimates, is as follows.

(Million euro)	2023	2022	2021
Tax expense for the year	(115)	(30)	9
Current tax expense	(146)	(64)	(31)
Deferred tax expense	65	42	50
Withholdings in a foreign operation	(50)	(21)	(3)
Change to the prior-year tax evaluation and other	16	13	(7)

Corporate income tax paid for the year amounted to EUR 170 million (EUR 82 million in 2022, EUR 155 million in 2021), as shown in the note on cash flows (Note 5.3).

2.7.2 Explanation of corporate income tax expense for the year and the applicable tax rate

In 2023, corporate tax losses were recognized in the amount of EUR -115 million (income of EUR -30 million in 2022; income of EUR 9 million in 2021) as shown in the following tables:

(Million euro)	2023	2022	2021
Profit/(Loss) before tax on continuing operations	610	271	969
Results of associates	(215)	(164)	178
Pass-through tax rules (USA & Canada)	(94)	(71)	(38)
Profit/(Loss) before tax on continuing operations adjusted	302	36	1,109
Theoretical income tax expense (25.8%)	(78)	(9)	(286)
Non-taxable income due to the use of tax-loss carryforwards	73	6	9
Unrecognized tax loss	(56)	(44)	(7)
I66 additional stake (5,704%)	-	-	235
95%-exempt dividends (Spain)	(3)	(15)	-
Non-deductible finance expense	(45)	-	(1)
Derivatives associated with taxable dividends received from Canada which are eliminated on consolidation	17	11	-
Effect of different tax rates of subsidiaries operating in other jurisdictions	9	18	(20)
Prior year tax	14	14	65
Witholding tax	(50)	(19)	-
Other adjustments	3	8	15
Income Tax expense	(115)	(30)	9
Effective tax rate (%)	18.8%	11.1%	(1.0)%

F-47

SECTION 2: PROFIT/(LOSS)​

For the analysis of the tax, first, we adjust:

•

Results of associates: the results of the equity method companies already include the tax effect, so they must be adjusted for the analysis.

•

Pass-through tax rule: Profit/(loss) on consolidation with no tax impact. Primarily relates to profit/losses in concession project companies in the US and Canada, which are fully consolidated. However, the associated tax credit was recognized based solely on Ferrovial’s ownership interest, as these companies are taxed under pass-through tax rules, whereby the shareholders are the taxpayers.

The main adjustments to the theoretical income tax expense for the year are as follows:

•

Recognition of previously unrecognized net operating losses and use of deductions, primarily in Spain, US and Canada (EUR 73 million in 2023)

•

Unrecognized tax loss: losses primarily generated in Netherlands and international construction business in Colombia for which no tax credit was recognized. Additionally, it includes the derecognition of previously recognized DTA in UK.

•

Positive result from the fair value reassessment of the previous 50% stake in I-66 Express Mobility Partners, which had no tax impact in 2021.

•

5% of dividends in Spain that are taxable but are eliminated on consolidation and treated as a permanent difference.

•

Non tax deductible financial expenses primarily in the Netherlands, due to the limit applicable to this deduction to the lesser of two amounts: 20% of the operating profit or EUR 1 million.

•

Derivatives associated with taxable dividends received in the Netherlands from Canada, which were eliminated on consolidation and treated as a permanent difference.

•

Effect of different tax rates of subsidiaries operating in other jurisdictions, highlighting USA, Poland and the UK.

•

Prior year tax effects mainly includes:

◦

For the purpose of assessing the 2023 recoverability of tax-loss carryforwards in Spain, a model was designed based on the Group companies’ latest available earnings projections, which implied the recognition of future net operating losses of EUR 36 million and tax credits EUR 27 million.

◦

Provision for net operating losses recognized in 2023 from previous years in the Netherlands in the amount of EUR -18 million as will not be recovered in the future.

◦

Deferred tax movement during the year related to withholding tax on future dividends from Canada (EUR -22.5 million), as a net effect of EUR -72 million deferred tax recognition in 2023 corresponding to expected future dividends, partially offset by EUR 50 million deferred tax applied related to withholding tax on dividends paid during 2023 already recognized at December 2022, commented in the following item.

•

EUR 50 million of withholding tax on dividends paid from Canada to the Netherlands (EUR 19 million of euros for 2022).

2.7.3 Movements in deferred tax assets and liabilities

Set out below is a breakdown of movements in deferred tax assets and liabilities for 2023-2021 period:

ASSETS	​	​	​	​	​	​
(Million euro)	2022	Prior years, transfers and other	Charged/​ credited to income statement	Charged/​ credited to equity	Foreign exchange effect	2023
Tax credits	370	26	119	-	(13)	503
Differences between tax and accounting criteria	274	46	87	4	11	422
Equity measurement adjustments	86	(1)	11	(47)	-	48
Other items	55	9	(31)	1	-	33
TOTAL	784	80	186	(42)	(2)	1,006

F-48

SECTION 2: PROFIT/(LOSS)​

LIABILITIES	​	​	​	​	​	​
(Million euro)	2022	Prior years, transfers and other	Charged/​ credited to income statement	Charged/​ credited to equity	Foreign exchange effect	2023
Deferred taxes on goodwill	21	-	1	-	-	22
Deferred fair value adjustments to acquisitions	315	13	(12)	-	(8)	308
Differences between tax and accounting criteria	378	65	131	-	(13)	561
Equity measurement adjustments	64	2	1	3	(1)	69
Other items	145	(22)	-	-	2	126
TOTAL	924	58	121	3	(20)	1,086

ASSETS	​	​	​	​	​	​
(Million euro)	2021	Prior years, transfers and other	Charged/​ credited to income statement	Charged/​ credited to equity	Foreign exchange effect	2022 (*)
Tax credits	192	21	145	2	10	370
Differences between tax and accounting	304	(2)	(26)	-	(3)	274
Equity measurement adjustments	90	12	18	(34)	-	86
Other items	(16)	34	8	27	2	55
TOTAL	570	66	145	(5)	9	784

LIABILITIES	​	​	​	​	​	​
(Million euro)	2021	Prior years, transfers and other	Charged/​ credited to income statement	Charged/​ credited to equity	Foreign exchange effect	2022 (*)
Deferred taxes on goodwill	20	-	1	-	-	21
Deferred fair value adjustments to acquisitions	255	44	-	-	16	315
Differences between tax and accounting	277	(10)	99	2	10	378
Equity measurement adjustments	45	-	2	18	(1)	64
Other items	90	55	1	-	(1)	145
TOTAL	687	89	103	20	25	924

Deferred tax assets

a) Tax credits

This item relates to tax credits that have not yet been used by the Group companies.

It does not include all the tax credits available, only those that the Group expects to be able to use in the short or medium term, based on a 10 year-period financial projections performed. The total balance recognized amounts to EUR 503 million, of which EUR 473 million relates to tax credits for tax-loss carryforwards and EUR 30 million to other tax credits.

F-49

SECTION 2: PROFIT/(LOSS)​

Set out below is a breakdown of tax-loss carryforwards pending offset, and showing the maximum tax credit and the tax credit recognized:

2023

Continuing operations	​	​	​	​
(Million euro) Country	Tax-loss carryforwards	Limitation period	Maximum tax credit	Tax credit recognized
US tax consolidated group	1,790	No expiry date	409	376
Spanish tax consolidated group	585	No expiry date	146	36
Netherlands tax consolidated group	227	No expiry date	59	-
UK	201	No expiry date	50	5
Canada	106	2024-2044	28	20
Turkey	81	2024-2028	20	-
Other	559	2024-No expiry date	141	36
Total	3,549	​	853	473

2022

Continuing operations	​	​	​	​
(Million euro) Country	Tax-loss carryforwards	Limitation period	Maximum tax credit	Tax credit recognized
Spanish tax consolidated group	642	No expiry date	160	-
US tax consolidated group	1,564	No expiry date	328	274
Turkey	105	2023-2028	21	-
Canada	137	2023-2042	36	11
UK	193	No expiry date	48	17
Other	461	2023-No expiry date	119	66
Total	3,102	​	712	368

Spanish and US tax-consolidated groups:

For the purpose of assessing the 2023 recoverability of tax-loss carryforwards in Spain, a model was designed based on the Group companies’ latest available earnings projections, which implied the recognition of future net operating losses of EUR 36 million.

Regarding US tax group, similarly to what is indicated in the previous paragraph and in accordance with IAS 12, an amount of tax credits was recognized equal to the excess of liability temporary differences over asset temporary differences, amounting to EUR 26 million (EUR 17 million in 2022).

UK:

Tax credits were recognized for tax losses in the amount of EUR 5 million in respect of continuing operations. (EUR 17 million in 2021).

b) Assets arising from temporary differences between accounting and tax criteria

This item reflects the tax effects arising from the different timing of the recognition of certain expenses and income for accounting and tax purposes.

The recognition of an asset means that certain expenses have been recognized for accounting purposes before they may be recognized for tax purposes and therefore the company will recover the income or expense for tax purposes in future years.

The main deferred tax assets are set out below:

•

Provisions recognized in the financial statements that do not have tax effects until they are applied (EUR 195 million) (EUR 145 million in 2022).

•

Deferred tax assets of EUR 216 million due to differences between the tax and accounting approach to revenue recognition, mainly in the Construction Division. (EUR 133 million in 2022).

•

Different between the tax and accounting depreciation/amortization (EUR 7 million) (EUR 3 million in 2022).

c) Deferred taxes arising from measurement adjustments recognized in reserves.

The deferred asset balance relates to losses accumulated in reserves that will have a tax effect when they are taken to the income statement. They relate mostly to deferred tax assets arising from financial derivatives, which amount to EUR 48 million (EUR 86 million in 2022).

F-50

SECTION 2: PROFIT/(LOSS)​

Deferred tax liabilities

a) Deferred taxes relating to goodwill

These relate to deferred tax liabilities relating to the tax credit for goodwill amounting to EUR 21 million, which mainly include those related to the amortization of Webber, LLC goodwill. (EUR 21 million in 2022).

b) Deferred taxes due to the fair value adjustment to acquisitions

I-66 Mobility Partners

This reflects deferred tax liabilities due to differences between tax and accounting values:

•

EUR 222 million recognized due to the difference between tax and accounting values following the restatement of the I-66 toll road assets on December 31, 2023. (EUR 231 million at December 31, 2022). EUR 35 million recognized as a result of measuring the concession debt at fair value on December 31, 2023 (EUR 38 million at December 31, 2022).

These amounts were recognized in 2021 with a balancing item in goodwill in the same amount, in accordance with IAS 12, paragraph 66.

Dalaman

EUR 51 million recognized as a result of the acquisition of the 60% interest held by the Group in the company, as deferred tax (see Note 1.1.4) in 2023 (EUR 46 million at December 31, 2022). The increase in deferred taxes in 2023 is a consequence of the change in the tax rate from 20% to 25% in Turkey.

According to paragraphs 19 and 20 of IAS 12, if in a business combination a balance sheet item is measured at fair value but its tax value does not change, a deferred tax asset or liability must be recognized.

c) Liabilities arising from temporary differences between accounting and tax criteria

A liability represents an expense that is recognized for tax purposes before it may be recognized for accounting purposes, or income recognized in the financial statements before it is declared in the tax return.

Deferred tax liabilities relate essentially to:

•

Deferred tax liabilities for differences between tax and accounting amortization (EUR 242 million). (EUR 287 million in 2022).

•

Deferred tax liabilities of EUR 201 million arising as a result of differences between the tax and accounting methods used to recognize revenue under IFRIC 12, mainly in the Toll Roads Division. (EUR 66 million in 2022).

d) Deferred taxes arising from equity measurement adjustments.

The deferred liability balance reflects profits not yet recognized for tax purposes. They relate mostly to deferred tax liabilities arising from financial derivatives, which amount to EUR 69 million. (EUR 64 million in 2022).

Other deferred taxes

e) Deferred tax liabilities relating to dividends pending payment by investees

The Group recognizes EUR 72.5 million in deferred tax liabilities in relation to withholding tax on the repatriation of future dividends from Canada, as shown on the “Other items” line in the above table. (EUR 50 million in 2022)

2.7.4. International Tax Reform-Pillar Two

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) addresses the tax challenges arising from the digitalization of the global economy.

The Pillar Two Global anti-Base Erosion rules (GloBE Rules) represent the first substantial overhaul of the international tax rules in almost a century. The GloBE Rules propose four new taxing mechanisms under which multinational enterprises (MNEs) would pay a minimum level of tax (Minimum Tax).

Substantially based on the GloBE Rules, the Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union entered into

F-51

SECTION 2: PROFIT/(LOSS)​

force on 23 December, the day following its publication in the Official Journal of the European Union. Member States had to transpose the Directive into their domestic law by 31 December 2023.

In alignment with the Council Directive (EU) 2022/2523, the legislative proposal of the Netherlands to transpose Pillar Two into the Dutch company tax system, entitled Minimum Tax Act 2024 proposal, was adopted by the Dutch Senate on 19 December 2023. The new legislation has therefore been substantively enacted as of that date.

Under IAS 12 Income Tax, a new tax law is effective when it is enacted or substantively enacted in a particular jurisdiction. MNEs need to monitor the regulatory developments in respect of (substantive) enactment of the GloBE Rules in all of the jurisdictions where they operate either through wholly- or partially-owned subsidiaries, joint ventures, flow through entities or permanent establishments.

In May 2023, the IASB amended IAS 12 to provide timely relief for affected entities, to avoid diverse interpretations of IAS 12 and to improve disclosures. The amendments have introduced a temporary exception to the requirements to recognize and disclose deferred tax assets and liabilities related to Pillar Two income taxes. The amendments have also introduced targeted disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.

In this respect, Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions the Group operates. The legislation is effective for the Group’s financial year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.

The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply and the Pillar Two effective tax rate is close to 15%. The Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.

2.7.5 Years open to tax inspection

In accordance with prevailing legislation, taxes may not be deemed to be finally settled until the returns filed have been inspected by the tax authorities or the legally stipulated limitation period has elapsed.

The following inspections are in progress, in the jurisdictions indicated:

Spain: The start of general tax audit for Ferrovial S.E. (successor Company of Ferrovial S.A) and its subsidiaries has been notified in June 2023, including Corporate Income Taxes FY 2017-2020, Withholding Tax FY 2019-2020, and VAT FY 2019-2020. Verification and investigation will be carried out in a single inspection procedure for the tax group. Documentation required is currently being submitted.

The last four financial years are generally open to inspection for the main applicable taxes.

Canada: The Canadian tax authorities (CRA) initiated a tax audit to Corporate Income Tax for fiscal years 2013 to 2019 in relation to Cintra 4352238 Investments Inc and in relation to Cintra 11200232 Investments Inc. in 2019. The CRA challenges the tax deductibility of intragroup charges made by Cintra Servicios de Infraestructuras, S.A. (Spanish company) for the provision of financial services and reclassifies the transaction as dividend for fiscal years 2013 to 2016.

No settlement proposal has yet been issued for fiscal years 2017 to 2019. As this tax audit involves intragroup transactions of a different nature to those that took place in the years already assessed, the inspectorate’s stance in this regard is unknown. The regularization pending of payment for financial services is estimated at EUR 2 million (CAD 2.9 million), including the non-deductible expense, withholding tax per Double Taxation Treaty, interest and penalties.

The claim in the Canadian courts is held in abeyance until Mutual Agreement Procedure (MAP) initiated is resolved.

The Netherlands: The Dutch tax authorities have questioned the existence of Ferrovial SE’s horizontal tax consolidated group in the Netherlands in 2019 and the first two months of 2020. The potential impact of regularization in the event that the Dutch tax authorities consider that all the Group’s Dutch companies should be taxed under the individual scheme has been estimated at EUR 2.5 million (for 2019 and 2020).

Chile - Transmission lines: The Chilean tax authorities have initiated an inspection of Transchile Charrua for 2018 and 2019, in which they have questioned the deductibility of financial expenses on third- party financing and the arm’s length nature of intercompany financing. The potential impact is expected to be EUR 1.2 million. The tax audit proposal is awaiting a judicial ruling which is not expected until 2026. In January 2023, notification was received of the start of an

F-52

SECTION 2: PROFIT/(LOSS)​

inspection of the company Ferrovial Power Infrastructures for 2019 and 2020. The Chilean tax authorities have challenged the arm’s length nature of an intercompany loan. The tax audit is currently under administrative review and the impact is estimated at EUR 0.9 M.

Morocco: The Moroccan tax authorities have sent a settlement proposal to the Ferrovial branch following the inspection of the period 2016 to 2021 carried out as part of the branch closure process. A settlement of EUR 5 million is proposed for corporate income tax, VAT and withholdings on payments to non-residents. An administrative appeal has been lodged against the proposal.

The companies are subject to a statute of limitations of between three and five years in most of the countries in which the Group has operations.

In view of the different interpretations to which tax regulations lend themselves, any inspections that may be undertaken in the future by the tax authorities for the years open to inspection could give rise to tax liabilities the amount of which cannot currently be objectively quantified. Nonetheless, the likelihood that significant liabilities in addition to those recognized could have a material impact on the Ferrovial Group’s equity is regarded as remote.

2.8 PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS

Profit from discontinued operations for 2023, 2022 and 2021 amounted to EUR 16 million, EUR 64 million and EUR 361 million, respectively, relating to the Services Division (amounting to EUR 16 million in 2023, EUR 64 million in 2022 and EUR 246 million in 2021) and the Construction Division (amounting to EUR 115 million in 2021).

Services Division

As also explained in Note 1.1.5, 2022 saw the completion of the Services Division divestment process.

During 2023, profit from discontinued operations amounted to EUR 16 million and relates mainly to the update of the indemnities and earn-outs following the divestment of the Services Business in Spain and Portugal and other adjustments related to the Amey business divestment in the UK.

The main impact recognized in discontinued operations in 2022 relates to the divestment of the Amey business in the UK, completed in December 2022, generating a capital gain of EUR 58 million, including the transfer to the income statement of currency translation differences accumulated in equity (EUR -156 million) and the interest rate hedge derivatives (EUR -15 million) (see Note 5.1.1).

The main impact recognized in 2021 profit/(loss) from discontinued operations related to the divestments of the Environment Services business in Spain and Portugal completed at the end of 2021 at a net capital gain of EUR 335 million.

The Environment Services revenue for 2021 includes a profit for the year of EUR 119 million.

For a better understanding of the results of the Services business and the way in which they have been included in the Group’s consolidated results, the accompanying table provides a breakdown by line of profit/(loss) from these discontinued operations in 2023, 2022 and 2021.

(Million euro)	2023	2022	2021
Revenue	-	2,303	4,947
Operating profit/(loss)	28	9	260
Net financial income/(expense)	(15)	(1)	(23)
Share of profits of equity-accounted companies	-	5	9
Consolidated profit/(loss) before tax	13	13	246
Corporate income tax	3	(10)	(47)
Profit/(loss) after tax	16	3	199
Profit/(loss) for the year attributed to non- controlling interests	-	-	(3)
Profit/(loss) for the year attributed to the parent company	16	3	196
Adjustments to discontinued operations	-	61	50
Profit/(loss) from discontinued operations	16	64	246

Construction Division

On February 22, 2021, an agreement was reached to sell the real estate business of the Budimex Group (B.N.I.), which was included in discontinued operations.

F-53

SECTION 2: PROFIT/(LOSS)​

For a better understanding of the results of the Construction business and the way in which they have been included in the Group’s consolidated results, the accompanying table provides a breakdown by line of profit/(loss) from this discontinued operation:

Construction Division (Million euro)	2021
Revenue	56
Fixed asset depreciation	-
Operating profit/(loss) before impairment and disposal of fixed assets	9
Impairment and disposal of fixed assets	130
Operating profit/(loss)	139
Net financial income/(expense)	-
Share of profits of equity-accounted companies	-
Consolidated profit/(loss) before tax	139
Corporate income tax	(24)
Profit/(loss) from discontinued operations	115

These results of EUR 115 million include both the amount recognized up to the company’s exclusion from the consolidation scope (EUR 8 million) and the capital gain (EUR 130 million) generated by the transaction (EUR 107 million net of tax), on the line impairment and disposal of fixed assets. The effect for Ferrovial was EUR 53 million net of non-controlling interests.

NOTES ON PROFIT/(LOSS) FROM NON-CONTROLLING INTERESTS, NET PROFIT/(LOSS) AND EARNINGS PER SHARE

2.9 PROFIT/(LOSS) FROM NON-CONTROLLING INTERESTS

In 2023, 2022 and 2021 profit/(loss) attributed to non-controlling interests amounted to EUR -170 million, EUR -117 million and EUR -138 million, respectively.

These figures relate to the profits obtained by Group companies attributable to the company’s other shareholders. The positive figures relate to loss-making companies and the negative figures relate to profit-making companies.

(Million euro)	2023	2022	2021	NON-GROUP
Grupo Budimex	(83)	(60)	(109)	49.86%
Autopista Terrasa Manresa, S.A.	(8)	19	14	23.72%
LBJ Infraestructure Group	(20)	(9)	2	45.40%
NTE Mobility Partners	(60)	(47)	(25)	37.00%
NTE Mobility Partners Segments 3 LLC	(41)	(33)	(20)	46.30%
FAM Construction LLC	34	26	7	30.00%
Sugar Creek Construction LLC	-	(2)	(1)	30.00%
I-77 Mobilility Partners	(12)	(6)	(1)	27.80%
I-66 Mobility Partners	16	10	-	44.30%
Yda Havalimani Yatrim Ve (Dalaman)	7	(8)	-	40.00%
Webber United LLC	1	-	-	40.00%
Other companies	(4)	(7)	(1)	-%
TOTAL continuing operations	(170)	(117)	(134)	-%
TOTAL discontinued operations	-	-	(3)	-%
TOTAL	(170)	(117)	(138)	-%

F-54

SECTION 2: PROFIT/(LOSS)​

2.10 NET PROFIT/(LOSS) AND EARNINGS PER SHARE

The calculation of earnings per share attributed to the parent company for 2023, 2022 and 2021 is as follows:

(Million euro, except otherwise indicated)	2023	2022	2021
Net profit/(loss) attributable to ordinary equity holders of the parent:	​	​	​
Continuing operations	325	124	843
Discontinued operations	16	64	358
Net cost of subordinated perpetual bond	(5)	(8)	(8)
Profit/(loss) attributable to ordinary equity holders of the parent for basic earnings	336	180	1,193
Effects of dilution	-	-	-
Profit/(loss) attributable to ordinary equity holders of the parent adjusted for the effect of dilution	336	180	1,193
Weighted average number of ordinary shares for basic EPS (*) (thousands of shares)	728,255	723,477	731,772
Effects of dilution	-	-	-
Weighted average number of ordinary shares adjusted for the effect of dilution (thousands of shares)	728,255	723,477	731,772
Profit/(loss) attributable to ordinary equity holders of the parent from discontinued operations for the basic EPS calculations	16	64	358
Effects of dilution	-	-	-
Profit/(loss) attributable to ordinary equity holders of the parent from discontinued operations for the diluted EPS calculations	16	64	358

(*) The weighted average number of ordinary shares takes into account the weighted effect of changes in treasury shares during the year.

Basic earnings per share have been calculated by dividing profit for the year attributed to the parent company’s shareholders, adjusted for the net coupon for the year on the subordinated perpetual bonds issued by the Group and taken directly to equity (Note 5.1.2), by the weighted average number of ordinary shares outstanding, excluding the average number of treasury shares held during the year.

As regards diluted earnings per share, it should be noted that the Group did not have any dilutive potential ordinary shares, since no convertible debt instruments were issued and the share-based remuneration schemes will not give rise to any share capital increases in the Group. Consequently, no dilutive impact is envisaged when employee rights under the plans are exercised. Hence there was no difference between basic and diluted earnings per share, as shown in the following table:

​	​	2023	2022	2021
Net earnings per share attributed to the parent company (in euros)	Diluted	0.46	0.25	1.63
	Basic	0.46	0.25	1.63
Net earnings per share attributed to the parent company, discontinued operations (in euros)	Diluted	0.02	0.09	0.49
	Basic	0.02	0.09	0.49

Profit/(loss) per business segment is shown in Note 1.5 for 2023, 2022 and 2021.

F-55

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES​

SECTION 3: NON-CURRENT ASSETS AT DECEMBER 31, 2023 AND 2022

This section includes the notes on non-current assets in the balance sheet, excluding deferred tax assets (Section 2) and financial derivatives (Section 5).

The main components of Ferrovial’s non-current assets at December 2023 are “Fixed assets in infrastructure projects”, amounting to EUR 13,495 million (EUR 13,667 million in 2022) and accounting for 70% (71% in 2022) of total non-current assets (Note 3.3); “Investments in associates” totaling EUR 2,038 million (EUR 1,951 million in 2022) (relating mainly to the investments in 407 ETR, IRB and JFK NTO), accounting for 11% (10% in 2022) of total non-current assets (Note 3.5). “Goodwill on consolidation” of EUR 475 million (EUR 480 million in 2022) accounts for 2% ( 3% in 2022) of total non-current assets.

Investments in infrastructure projects

INVESTMENTS IN INFRASTRUCTURE PROJECTS (Million euro)	2023	2022
Opening balance at 01.01	13,667	11,184
Additions	695	1,398
Depreciation	(235)	(145)
Disposals	(4)	(12)
Exchange rate effect	(374)	608
Changes in the scope of consolidation and others	(254)	634
Closing balance at 12.31	13,495	13,667

The variation under investments in infrastructure projects during the year was EUR -172 million, mainly due to the scope changes following the sale of Euroscut Azores in Portugal for EUR -254 million in May 2023. There was also a positive variation, as a result of the increase in the investments in the I-66 and NTE 3.These two projects increased infrastructure project fixed assets by EUR 695 million, net of foreign exchange effects. The foreign exchange effect during the year (EUR -374 million) was also significant, due primarily to the impact of the euro/US dollar exchange rate on the US toll roads, particularly the North Tarrant Express Extension, the I-77 Mobility Partners LLC toll road and the I- 66 Express Mobility Partners LLC toll road.

During 2022, the variation was EUR 2,482 million, mainly due to the increase in the investments in the I-66 and NTE3 toll roads. The foreign exchange effect during the year (EUR 608 million) was also significant, due primarily to the impact of the euro/US dollar exchange rate on the US toll roads.

Lastly, changes in the 2022 scope of consolidation are mainly due to the acquisition of Dalaman International Airport in Turkey for EUR 634 million in July 2022.

Investments in associates

INVESTMENTS IN ASSOCIATES (Million euro)	2023	2022
Opening balance at 01.01	1,951	1,838
Share of profit	215	164
Exchange rate effect	(43)	(29)
Dividends	(311)	(258)
Changes in share capital	214	77
Other movements	12	160
Closing balance at 12.31	2,038	1,951

During 2023, the line “Investments in associates” increased by EUR 87 million due to the share capital increase in JFK NTO Airport (EUR 214 million), the share of these companies’ profits (EUR 215 million), relating primarily to 407 ETR (EUR 154 million), the accounting hedge gains recognized under “Other movements” ​(EUR 12 million), mainly resulting from JFK, dividend payments of EUR -321 million (mainly 407 ETR) and the foreign exchange effect (EUR -33 million) of the euro’s appreciation against the US dollar.

F-56

SECTION 3: NON-CURRENT ASSETS​

During 2022, the variation under “Investments in associates” was EUR 113 million due to the acquisition of 49% of JFK NTO Airport (EUR 59 million), the share of these companies’ profits (EUR 164 million), relating primarily to 407 ETR (EUR 124 million), the accounting hedge gains recognized under “Other movements” ​(EUR 160 million), mainly resulting from the JFK NTO acquisition, dividend payments of EUR -258 million (mainly 407 ETR) and the foreign exchange effect (EUR -29 million) of the euro’s depreciation against sterling and against the Indian rupee.

Goodwill

As regards changes in goodwill, in 2023 there was a decrease of EUR -5 million, primarily due to the exchange rate.

During 2022 there was an increase of EUR 48 million, primarily due to the acquisition of the 60% ownership interest in Dalaman International Airport (EUR 27 million) in July 2022.

3.1 GOODWILL AND ACQUISITIONS

Movements in goodwill during 2023 and 2022 are set out below:

(Million euro)	BALANCE AT 12.31. 2022	Changes in consolidation scope and other	Exchange rate	BALANCE AT 12.31. 2023
Construction	132	-	3	135
Budimex	65	-	5	70
Webber	67	-	(2)	65
Toll Roads	265	-	(6)	259
I-66 Express Mobility Partners Hold. LLC	265	-	(6)	259
Airports	27	-	-	27
Dalaman	27	-	-	27
Energy Infrastructures	56	-	(2)	54
Power Transmission Serv. Chile	45	-	(1)	43
Mining Services Chile	11	-	(1)	10
TOTAL	479	-	(5)	475

(Million euro)	BALANCE AT 12.31. 2021	Changes in consolidation scope and other	Exchange rate	BALANCE AT 12.31. 2022
Construction	127	2	3	132
Budimex	64	2	(1)	65
Webber	50	13	4	67
Ferrovial Services Infrastructure	13	(13)	-	-
Toll Roads	251	-	14	265
I-66 Express Mobility Partners Hold. LLC	251	-	14	265
Airports	-	27	-	27
Dalaman	-	27	-	27
Energy Infrastructures	52	-	3	56
Power Transmission Services Chile	42	-	3	45
Mining Services Chile	10	-	1	11
TOTAL	431	29	19	479

Impairment test

The Group analyzes at least once a year (in December) whether its assets show signs of impairment, in which case it performs the corresponding impairment test, according to the applicable accounting standards IAS 36 “Impairment of assets” and IAS 38 “Intangible assets”. The Group also systematically tests for impairment the cash-generating units that include goodwill.

The goodwill recovery is analyzed at the level of each cash generating unit. The projections used in the impairment tests coincide with the last available business projections approved by the Board and the conclusion was drawn that there is no impairment as at December 31, 2023. Sensitivity analyses were not performed due to the existing headroom (difference between the recoverable amount and the carrying amount).

F-57

SECTION 3: NON-CURRENT ASSETS​

A. Construction Division goodwill (Webber and Budimex):

Methodology

In the case of Webber, in 2023 the goodwill impairment test, based on a 5-year projection, reflects a headroom of 1.7% with respect to its carrying amount of EUR 362 million. The flows were discounted at a rate of 8.9% (9.6% before taxes), calculated using the CAPM based on current market input and in line with the method used in prior years.

As Budimex is listed on the Warsaw Stock Exchange and there is free float, we consider the share price is representative of its value. Therefore, the goodwill was tested for impairment by ascertaining whether Budimex’s closing market price at December 31, 2023 was higher than its carrying amount. Budimex’s share price at December 31, 2023 was 1,086.0% higher than its carrying amount of EUR 156 million, so there are no indications of impairment.

B. Toll Roads Division goodwill (I-66):

The I-66 toll road goodwill arose following the acquisition of an additional 5.704% of the concession operator I-66 Express Mobility Partners Hold. LLC in December 2021.The toll road became operational in the last quarter of 2022.

In 2023, traffic reached 29 million transactions, with traffic ramping up, and a 76.9% EBITDA margin. Therefore, there are no indications that the recoverable amount is below its carrying amount.

The impairment test considers the whole concession term. As pointed out in Note 1.3.4, traffic estimates are based on internal projections and research (e.g. impact of e-commerce in traffic of heavy vehicles or working from home habits in the use of private vehicles); tariffs used are in line with traffic estimates and contract clauses. The 2023 impairment test reflected a headroom of 20% with respect to the carrying amount of EUR 1,971 million. The flows were discounted at a rate of 8.8% (9.7% before taxes).

C. Energy and Mobility goodwill (Power Transmission Services and Mining Services Chile):

The goodwill of Power Transmission Services, the company owning the power transmission lines in Chile, reached EUR 43 million in December 2023.

Based on the goodwill impairment test findings, which used long-term projections that go beyond one year after the first 20 years of the regulated period, when the concessionaire is remunerated based on availability payments, the headroom was 79% with respect to the carrying amount of EUR 34 million at December 31, 2023 (EUR 37 million and 68% in 2022). The flows were discounted at a rate of 10.9% (11.3% before taxes) in 2023.

Goodwill was also recognized in Mining Services Chile, which is engaged mainly in providing mining industry operation and maintenance services, reclassified as a continuing operation in 2022 after being strategically allocated into the Group’s Energy and Mobility Division.

The impairment test, based on a 5-year projection, identified a headroom of 12% in relation to the carrying amount, which was EUR 16 million at December 31, 2023 (37% and EUR 9 million at December 31, 2022). The flows were discounted at a rate (WACC) of 12.8% (17.9% before taxes).

D. Airports Goodwill (Dalaman):

The goodwill recognized on the acquisition in 2022 amounts to EUR 27 million in December 2023 (EUR 27 million in December 2022) and is essentially a balancing item for the tax effects.

The 2023 impairment test reflected a headroom of 26% in relation to the carrying amount which was EUR 146 million at December 31, 2023. The flows were discounted at a rate of 12.7% (13.5% before taxes).

3.2. INTANGIBLE ASSETS

At year-end 2023, the balance of intangible assets, excluding infrastructure project companies, amounted to EUR 122 million (EUR 138 million in 2022).

F-58

SECTION 3: NON-CURRENT ASSETS​

This heading includes mainly:

•

“Concession rights”, reflecting rights to operate the concessions that are not classified as Projects (see definition in Note 1.1.2). At December 31, 2023, the carrying amount of EUR 3 million (EUR 20 million at December 31, 2022) relates primarily to the UK Waste Treatment activity.

•

“Computer software” with a net value of EUR 28 million (EUR 24 million at December 31, 2022).

•

“Other intangible assets”, different from IFRIC 12 intangible rights, amounting to EUR 90 million (EUR 90 million at December 31, 2022), relating essentially to the Budimex Services business included in the Construction Division (EUR 25 million), licenses for the Parque Solar Casilla photovoltaic plant amounting to EUR 9 million, and the easements of the Chilean power transmission lines amounting to EUR 44 million (EUR 40 million at December 31, 2022).

•

No significant fully-depreciated assets were written off during 2023 and 2022.

3.3 INVESTMENTS IN INFRASTRUCTURE PROJECTS

3.3.1 Intangible asset model

(Million euro)	BALANCE AT 01/01/2023	TOTAL ADDITIONS	TOTAL DISPOSALS	FOREIGN EXCHANGE EFFECT	CONSOLIDATION SCOPE CHANGES AND TRANSFERS	BALANCE AT 12/31/2023
Spanish toll roads	714	7	-	-	-	721
US toll roads	12,547	670	(1)	(393)	-	12,823
Other toll roads	391	-	-	-	(387)	4
Toll road investment	13,653	677	(1)	(393)	(387)	13,549
Accumulated depreciation/amortization	(781)	(201)	-	16	132	(834)
Net investment in toll roads	12,872	476	(1)	(377)	(255)	12,715
Investment in other infrastructure projects	632	18	-	-	-	650
Depreciation/amortization of other infrastructure projects	-	(34)	-	-	-	(34)
Total net investment in other infrastructure projects	632	(16)	-	-	-	616
TOTAL INVESTMENT	14,285	695	(1)	(393)	(387)	14,199
TOTAL DEPRECIATION/​ AMORTISATION AND PROVISION	(781)	(235)	-	17	132	(867)
TOTAL NET INVESTMENT	13,504	460	(1)	(376)	(255)	13,333

(Million euro)	BALANCE AT 01/01/2022	TOTAL ADDITIONS	TOTAL DISPOSALS	FOREIGN EXCHANGE EFFECT	CONSOLIDATION SCOPE CHANGES AND TRANSFERS	BALANCE AT 01/01/2022
Spanish toll roads	713	-	-	-	1	714
US toll roads	10,527	1,388	-	632	-	12,547
Other toll roads	391	-	-	-	-	391
Toll road investment	11,632	1,388	-	632	1	13,653
Accumulated depreciation/amortization	(617)	(145)	-	(19)	-	(781)
Net investment in toll roads	11,014	1,244	-	613	1	12,872
Investment in other infrastructure projects	-	-	-	-	632	632
Depreciation/amortization of other infrastructure projects	-	-	-	-	-	-
Total net investment in other infrastructure projects	-	-	-	-	632	632
TOTAL INVESTMENT	11,632	1,388	-	632	633	14,285
TOTAL DEPRECIATION/​ AMORTIS ATION AND PROVISION	(617)	(145)	-	(19)	-	(781)
TOTAL NET INVESTMENT	11,014	1,243	-	613	633	13,504

F-59

SECTION 3: NON-CURRENT ASSETS​

The most significant changes in 2023 and 2022 were as follows:

•

Toll road additions amounted to a gross EUR 677 million in 2023, relating to the US toll roads (EUR 1,388 million in 2022). Out of these, the most significant were the I-66 Express Mobility Partners LLC toll road for EUR 489 million (EUR 1,126 million in 2022) and the North Tarrant Express Extension for EUR 178 million (EUR 261 million in 2022).

•

Exchange rate fluctuations resulted in a change of EUR -376 million in 2023 (EUR 613 million in 2022) in these asset balances, the full amount of which was attributed to the effect of the euro/US dollar exchange rate on the US toll roads (Note 1.4).

•

At December 31, 2023 “consolidation scope changes and transfers” of EUR -255 million relate to the sale of the Euroscut Azores toll road. At December 31, 2022, they related essentially to the consolidation of the Dalaman International Airport assets acquired in July 2022 (Note 1.1.4).

All the concession assets of the infrastructure project companies are pledged to secure borrowings (Note 5.2).

Related borrowing costs capitalized in 2023 and 2022 are described in Note 2.6.

3.3.2 Financial assets from financial asset model concessions

They mainly relate to long-term receivables (more than twelve months) from public administrations in return for services rendered or investments made under concession arrangements, as a result of applying the IFRIC 12 financial asset model. Movements during 2023 and 2022 are set out below:

(Million euro)	INFRASTRUCTURE PROJECT RECEIVABLES 2023	INFRASTRUCTURE PROJECT RECEIVABLES 2022
OPENING BALANCE	163	169
Additions	9	9
Disposals	(12)	(12)
Foreign exchange effect	2	(4)
YEAR-END BALANCE	162	163

Note: balances net of provisions

The following tables show the financial assets by concession operator for 2023 and 2022:

CONCESSION OPERATOR (Million euro)	BALANCES AT 12/31/2023
	LONG-TERM RECEIVABLES	SHORT-TERM RECEIVABLES	TOTAL
Concesionaria de Prisiones Lledoners	52	3	55
Depusa Aragón	22	1	23
Budimex Parking Wrocław	11	-	11
CONSTRUCTION	85	4	89
UK Waste Treatment (Thalia)	77	-	77
UK WASTE TREATMENT	77	-	77
GROUP TOTAL	162	4	166

CONCESSION OPERATOR (Million euro)	BALANCES AT 12/31/2022
	LONG-TERM RECEIVABLES	SHORT-TERM RECEIVABLES	TOTAL
Concesionaria de Prisiones Lledoners	53	3	56
Depusa Aragón	23	1	24
Budimex Parking Wrocław	10	-	10
CONSTRUCTION	86	3	89
UK Waste Treatment (Thalia)	77	-	77
UK WASTE TREATMENT	77	-	77
GROUP TOTAL	163	3	166

F-60

SECTION 3: NON-CURRENT ASSETS​

3.3.3 Cash flow effect

The cash flow effect of project additions primarily accounted for using the intangible asset model amounted to EUR -310 million in 2023 (EUR -784 million in 2022), which differed from the additions recognized in the balance sheet for the following main reasons:

•

Payments owed under the concession agreement on the I-66 toll road (Note 6.4).

•

For projects in which the intangible asset model is applied, due to differences between the accrual basis and cash basis of accounting, as well as capitalized financial costs attributable to projects under construction, which do not give rise to cash outflows.

•

For projects in which the financial asset model is applied, due to increases in receivables as a balancing entry for revenue from services rendered, which also do not give rise to cash inflows.

•

The impact on cash flows also reflects movements on the held for sale line, related to the sale of Azores (Note 1.1.6).

3.4. PROPERTY, PLANT AND EQUIPMENT

Movements under property, plant and equipment in the consolidated statement of financial position for 2023 and 2022 are set out below:

Movements during 2023 (Million euro)	Land and buildings	Plant and machinery	Fixtures, fittings, tooling and furniture	Total
Investment: Balance at 01.01.2023	94	480	395	969
Additions	4	69	142	215
Disposals	(2)	(34)	(27)	(63)
Scope changes and transfers	8	3	(11)	-
Foreign exchange effect	2	5	(4)	3
Balances at 12.31.2023	106	523	495	1,124
Accumulated depreciation and impairment losses at 01.01.2023	(29)	(297)	(164)	(490)
Depreciation charge	(6)	(48)	(19)	(73)
Disposals	-	18	14	32
Scope changes and transfers	1	7	(5)	3
Foreign exchange effect	(1)	(3)	1	(3)
Impairment of property, plant and equipment	-	-	1	1
Balances at 12.31.2023	(35)	(323)	(172)	(530)
Carrying amount at 12.31.2023	71	200	323	594

Movements during 2022 (Million euro)	Land and buildings	Plant and machinery	Fixtures, fittings, tooling and furniture	Total
Investment: Balance at 01.01.2022	100	445	287	832
Additions	17	75	115	207
Disposals	-	(43)	(13)	(56)
Scope changes and transfers	(24)	(3)	5	(22)
Foreign exchange effect	1	6	1	8
Balances at 12.31.2022	94	480	395	969
Accumulated depreciation and impairment losses at 01.01.2022	(31)	(297)	(150)	(478)
Depreciation charge	(4)	(26)	(17)	(47)
Disposals	-	27	8	35
Scope changes and transfers	6	1	1	8
Foreign exchange effect	-	(2)	-	(2)
Impairment of property, plant and equipment	-	-	(6)	(6)
Balances at 12.31.2022	(29)	(297)	(164)	(490)
Carrying amount at 12.31.2022	65	183	231	479

F-61

SECTION 3: NON-CURRENT ASSETS​

Significant changes in 2023 and 2022 by business division were as follows:

Additions:

(Million euro)	2023	2022
Construction	103	98
Toll Roads	9	17
Energy Infrastructures and Mobility	102	86
Other	1	6
TOTAL	215	207

Additions in the Construction Division related to the acquisition of machinery and other equipment; in the Energy Infrastructures and Mobility Division, they primarily arose from the construction of the Centella electricity transmission infrastructure.

In 2022, additions totaled EUR 207 million, the most significant relating to the Construction Division (EUR 98 million) due to the acquisition of machinery and fixtures, fittings, tooling, furniture and vehicles, and to the Energy Infrastructures and Mobility Division (EUR 86 million), arising primarily from the construction of the Parque Solar Casilla renewable energy generation plant.

Cash flow effect:

The 2023 impact on cash flows arising from additions to property, plant and equipment amounted to EUR -77 million (EUR -80 million in 2022), of which EUR -73 million (EUR -74 million in 2022) relates to the Construction Division.

Disposals due to sales or retirement:

As of December 31, 2023, disposals due to sales or retirement amounted to EUR 63 million. Approximately EUR 52 million of this amount relates to Construction, mainly machinery and other equipment.

In 2022, disposals due to sales or retirements amounted to EUR 56 million. Approximately EUR 7 million of this amount relates to sales of Grand Parkway Infrastructure property, plant and equipment, specifically two four-track pavers (EUR 4 million) and two dump trucks (EUR 2.4 million), among other items. The remaining amount relates mainly to the disposal or retirement of fully-depreciated or obsolete assets, having no significant effect on the consolidated income statement.

Other disclosures relating to property, plant and equipment:

The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and any claims that may be brought in the course of business. These policies are considered to provide sufficient coverage for the related risks.

Property, plant and equipment under construction totaled EUR 199 million in 2023 (EUR 150 million in 2022).

At December 31, 2023 and 2022, no significant property, plant or equipment were subject to ownership restrictions or pledged as collateral for liabilities.

3.5 INVESTMENTS IN ASSOCIATES

Due to their significance, the investments in HAH (25%), 407 ETR (43.23%), JFK NTO (49%), AGS (50%) and IRB (24.86%) are presented separately. The considerable losses posted in 2020 and 2021 in the Airports business reduced the investments in HAH and AGS to zero, as losses exceeded the amount of the shareholdings, there being no commitments to inject additional funds (pursuant to IAS 28). The following table shows the main items that explain the variation in these investments.

2023 (Million euro)	HAH (25%)	407 ETR (43,23%)	AGS (50%)	IRB (24,86%)	JFK (49%)	OTHER	TOTAL
Balance at 12.31.22	-	1,063	-	377	235	276	1,951
Capital contributions	-	-	-	-	214	-	214
Share of profit/(loss)	-	154	-	14	4	43	215
Dividends	-	(281)	-	(1)	-	(39)	(321)
Foreign exchange differences	-	(8)	-	(14)	(12)	1	(33)
Derivatives	-	-	-	1	31	(15)	17
Other	-	-	-	(1)	(1)	(3)	(5)
Balance at 12.31.23	-	928	-	376	471	263	2,038

F-62

SECTION 3: NON-CURRENT ASSETS​

2022 (Million euro)	HAH (25%)	407ETR (43,23%)	AGS (50%)	IRB (24,86%)	JFK (49%)	OTHER	TOTAL
Balance at 12.31.21	-	1,181	-	378	-	280	1,838
Share capital contributions	-	-	-	-	59	17	77
Share of profit/(loss)	-	124	-	22	1	18	165
Dividends	-	(237)	-	(2)	-	(19)	(258)
Foreign exchange differences	-	(4)	-	(18)	(4)	(3)	(29)
Derivatives	-	-	-	(4)	117	100	213
Changes in scope of consolidation	-	-	-	-	-	(111)	(111)
Other	-	-	-	2	61	(5)	58
Balance at 12.31.22	-	1,063	-	377	235	276	1,951

3.5.1. Disclosures relating to Heathrow Airports Holdings (HAH)

Possible divestment of Heathrow stake

At December 31, 2023 the completion of the transaction continues to be subject to the satisfaction of the tag-along condition, together with applicable regulatory conditions, and consequently, there can be no certainty that the transaction will be completed. Therefore, this possible divestment does not affect the 2023 Financial Statements.

On November 28, 2023 Ferrovial, through its subsidiary Hubco Netherlands B.V. (“Hubco”), entered into a share purchase agreement (the “Heathrow SPA”) with InfraEuropa SCA represented by its managing general partner InfraEuropa Management S.a r.l (entities and funds managed or controlled by Ardian France SA and its affiliates) (“Ardian”) and Alrahala First Investment Company (a wholly owned subsidiary of The Public Investment Fund) (“PIF”, together with Ardian, the “Buyers”), pursuant to which Hubco agreed to sell and the Buyers agreed to purchase Hubco’s full stake (approximately 25% interest) in FGP Topco Limited (“FGP”), which is a direct shareholder of Heathrow Airports Holdings Limited, the owner of the Heathrow airport in London, United Kingdom (the “Proposed Transaction”).

Pursuant to the Heathrow SPA, Ardian is expected to acquire an approximately 15% interest in FGP and PIF is expected to acquire an approximately 10% interest in FGP. Ardian and PIF are entering into the transaction as individual buyers. However, neither the Hubco nor the Buyers are obliged to complete the transaction unless both Ardian and PIF acquire their respective stakes. The purchase price payable for Hubco’s interest in FGP is comprised of: (i) GBP 2,165 million (the “Base Consideration”); plus (ii) an amount equal to the aggregate of the daily interest on the Base Consideration in the period from (and excluding) December 31, 2021 (the “Locked Box Date”) to (and including) the completion of the Proposed Transaction, which will accrue from day to day and be compounded annually, assuming 365 days in a year. Under the Heathrow SPA, Hubco also undertakes to the Buyers that no Leakage, as defined in the Heathrow SPA, including any dividend or distribution to the Ferrovial Group, to Hubco or an affiliate of Hubco will occur from the Locked Box Date until completion of the Proposed Transaction and, if any such Leakage does occur, it shall be deducted from the purchase price or, if not deducted from the purchase price, Hubco will reimburse the Buyers for any such leakage. As at the date of entry into the SPA, no such Leakage had occurred.

The Proposed Transaction is expected to close in 2024 and is conditional upon: (i) the pre-emption and full tag-along rights in favor of the other FGP shareholders under FGP’s Bylaw and/or shareholders’ agreement; and (ii) the UK Government granting approval of each of the Buyers under the National Security and Investment Act 2021. Given the conditionality in points (i) and (ii), there can be no assurance that closing will occur.

In January 2024, in accordance with the tag-along process, some of FGP Topco’s shareholders exercised their tag-along rights in respect of shares representing 35% of the share capital of FGP Topco (the “Tagged Shares”). It is a condition under the Heathrow SPA for the completion of the Proposed Transaction that the Tagged Shares are also sold. The parties are working towards satisfaction of such condition by exploring different options.

a. Balance sheet and income statement movements 2023-2022

The balance sheet figures shown reflect HAH’s full balances and are presented in pound sterling (details of the exchange rate used in 2023 for the balance sheet and the income statement figures are provided in Note 1.4.

F-63

SECTION 3: NON-CURRENT ASSETS​

Balance sheet 2023-2022

HAH (100%) Million GBP	2023	2022	Var.
Non-current assets	16,478	16,506	(28)
Fixed assets in infrastructure projects	12,384	12,369	15
Financial derivatives	952	1,145	(193)
Other non-current assets	3,142	2,992	150
Current assets	2,904	3,317	(413)
Financial derivatives	92	1	91
Other current assets	2,812	3,316	(504)
TOTAL ASSETS	19,382	19,823	(441)

HAH (100%) Million GBP	2023	2022	Var.
Equity	(2,693)	(3,018)	325
Non-current liabilities	19,947	21,334	(1,387)
Borrowings	16,913	18,025	(1,112)
Financial derivatives	2,010	2,436	(426)
Other non-current liabilities	1,024	873	151
Current liabilities	2,128	1,507	621
Borrowings	1,571	1,008	563
Financial derivatives	27	40	(13)
Other current liabilities	530	459	71
TOTAL LIABILITIES	19,382	19,823	(441)

Equity

As detailed previously, the ownership interest in this company had zero value in 2023 and 2022 since the prior-year losses caused by Covid-19 brought equity attributable to Ferrovial to zero.

The following table shows movements in the 25% equity interest in the company, including both results for the year and results not consolidated because losses for the year exceeded the investment’s value, relating mainly to pensions and derivatives:

2023 (Million euro)	HAH (25%)
Balance at 12.31.2021 without IAS 28	(176)
Share of profit/(loss)	49
Derivatives	21
Pensions	(101)
Currency translation differences	10
Balance at 12.31.2022 without IAS 28	(197)
Share of profit/(loss)	97
Derivatives	1
Pensions	(6)
Currency translation differences	(4)
Balance at 12.31.2023 without IAS 28	(108)

Income statement 2023-2021

The following table shows HAH’s income statement movements for 2023, 2022 and 2021.

HAH (100%) Million GBP	2023	2022	2021
Operating income	3,687	2,913	1,214
Operating expenses	(1,456)	(1,210)	(858)
Fixed asset depreciation	(754)	(795)	(828)
Operating profit/(loss)	1,478	909	(472)
Net financial income/(expense)	(1,012)	(687)	(1,509)
Profit/(loss) before tax	465	222	(1,981)
Corporate income tax	(127)	(54)	319
Net profit/(loss)	338	168	(1,662)
25% Profit/(loss) attributed to Ferrovial (million euro)	98	49	(484)
Profit/(loss) attributed to Ferrovial under IAS 28 (EUR million)	-	-	(238)

F-64

SECTION 3: NON-CURRENT ASSETS​

Heathrow traffic experienced a strong recovery during 2023 as the aviation sector bounced back from the impact of the pandemic.

3.5.2. Disclosures relating to 407 ETR

Given that Ferrovial’s ownership interest in 407 ETR was restated when control was lost in 2010, analyzing the implicit existence of goodwill, as stipulated paragraph 40 and following paragraphs of IAS 28, an impairment exercise is conducted on an annual basis.

a. Impairment analysis

This asset performed well in 2023, revenue having grown by 12.7% and operating profit by 12.7%. It should be noted that in both the in-house valuation of this concession carried out by Ferrovial and the average valuation of 407 ETR carried out by the stock market analysts that follow Ferrovial (more than 20 analysts), the value is more than nine times its carrying amount.

b.Balance sheet and income statement movements 2023-2022

These figures reflect the company’s full balances and are presented in millions of Canadian dollars (details of the exchange rate used in 2023 for the balance sheet and the income statement figures are provided in Note 1.4.

Balance sheet 2023-2022

407 ETR (100%) (million CAD)	Dec. 2023	Dec. 2022	Var. 23/22
Non-current assets	4,584	4,565	19
Fixed assets in infrastructure projects	3,954	3,972	(18)
Non-current financial assets	568	533	35
Deferred taxes	62	60	2
Current assets	1,014	883	130
Short-term trade and other receivables	322	265	57
Cash and cash equivalents	691	618	73
Total assets	5,598	5,448	150
Equity	(5,791)	(5,407)	(384)
Non-current liabilities	10,908	10,640	268
Borrowings	10,318	10,060	258
Deferred taxes	590	580	11
Current liabilities	481	216	265
Borrowings	403	139	265
Short-term trade and other payables	77	77	-
Total liabilities	5,598	5,448	150

There follows a description of the main movements in 407 ETR’s balance sheet at December 31, 2023 compared to the previous year:

Equity

Equity fell by CAD 384 million with respect to the previous year, primarily due to the payment of CAD 950 million in dividends to shareholders, which was offset by the profit for the year of CAD 567 million.

The 43.23% of the subsidiary’s shareholders’ funds does not reflect the consolidated carrying amount of the ownership interest, since the latter also includes the amount of the fair value remeasurement of the investment retained following the divestment of a 10% ownership interest in this company in 2010, recognized as an increase in the investment’s value.

Therefore, the consolidated carrying amount of 407 ETR (EUR 928 million, CAD 1,356 million) is calculated taking into account the 43.23% of the shareholder’s funds presented above (CAD -2,503 million) and the impact related to the above-mentioned operation in 2010 (CAD 3,859 million).

Borrowings

Overall financial debt (short and long term) increased in relation to December 2022 by CAD 500 million due to issuance of new borrowings.

F-65

SECTION 3: NON-CURRENT ASSETS​

Income statement 2023-2021

The following table shows movements in 407 ETR’s income statement during the financial years ended December 2023, December 2022 and December 2021:

407 ETR (100%) (million CAD)	Dec.23	Dec.22	Dec.21
Operating income	1,495	1,327	1,023
Operating expenses	(212)	(188)	(164)
Fixed asset depreciation	(97)	(100)	(102)
Operating profit/(loss)	1,187	1,039	757
Net financial income/(expense)	(412)	(447)	(465)
Profit/(loss) before tax	775	592	292
Corporate income tax	(208)	(156)	(79)
Net profit/(loss)	567	435	213
Profit/(loss) attributable to Ferrovial (million CAD)	245	188	92
Intangible asset amortization adjustment (CAD million)	(21)	(19)	(15)
Adjusted net profit/(loss) attributable to Ferrovial (43.23%) (million CAD)	225	169	77
Adjusted net profit/(loss) attributable to Ferrovial (43.23%) (million euro)	154	124	52

Positive performance driven largely by the lifting of the COVID-19 restrictions by the province of Ontario and the resulting increases in traffic, with return-to-work policies in place and supported by rehabilitation construction works in competing Highway 401.

It should be noted that the profit/(loss) attributable to Ferrovial also includes the depreciation charged over the concession term on the remeasurement recognized following the loss of control of the company as a result of the sale in 2010 mentioned above.

3.5.3 Disclosures relating to JFK NTO LLC

As indicated in Note 1.1.6, the agreement whereby Ferrovial invested in the capital of JFK NTO LLC, which will remodel, build, finance, operate and maintain the facilities of the new terminal one at New York’s John F. Kennedy International (JFK) Airport, came into effect on June 10, 2022. Ferrovial holds a 49% indirect ownership interest in the project.

As also commented in that note, Ferrovial agreed with Carlyle Group on the payment of earn-out consideration should Carlyle divest its outstanding 4% interest in Mars NTO LLC. This earn-out payment would be triggered either if Carlyle transfers its stake to a third party or to Ferrovial. This payment depends on the value creation by the project. An estimation of the earn-out payment was included in our valuation of the investment as presented in the audited financial statements. Any future changes in the valuation of the earn-out may affect our results.

The shareholders made a commitment to inject share capital of USD 2,330 million, of which Ferrovial will contribute USD 1,142 million. At December 31, 2023, USD 600 million had been disbursed (USD 294 million relates to Ferrovial).

Dividend payments by the company are restricted during the construction phase, which is estimated to end in mid-2026. Dividend payments are also subordinated to the payment of concession rent to the Airport Authority of New York and New Jersey.

The balance sheet resulting from the application of the intangible model (IFRIC 12) is shown below:

Balance sheet 2023

JFK (100%) Million USD	Dec. 2023	Dec. 2022
Non-current assets	6,478	5,265
Fixed assets in infrastructure projects	2,247	1,062
Right of use (Port Authority)	3,921	3,805
Non-current financial assets	178	270
Trade receivables	132	128
Current assets	325	116
Short-term trade and other receivables	178	13
Cash and cash equivalents	148	103
Total assets	6,803	5,381

F-66

SECTION 3: NON-CURRENT ASSETS​

JFK (100%) Million USD	Dec. 2023	Dec. 2022
Equity	931	382
Share capital	600	127
Share of profit/(loss)	11	3
Hedging instrument impact	321	252
Non-current liabilities	5,559	4,940
Long-term borrowings	1,740	1,137
Other long-term payables	3,819	3,802
Current liabilities	313	59
Short-term borrowings	40	54
Short-term trade and other payables	273	5
Total liabilities	6,803	5,381

JFK NTO’s main assets and liabilities are described below:

•

Fixed assets in infrastructures projects, which fundamentally comprise:

–

Intangible assets (USD 2,247 million), including all the expenses necessary to obtain the concession contract, as well as the project’s construction and development costs.

–

Payments to the Port Authority (USD 3,921 million) related to the present value of the future payments, throughout the concession period, for the acquisition of the concession. Also, a liability of the same amount has been recorded, corresponding to the value of future payment obligations, under financial debt in non-current liabilities (“Other long-term payables”).

•

Long-term borrowings (USD 1,740 million) relating to the credit line carried at amortized cost under non-current liabilities, mainly the USD 2 billion nominal amount of the Munibond issued on December 6, 2023. This bond emission mitigates nearly one-third of the refinancing risk with still three years to refund the initial bank loan. A portion of the issuance (USD 800 million) was insured by Assured Guaranty Municipal Corp. (“AGM”). JFK NTO, as a matter of its ongoing business operations, continues monitoring the refinancing market for its bank facility and may refinance any outstanding amounts thereunder when market conditions are deemed appropriate by the lessee.

•

In addition, JFK NTO has contracted interest rate swaps (IRS) associated with the project’s bank borrowings and future debt issuances, for a notional amount of USD 3,005 billion, which have been treated as effective accounting cash flows hedges. During the year there has been an impact on the company’s reserves in the amount of USD 69 million (EUR 31 million at Ferrovial’s ownership interest).

•

Equity (USD 931 million). Movements in equity are primarily explained by the capital contributions under this same heading in the amount of USD 473 million and USD 69 million reflecting the impact on reserves of the change in market value of the derivative associated with the current debt since the acquisition date.

3.5.4 Disclosures relating to AGS

Among the other equity-accounted businesses, the most noteworthy is the 50% ownership interest in the company AGS, which owns Aberdeen, Glasgow and Southampton airports in the UK.

The three airports were severely affected by Covid-19, although in 2023 passenger numbers reached 10.4 million (9.2 million in 2022). The airports are still below 2019 due primarily to the negative effect of the Flybe bankruptcy.

The consolidation of the resulting losses reduced the value of the ownership interest to zero at both December 2023 and December 2022.

F-67

SECTION 3: NON-CURRENT ASSETS​

The following table shows movements in the 50% equity interest in the company, including both results for the year and results not consolidated because losses for the year exceeded the investment’s value, relating mainly to pensions and derivatives:

2023 (Million euro)	AGS (50%)
Balance at 12.31.2021 without IAS 28	(60)
Share of profit/(loss)	(17)
Derivatives	10
Pensions	(4)
Other	(1)
Currency translation differences	14
Balance at 12.31.2022 without IAS 28	(58)
Share of profit/(loss)	(13)
Derivatives	(7)
Pensions	(3)
Currency translation differences	23
Balance at 12.31.2023 without IAS 28	(59)

AGS refinancing agreement

On March 21, 2024, AGS reached the closing of the refinancing process of its existing outstanding debt, which had a maturity of June 18, 2024 and principal outstanding amounting to GBP 757 million. The former outstanding debt under the debt facility has been repaid using a combination of the proceeds of the new term loan under the refinancing agreement, a GBP 80 million equity injection (of which GBP 40 million corresponds to our contribution), and AGS' cash. Ferrovial GBP 40 million contribution has been funded by means of a shareholder loan in addition to GBP 120.6 million (including interest) and GBP 19.7 million (including interest) in existing Ferrovial shareholder loans as of December 2023, which will be extended until February 2030 at an amended interest rate.

The Company has reassessed the recoverability of the shareholder loan, concluding that it is recoverable on the basis of projections updated to account for the refinancing agreement.

3.5.5. Disclosures relating to IRB

As indicated in Ferrovial’s 2021 consolidated financial statements, the Group (through Cintra) acquired a 24.86% stake in the Indian listed company IRB Infrastructure Developers Ltd on December 29, 2021. The deal was completed after a preferential share issue by IRB Infrastructure Developers. The amount paid totaled EUR 369 million. The transaction price was set in accordance with applicable legislation, taking into account the average price weighted by the trading volume during the two-week period prior to the year-end.

The price of IRB’s stock at December 31, 2023 is INR (Indian Rupee) 41.55 per share (29.09 at December 31, 2022).

The company’s fiscal year runs from April through March. IRB’s latest audited available financial statements are those of March 2023. IRB contributed a profit of EUR 14.5 million to Ferrovial for the period between January to December 2023.

3.5.6. Other disclosures relating to associates

a) Movements relating to the remaining associates

The associates breakdown, showing consolidated ownership interests and the main data is disclosed in Appendix I.

A summary is presented in the following table:

Million euro	2023	2022
Madrid Calle 30	52	51
Riverlinx Limited – Silvertown Tunnel	52	55
Netflow OSARS (Western)	42	50
Ruta del Cacao	22	8
FMM Company LLC	19	19
A66 Benavente – Zamora	17	17
Other	59	76
TOTAL	263	276

F-68

SECTION 3: NON-CURRENT ASSETS​

b) Other information

There are no significant restrictions on the capacity of associates to transfer funds to the parent company in the form of dividends, debt repayments or advances, other than such restrictions as might arise from the financing agreements of those associates or from their own financial position, and there are no contingent liabilities relating to associates that might ultimately be assumed by the Group.

There are no significant companies in which the ownership interest exceeds 20% that are not equity-accounted.

The guarantees provided by Group companies to equity-accounted companies are detailed in Note 6.5.2.

3.6 NON-CURRENT FINANCIAL ASSETS

Set out below is a breakdown of movements at December 31, 2023 and December 31, 2022:

MOVEMENTS (Million euro)	LONG-TERM LOANS TO ASSOCIATES	RESTRICTED CASH FROM INFRASTRUCTURE PROJECT COMPANIES AND OTHER FINANCIAL ASSETS	FINANCIAL INVESTMENTS CARRIED AT FAIR VALUE	LOANS ASSOCIATED WITH DIVESTMENT TRANSACTIONS	OTHER LONG-TERM RECEIVABLES	TOTAL
BALANCE AT 01/01/2022	228	580	41	-	33	882
Additions	36	153	12	192	1	394
Disposals	(4)	(172)	-	-	(35)	(211)
Transfers and other	-	-	(19)	(3)	21	(1)
Foreign exchange	(13)	36	1	-	7	31
BALANCE AT 12/31/2022	247	597	35	189	27	1,095
Additions	40	432	9	10	6	497
Disposals	(37)	(381)	-	-	(5)	(423)
Transfers and other	-	-	1	(13)	-	(12)
Foreign exchange	12	(20)	-	-	(1)	(9)
BALANCE AT 12/31/2023	262	628	45	186	27	1,148

Note: Balances net of provisions

Long-term loans to associates

Ferrovial granted a subordinated loan amounting to GBP 121 million (EUR 139 million) to the company AGS, not including the provision for expected losses recognized under IFRS 9, which stands at GBP 9 million (EUR 11 million). The company’s other shareholder has granted loans on the same terms. In addition, a subordinated debt loan is granted to Concesionaria Ruta del Cacao, S.A.S., in the amount of EUR 62 million. The increase in the year corresponds to the capitalization of interest.

Regarding AGS, a recoverability analysis of the loan was carried out, including expectations of the asset’s future performance, the company’s liquidity forecasts for the next twelve months, and the status of the bank borrowings following the agreement on the above-mentioned loan:

Future asset trends: AGS owns the assets, so operations are not subject to a concession period. Accordingly, a model was prepared in which traffic is assumed to progressively recover. The assumptions in this model are consistent with forecasts of air traffic trends obtained from different sources. The model shows a total value for AGS that is above the carrying amount of the current investment.

Liquidity: The contingency plans adopted during 2021 and 2022 allowed the Company to end the year in a positive liquidity position. Projections show that the available liquidity would be sufficient to keep the business running based on estimated traffic levels.

Bank borrowings: Following the agreement in 2021 to amend and extend the loan granted by a syndicate of banks, AGS had until June 2024 to repay it. The company was, at the end of 2023, in the last steps of agreeing a new refinancing of its external debt with a new syndicate of banks. On March 21, 2024, AGS reached the closing of the refinancing process of its existing outstanding debt, which had a maturity of June 18, 2024, and a principal outstanding amounting to GBP 757 million.

F-69

SECTION 3: NON-CURRENT ASSETS​

On the basis of the three factors analyzed, the amounts borrowed by the company are likely to be recovered, in view of the information currently available. The above notwithstanding, an expected loss provision of GBP 9 million (EUR 11 million) was set up in its balance sheet in accordance with IFRS 9.

Restricted cash from infrastructure project companies

The item “Restricted cash from infrastructure project companies and other financial assets” ​(EUR 432 million) relates primarily to the NTE Mobility Partners toll road (EUR 336 million) and the I-77 Mobility Partners toll road (EUR 62 million).

The 2023 variation is related mainly to NTE Mobility Partners Segments 3 LLC (EUR -374 million), due primarily to dividend payments. The note on the net cash position provides details of the main balances and changes recognized in relation to this line item.

Loans associated with divestment transactions

The item relates to the debt generated by divestments made on deferred payment terms in connection with the sale of Amey debt, as discussed in Note 1.1.5 of these notes to the financial statements.

As explained in the above-mentioned notes, the business carried on in the United Kingdom through the subsidiary Amey was sold in 2022. The purchase consideration was received partly in cash and partly in the form of loans granted to the buyers for an amount of GBP 151.8 million (EUR 172.8 million), to a company controlled by funds managed by One Equity Partners, in association with its shareholder Buckthorn Partners. At December 2023, and derived from the agreement reached with Buckthorn to repay the loan, an impairment loss of GBP 13 million has already been recorded through the income statement. On 5 April 2024, this vendor loan has been terminated as Ferrovial has received the agreed GBP 149.0 million of loan principal plus GBP 1.9 million interest accrued in 2024.

Additionally, the energy and water infrastructure maintenance services business was sold to the British fund Rubicon for the amount of GBP 18 million (EUR 20 million). In the final quarter of the year, Rubicon repaid GBP 2 million based on the agreed repayment schedule.

Following the divestment operation, the Company assessed the recoverability of the loans, concluding that they are recoverable on the basis of the latest projections.

Other long-term receivables

Interests in investment funds amounting to EUR 20 million and relating to the Credit Suisse (Lux) Supply Chain Finance Fund, which invested in supplier invoices insured by companies with an investment grade rating (average of AA-). This fund is currently in the process of liquidation. The amount invested is regarded as recoverable and is expected to be recovered after more than one year.

3.7 RIGHT-OF-USE ASSETS AND ASSOCIATED LIABILITIES

Set out below are movements in right-of-use assets in the balance sheet:

MOVEMENTS (Million euro)	LAND	BUILDINGS	VEHICLES	PLANT AND MACHINERY	OFFICE EQUIPMENT AND OTHER	TOTAL
BALANCE AT 12/31/2021	12	67	70	23	4	176
Additions	6	25	21	15	3	70
Disposals	(2)	(6)	(8)	(2)	(3)	(21)
Transfers and other	(2)	3	(8)	2	1	(4)
Depreciation/amortization	(1)	(13)	(15)	(10)	(2)	(41)
Scope changes	-	-	-	-	-	-
Foreign exchange effect	-	1	1	1	-	3
BALANCE AT 12/31/2022	13	77	61	29	3	183
Additions	2	16	34	30	5	87
Disposals	2	3	1	(2)	(1)	3
Transfers and other	(2)	6	-	(2)	-	2
Depreciation/amortization	(1)	(15)	(27)	(20)	(2)	(65)
Scope changes	(2)	(4)	(5)	(1)	-	(12)
Foreign exchange effect	-	-	(1)	(1)	-	(2)
BALANCE AT 12/31/2023	12	83	63	33	5	196

The most significant variations under this heading relate to additions totaling EUR 87 million (EUR 70 million in 2022), of which EUR 72 million (EUR 64 million in 2022) is associated with Construction Division leases.

F-70

SECTION 3: NON-CURRENT ASSETS​

Movements in lease liabilities are set out below:

​	LEASE LIABILITIES
BALANCE AT 12.31.2021	173
Additions under new leases	86
Associated financial expenses	12
Disposals due to payments	(72)
Foreign exchange effect	1
Consolidation scope change and other	(15)
BALANCE AT 12/31/2022	184
Additions under new leases	97
Associated financial expenses	14
Disposals due to payments	(87)
Foreign exchange effect	(1)
Consolidation scope changes and other	(7)
BALANCE AT 12/31/2023	200
Short-term lease liabilities 2023	59
Long-term lease liabilities 2023	141

Financial expenses associated with lease agreements amounted to EUR 14 million at December 31, 2023 (EUR 12 million at December 31, 2022). Lease payments in 2023 amounted to EUR -87 million (EUR -72 million in 2022) (Note 5.3).

Set out below are future maturities of lease liabilities in each business area at December 31, 2023:

​	2024	2025	2026	2027	2028	2029 AND BEYOND	TOTAL
Corporation	2	3	3	3	3	13	27
Construction	47	35	23	12	7	27	151
Toll Roads	2	1	1	-	-	-	4
Energy and mobility infrastructures	8	4	2	1	-	3	18
TOTAL LEASE LIABILITIES	59	43	29	16	10	43	200

At December 31, 2023 lease expenses recognized in operating profit/(loss) reached EUR 250 million (EUR 256 million in 2022 and EUR 236 million in 2021) and relate to the following items:

a.

Expenses under agreements that though meeting the definition of a lease under IFRS 16 are using the exemptions granted by the standard for short-term leases and leases for which the underlying asset is of low value. Given the nature of the Group’s business, assets are normally leased to carry out various phases of a project for periods of less than one year or are considered to have a low value (below EUR 5,000).

b.

Agreements that are not leases as defined in IFRS 16 as they do not convey the right to control the use of an identified asset or even if an asset is specified, the supplier has the substantive right to substitute the asset throughout the period of use. This is especially frequent in construction projects.

F-71

SECTION 4: WORKING CAPITAL​

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES​

SECTION 4: TRADE CURRENT ASSETS AND LIABILITIES AT DECEMBER 31, 2023 AND 2022

This section contains the notes on Inventories (Note 4.1), Short-term trade and other receivables (Note 4.2) and Short-term trade and other payables (Note 4.3). The net balance of these items is referred to as working capital.

The distinction between current and non-current assets and liabilities is made on the basis of whether or not the asset or liability is expected to be recovered or settled in the ordinary course of the company’s business cycle. There is a presumption that normally the business cycle has a duration of one year, but there could be assets and liabilities used in activities in which operations are considered to mature over more than one year that should be considered as current assets and liabilities, specifically in relation to the construction activity, since the life of a construction contract is greater than one year.

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Inventories	476	5	−	(23)	458
Short-term trade and other receivables	1,600	19	(12)	70	1,677
Short-term trade and other payables	(3,429)	(23)	1	(195)	(3,646)
TOTAL	(1,353)	1	(11)	(148)	(1,511)

Million euro	2021	Exchange rate	Consolidation scope changes	Other	2022
Inventories	404	9	−	63	476
Short-term trade and other receivables	1,336	(10)	15	260	1,600
Short-term trade and other payables	(2,812)	(4)	(6)	(608)	(3,429)
TOTAL	(1,072)	(4)	9	(285)	(1,353)

Section 4.4 contains a more detailed analysis of the balance sheet items relating to the recognition of revenue from contracts with customers in the Construction business, including the disclosures required by IFRS 15 in relation to those contracts.

4.1 INVENTORIES

Inventories break down as follows at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Goods purchased for resale	24	−	−	(4)	20
Raw materials and other supplies	322	8	−	(27)	303
Bidding and mobilization costs	129	(2)	−	8	135
Inventories	476	5	−	(23)	458

Goods purchased for resale relates primarily to the Construction business (EUR 19 million in 2023, compared to EUR 24 million in 2022).

EUR 303 million in 2023 (compared to EUR 322 million in 2022) in raw materials and other supplies relates mainly to the Construction Division, primarily the Poland activity reaching EUR 140 million (EUR 159 million in 2022) and the US activity standing at EUR 101 million (EUR 96 million in 2022).

Bidding and mobilization costs are written off systematically as the goods and services relating to the asset are transferred to customers. In 2023, EUR 14 million of bidding costs and EUR 0.02 million of mobilization costs were amortized. The increase in 2023 (EUR 8 million) is mainly in USA.

F-72

SECTION 4: WORKING CAPITAL​

4.2 SHORT-TERM TRADE AND OTHER RECEIVABLES

Set out below is a breakdown of this heading at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Trade receivables for sales and services	1,300	15	(12)	51	1,353
Other receivables	300	4	−	20	324
TOTAL RECEIVABLES	1,600	19	(12)	70	1,677

a) Trade receivables for sales and services

Trade receivables break down as follows at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Trade receivables	962	13	(12)	1	963
Bad debt provisions	(209)	(1)	−	(6)	(216)
Net trade receivables	753	12	(12)	(5)	748
Completed work pending certification	406	2	−	38	446
Retentions	141	1	−	18	160
TRADE RECEIVABLES FOR SALES AND SERVICES	1,300	15	(12)	51	1,353

The change under the heading “Other” ​(EUR 51 million) is explained primarily by the increase in Construction (EUR 47 million), primarily in Poland (EUR 61 million), as a result of business performance.

In addition, scope changes during 2022 related primarily to the Euroscut Azores toll road disposal.

Finally, there are no balance sheet items relating to factoring agreements at December 31, 2023 or 2022 and there were no movements during 2023.

Set out below is a breakdown of the main trade receivables by debtor type at December 31, 2023 and 2022:

At 12.31.2023 (Million euro)	CONSTRUCTION		OTHER AND ADJUSTMENTS		TOTAL
Public sector	777	57%	93	n.a.	870	64%
Private sector	414	30%	13	n.a.	427	32%
Group companies and associates	171	13%	(116)	n.a.	55	4%
TOTAL	1,363	100%	(10)	N.A.	1,353	100%

At 12.31.2022 (Million euro)	CONSTRUCTION		OTHER AND ADJUSTMENTS		TOTAL
Public sector	813	−	90	n.a.	904	70%
Private sector	324	−	22	n.a.	346	27%
Group companies and associates	97	−	(47)	n.a.	50	4%
TOTAL	1,235	−	65	N.A.	1,300	100%

The Group has pre and post-contracting measures in place to manage customer credit risk, such as consulting debtor registers, ratings or solvency studies, etc. and monitoring incidents and default, etc. while the work is in progress.

Changes to trade provisions are set out below:

(Million euro)	2023	2022
Opening balance	209	209
Amounts charged to the income statement:	5	(1)
Charges	12	5
Reversals	(8)	(4)
Applications	−	(2)
Foreign exchange effect	1	−
Transfers and other	1	1
Closing balance	216	209

F-73

SECTION 4: WORKING CAPITAL​

Group management considers that the carrying amount of trade receivables approximates fair value.

b) Other receivables

Other receivables break down as follows at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Advance payments to suppliers	61	−	−	6	67
Sundry receivables	96	4	−	10	110
Infrastructure project receivables	3	−	−	−	4
Amounts receivable from Public Administrations	139	1	−	4	144
OTHER RECEIVABLES	300	4	−	20	324

4.3 SHORT-TERM TRADE AND OTHER PAYABLES

Set out below is a breakdown of this heading at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Trade payables	1,663	13	(2)	24	1,698
Work certified in advance	962	(3)	−	165	1,124
Advance payments	402	5	−	(1)	406
Other non-trade payables	402	9	1	7	419
TRADE AND OTHER PAYABLES	3,429	23	(1)	195	3,646

a) Trade payables

Set out below is a breakdown of trade payables at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Trade payables	1,187	7	(2)	(35)	1,158
Trade payables sent for reverse factoring	234	−	−	48	281
Withholdings made from suppliers	242	5	−	11	259
TRADE PAYABLES	1,663	13	(2)	24	1,698

Trade payables increased by EUR 35 million compared to the balance recognized at December 31 2022. Excluding the foreign exchange effect and scope changes, trade payables grew by EUR 24 million, primarily in the Construction Division (EUR 80 million), partially offset by the deferred payment for the acquisition of Dalaman airport in the previous year (EUR -26 million), and payments in the Energy Infrastructures and Mobility business (EUR -15 million).

Trade payables pending payment to suppliers under reverse factoring arrangements (Note 1.3.3.3 on accounting policies) increased by EUR 48 million compared to the balance at December 31, 2022.

Group management considers that the carrying amount of trade receivables approximates fair value.

b) Work certified in advance and advance payments from customers

This heading includes:

•

Work certified in advance (see definition in Notes 4.4 and 1.3.3.4) increased by EUR 165 million against December 2022 (excluding the foreign exchange effect and scope changes), primarily in the US and Canada, relating particularly to the Ontario Metro project (EUR 72 million).

•

The balance of advance payments from customers (see definition in Note 4.4) decrease by EUR -1 million in relation to December 2022.

F-74

SECTION 4: WORKING CAPITAL​

c) Other non-trade payables

“Other non-trade payables” break down as follows:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Accrued wages and salaries	190	5	−	32	227
Taxes payable	171	4	−	(13)	162
Other payables	41	−	1	(12)	30
OTHER NON- TRADE PAYABLES	402	9	1	7	419

4.4 BALANCES UNDER CONTRACTS WITH CUSTOMERS AND OTHER IFRS 15 DISCLOSURES

Balance sheet information under IFRS 15

As indicated in Note 1.3.3.4 in relation to the policy for recognizing contract revenue (IFRS 15), for contracts in which the performance obligations are measured over time, the difference between the revenues recognized for services rendered and the amounts actually billed to the customer are systematically analyzed on a contract-by-contract basis.

If the amount billed is lower than the revenue recognized, the difference is recognized as an asset under “Trade receivables for sales and services – Net completed work pending certification” ​(Note 4.2), whereas if the revenue recognized is lower than the amount billed, a liability is recognized under “Short-term trade and other payables – Work certified in advance” (Note 4.3).

For certain construction contracts, advances are agreed, paid by the customer at contract inception and offset against progress billings as the works are executed.

These balances are carried on the liabilities side of the balance sheet under the heading “Trade payables” ​(Note 4.3.a).

In contrast to the advance payments, under some contracts the customer retains a portion of each progress billing payment to guarantee certain contractual obligations are met, which is not reimbursed until the contract is definitively settled. These balances are carried on the assets side of the balance sheet under “Trade receivables for sales and services” (Note 4.3.a).

Unlike completed work pending certification and work certified in advance, advances and retentions are balances that will have an impact on future cash flows, since in the case of the advances a lower amount will be collected in the future as the advances are discounted from the progress billings, whereas the retentions will give rise to higher collections in the future, since the customer will reimburse the related amounts as and when the contract work is settled. Most of the Revenue recognised in the reporting period was included in the contract liability balance at the beginning of the period.

Set out below is a breakdown of the amounts recognized in this connection at December 31, 2023 and 2022:

Million euro	2022	Exchange rate	Consolidation scope changes	Other	2023
Completed work pending certification	406	2	−	38	446
Retentions	141	1	−	18	160
Total customer contract assets	547	3	−	56	605
Work certified in advance	962	(3)	−	165	1,124
Advance payments	402	5	−	(1)	406
Total customer contract liabilities	1,364	2	−	164	1,529

The balance of work completed pending certification at December 31, 2023 and 2022 related almost entirely to revenue under the main contract with the customer since, according to the Group’s general policy, only work that is due and payable, i.e. has been approved by the customer, may be recognized in the accounts. Claims only include cases in which it is deemed highly likely that there will be no reversal of revenue in the future.

In general, performance obligations in the construction business are fulfilled over time. Therefore, as the amounts relating to changes and claims are immaterial under the completed work pending certification heading, the balance relates basically to differences between work completed and work certified due to timing differences in the customer certification and review process, billing milestones or certification schedule.

F-75

SECTION 4: WORKING CAPITAL​

Other disclosures relating to IFRS 15:

Revenue from contracts with customers:

EUR 8,339 million of the total revenue recognized in 2023 (EUR 7,385 million and EUR 6,810 million in 2022 and 2021, respectively) (Note 2.1 Operating income) related to revenue from contracts with customers, which accounted for 97.9% of revenue recognized (97.8% and 98.6% in 2022 and 2021, respectively).

Million euro	2023	2022	2021
Construction	6,909	6,287	5,799
Toll Roads	1,071	765	570
Airports	8	5	2
Other segments	351	328	822
Revenue from contracts with customers	8,339	7,385	6,810

The table below shows a breakdown of income pending recognition in relation to uncompleted performance obligations at year-end by business area and includes an estimate of the years in which it is expected to appear in income.

REVENUE	2024	2025	2026	2027	2028 and beyond	TOTAL
Construction	6,552	4,200	2,006	1,179	1,695	15,632
Energy Infrastructures and Mobility	179	137	88	76	446	926
Total	6,731	4,337	2,094	1,255	2,141	16,558

In 2023, there are a total of 1,236 contracts in force in the Construction businesses (1,159 contracts in 2022) and 31 Energy Infrastructure contracts (29 contracts in 2022).

F-76

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES​

SECTION 5: CAPITAL AND FINANCING STRUCTURE AT DECEMBER 31, 2023 AND 2022

The notes in this section describe trends in Ferrovial’s financial structure at December 31, 2023 and 2022, addressing both changes in equity (Note 5.1) and cash and cash equivalents and borrowings (Note 5.2), broken down by project company and ex-project company. They also describe the Group’s exposure to the main financial risks and risk management policies (Note 5.4), as well as derivatives contracted for such purposes (Note 5.5).

At December 31, 2023 and 2022, the Company’s equity (Note 5.1) attributed to shareholders decreased in relation to the previous years, due essentially to the net profit for the year, partially offset by shareholder remuneration and hybrid loan reimbursement.

EQUITY ATTRIBUTED TO SHAREHOLDERS Closing balance at 12.31.2022	(Million euro) 4,233
Net profit/(loss)	341
Income and expense recognized directly in equity	(80)
Amounts transferred to the income statement	8
Shareholder remuneration	(250)
Share-based remuneration scheme	12
Hybrid bond reimbursement	(513)
Other	15
Closing balance at 12.31.2023	3,766

Regarding infrastructure projects gross debt, the variation during 2023 is primarily due to the foreign exchange effect (EUR -211 million) and the impact of scope changes relating to the Azores Toll Road disposal (EUR -281 million). The increase of EUR 440 million is mainly explained by the US projects due to the debt drawn down by NTE Mobility Partners toll road, capitalization of interest and accrued unmatured interest.

BORROWINGS OF INFRASTRUCTURE PROJECTS Closing balance at 12.31.2022	(Million euro) 7,967
Net drawdowns	440
Exchange rate effects	(211)
Changes in scope of consolidation	(281)
Closing balance at 12.31.2023	7,915

Regarding ex-infrastructure projects borrowings, the variation during the year is primarily due to the net drawdowns on corporate debt.

BORROWINGS OF EX INFRASTRUCTURE PROJECTS Closing balance at 12.31.2022	(Million euro) 3,691
Net drawdowns	(228)
Exchange rate effects	-
Changes in scope of consolidation	-
Closing balance at 12.31.2023	3,463

F-77

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

5.1 EQUITY

5.1.1 Changes in equity

There follows a breakdown of the main equity impacts during 2023 and 2022:

​	Attributed to shareholders	Attributed to non- controlling interest	Total equity
Equity at 01.01.2022	4,156	1,790	5,946
Consolidated profit/(loss) for the year	188	117	305
Impact on hedge reserves	348	(15)	333
Impact on defined benefit plan reserves	-	-	-
Currency translation differences	43	80	123
Income and expenses recognized directly in equity	391	65	456
Amounts transferred to the income statement	131	-	131
TOTAL RECOGNIZED INCOME AND EXPENSES	710	182	892
Scrip dividend/other dividends	(132)	(160)	(292)
Treasury share transaction	(446)	-	(446)
SHAREHOLDER REMUNERATION	(578)	(160)	(738)
Capital contributions	-	356	356
Share-based remuneration scheme	-	-	-
Hybrid bond	(8)	-	(8)
Scope changes	(88)	67	(21)
Other movements	41	5	46
OTHER TRANSACTIONS	(55)	428	373
Equity at 12.31.2022	4,233	2,240	6,473
Consolidated profit/(loss) for the year	341	170	511
Impact on hedge reserves	3	3	6
Impact on defined benefit plan reserves	-	-	-
Currency translation differences	(83)	(42)	(125)
Income and expenses recognized directly in equity	(80)	(39)	(119)
Amounts transferred to the income statement	8	-	8
TOTAL RECOGNIZED INCOME AND EXPENSES	269	131	400
Scrip dividend/other dividends	(136)	(379)	(515)
Treasury share transaction	(114)	-	(114)
SHAREHOLDER REMUNERATION	(250)	(379)	(629)
Capital contributions	-	117	117
Share-based remuneration scheme	12	-	12
Hybrid bond reimbursement	(513)	-	(513)
Scope changes	-	2	2
Other movements	15	2	17
OTHER TRANSACTIONS	(486)	121	(365)
Equity at 12.31.2023	3,766	2,113	5,879

There follows a description of the main movements in shareholders’ funds in 2023 and 2022, which resulted in a decrease of EUR -467 million in 2023 and an increase of EUR 77 million in 2022 in equity attributable to shareholders.

Consolidated profit/(loss) for 2023 and 2022 attributed to the parent company reached EUR 341 million and EUR  188 million, respectively.

Income and expense recognized directly in equity relate to:

•

Hedging instruments: recognition of the changes in value of the effective portion of derivatives designated as hedges, as detailed in Note 5.5, with a positive impact of EUR 3 million in 2023, of which EUR -9 million related to fully-consolidated companies, EUR 17 million to equity-accounted companies and EUR -5 million to companies held for sale operations, as compared to EUR 348 million in 2022, of which EUR 187 million related to fully-consolidated companies and EUR 161 million to equity-accounted companies.

•

Currency translation differences: In 2023, the currencies to which Ferrovial was most exposed in terms of equity (mainly the Canadian dollar, US dollar, pound sterling and Indian rupee), as detailed in Note 5.4.b, gave rise to currency translation differences of EUR -83 million attributed to the parent company, primarily the US dollar (EUR -52 million)

F-78

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

and Canadian dollar (EUR -34 million). These translation differences are presented net of the effect of foreign currency hedging instruments contracted by the Group to offset this impact (Note 5.5).

During 2022, the currencies to which Ferrovial was most exposed in terms of equity (mainly the Canadian dollar, US dollar, pound sterling and Indian rupee), as detailed in Note 5.4.b, gave rise to currency translation differences of EUR 43 million attributed to the parent company, so the appreciation of the Canadian dollar (EUR 29 million) and US dollar (EUR 59 million) against the euro was partially offset by the depreciation of the pound sterling (EUR -23 million) and the Indian rupee (EUR -18 million) against the euro. These translation differences are presented net of the effect of foreign currency hedging instruments contracted by the Group to offset this impact (Note 5.5).

Amounts transferred to the income statement:

At December 31, 2023

This reflects the impact of the reclassification from shareholders’ funds to results (under IAS 21) of the effect accumulated in reserves of the IRSs contracted to cover the bank borrowings obtained by Ferrovial SE in 2022 (which were voluntarily repaid in September 2023), in the amount of EUR -9 million after tax (positive impact on the income statement). This was partially offset by the reclassification to the income statement of the impact accumulated in reserves of the derivatives used to hedge the debt of Euroscut Azores, the toll road sold in December 2023, as indicated in Note 1.1.6, and the pre-hedged bond issue initially planned for 2018 by Ferrovial Emisiones and cancelled in 2020, as indicated in Note 5.5, in the amounts of EUR 11 million and EUR 6 million after tax, respectively (negatives effects on the income statement).

At December 31, 2022

This reflects the impact of the reclassification from shareholders’ funds to results (under IAS 21) of the amounts accumulated in equity in respect of currency translation differences and the derivatives hedging divestment transactions and acquisitions, as mentioned in Note 1.1.5, with a special focus on derivatives hedging the borrowings of the Infrastructure Services business in Spain (EUR 7 million net of taxes), as well as the currency translation differences and debt hedging derivatives relating to the Amey business in the UK, amounting to EUR 156 million and EUR 15 million, respectively.

The aforementioned amounts were partially offset by the reclassification to the income statement of the impact accumulated in reserves of the pre-hedged bond issue initially planned for 2022, which finally was not issued, in the amount of EUR -46 million after tax (positive impact on the income statement), as indicated in Note 5.5.

Shareholder remuneration:

•

Scrip dividend: For the tenth consecutive year, Ferrovial approved a flexible shareholder remuneration scheme whereby the shareholders may freely choose to receive new shares or an amount in cash.

•

In July 2023, 5,051,417 new shares were issued (3,968,559 in May 2022). The amount paid in cash was EUR 58 million (EUR 108 million in May 2022).

•

In November 2023, 8,193,687 new shares were issued (12,116,333 new shares in November 2022). The amount paid in cash was EUR 78 million (EUR 24 million in November 2022)., representing a price per share of EUR 0.4276 (EUR 0.41 in 2022).

•

The cash flow impact of shareholder remuneration in 2023 amounted to EUR 250 million (EUR 578 million in 2022).

Share-based remuneration schemes:

In 2023, no shares were acquired (315,000 shares in 2022 representing 0.043% of Ferrovial’s share capital), for subsequent delivery, together with a part of the treasury shares recognized at the beginning of the year, under share-based remuneration schemes.

The total gain on these remuneration schemes recognized in the Company’s equity was EUR 12 million in 2023 (with a counterparty impact through income statement EUR 11 million (Note 6.6.).

The total acquisition cost of the shares in 2022 was EUR 7.7 million and there was no equity impact since the effect of settling the plan falling due during the year was offset by the reversal of the provision recognized so as to reflect the degree of fulfillment of the plan that matures in 2023.

As explained in Note 5.5, the Company has equity swaps hedging against the possible equity impact of these share-based remuneration schemes. The equity swaps had a fair value effect of EUR 25 million in 2023 on net financial income/​(expense) (EUR -9 million in 2022).

F-79

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

Subordinated hybrid bond:

In February 2023, and as a result of the reverse merger transaction described in Note 1.1.2, Ferrovial committed to repurchase its subordinated hybrid bond. As of June 2023, the company obtained acceptance of 94.28% of the amount of the issuance to which the offer was directed. Specifically, of the EUR 500 million that the placement amounted to, holders of a total of EUR 471 million accepted Ferrovial’s early purchase proposal, leaving a balance of around EUR 29 million in short-term debt to be paid at end-June. The company executed the full cancellation of the bond and paid the remaining amount on August 7. Therefore, at the close of these financial statements, no balance is recorded in relation to this hybrid bond.

This subordinated hybrid bond was treated as an equity instrument (IAS 32.16), as mentioned in Note 1.3.3., because the issuer did not have a contractual obligation to (i) deliver cash or another financial asset to another entity; or (ii) exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer.

Scope changes related to the following transactions:

The impact in 2023 is explained by the completion of the sale agreement reached in June 2023 to sell 89.2% of the Azores toll road (Note 1.1.6).

The impact in 2022 is due to the purchase of 7.135% of the I-77 Mobility Partners LLC toll road (Note 1.1.6) in December 2022. In accordance with IFRS 3, and since the company was already fully consolidated, the difference between the price paid and the book value of the acquired stake is recorded against parent company reserves (EUR -88 million) and by reducing the amount of minority interests (EUR -15 million).

5.1.2 Equity components

There follows an explanation of each equity item reflected in the consolidated statement of changes in equity:

a) Share capital

As commented in Note 1.1.2, the merger between Ferrovial, S.A. and Ferrovial International SE (now Ferrovial SE) had no impact on a consolidated level, and only affected the breakdown of equity (see Consolidated Statement of Changes in Equity).

As a result of this transaction, Ferrovial Group’s new parent company is Ferrovial SE, a European public limited company (“Societas Europaea”) domiciled in the Netherlands and currently listed on both the Dutch and the Spanish stock markets, and additionally, a capital reduction of EUR -138 million was registered against share premium. Consequently, Ferrovial SE´s opening share capital consists of 727,443,261 shares with a par value of 0.01 euros per share.

At December 31, 2023, share capital stood at EUR 7,406,884, fully subscribed and paid in, corresponding to Ferrovial SE as the parent holding company of the Group (see Consolidated Statement of Changes in Equity). Share capital consists of 740,688,365 ordinary shares in a single class with a par value of one euro cent (EUR 0.01) each. Movements during the year, broken down in the following table, relate to the share capital increase and reduction transactions mentioned in the preceding section.

SHARES	NUMBER	PAR VALUE
Opening balance	727,443,261	7,274,433
Scrip dividend	13,245,104	132,451
Share capital reduction	-	-
CLOSING SHARES	740,688,365	7,406,884

At December 31, 2022, share capital stood at EUR 145,488,652, fully subscribed and paid in, corresponding to the former parent company Ferrovial S.A. previous to the merger transaction, as commented at the beginning of this note (see Consolidated Statement of Changes in Equity). Share capital consists of 727,443,261 ordinary shares in a single class with a par value of twenty euro cents (EUR 0.20) each. Movements during the year, broken down in the following table, relate to the share capital increase and reduction transactions mentioned in the preceding section.

SHARES	NUMBER	PAR VALUE
Opening balance	733,602,481	146,720,496
Scrip dividend	16,084,892	3,216,978
Share capital reduction	(22,244,112)	(4,448,822)
CLOSING SHARES	727,443,261	145,488,652

F-80

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

At December 31, 2023 and 2022, the only company with an ownership interest of over 10% was Rijn Capital BV, which held 20.56% (20.42% in 2022) of the shares and is controlled by the Chair of the Company’s Board of Directors, Rafael del Pino y Calvo Sotelo.

At December 31, 2023, as a result of the business reorganization (as explained in Note 1), the new parent company’s shares were traded on the Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (the “Dutch Stock Exchange”) and the Spanish Stock Exchange. They all carried the same voting and dividend rights.

At December 31, 2022 and 2021, prior to the business reorganization, the parent company’s shares were traded on the Spanish Stock Exchange.

b) Share premium and merger premium

As commented in Note 1.1.2, the merger between Ferrovial, S.A. and Ferrovial International SE had no impact on a consolidated level, and only affected the breakdown of equity (see Consolidated Statement of Changes in Equity). This transaction gave rise to a merger share premium of EUR 4,426 million. The reduction in the share/merger premium in relation to the balance at January 1, 2023 is explained by the redemption of treasury shares agreed in the Buy-Back Program explained in the following section. Consequently, at December 31, 2023 the share premium and merger premium totaled EUR 4,316 million. They are both classed as unrestricted reserves

The reduction during 2022 in the share premium and merger premium, which arose in 2009 as a result of the merger of Grupo Ferrovial, S.A. with Cintra Concesiones de Infraestructuras de Transporte, S.A. (currently Ferrovial, S.A.), in relation to the previous year is explained by the redemption of treasury shares agreed in the Buy-Back Program explained in the following section. Consequently, at December 31, 2022 there is no share premium or merger premium. They are both classed as unrestricted reserves.

c) Treasury shares

Movements during 2023 and 2022 were as follows:

TRANSACTION PERFORMED/OBJECTIVE	NUMBER OF SHARES PURCHASED	NUMBER OF SHARES APPLIED TO PURPOSE	TOTAL NUMBER OF SHARES
Balance at 12.31.2022	​	​	1,168,290
Share capital	3,900,000	-	3,900,000
Remuneration schemes	-	(308,980)	(308,980)
Shares received – scrip dividend	-	-	-
Balance at 12.31.2023	​	​	4,759,310

TRANSACTION PERFORMED/OBJECTIVE	NUMBER OF SHARES PURCHASED	NUMBER OF SHARES APPLIED TO PURPOSE	TOTAL NUMBER OF SHARES
Balance at 12.31.2021	​	​	5,072,018
Share capital reduction	17,912,899	(22,244,112)	(4,331,213)
Remuneration schemes	315,000	(338,815)	(23,815)
Shares received – scrip dividend	451,300	-	451,300
Balance at 12.31.2022	​	​	1,168,290

On November 30, 2023 Ferrovial SE announces that it has resolved to implement a buy-back programme for its own shares for a maximum amount of up to 34 million shares and for a maximum amount of EUR 500 million, the purpose of which was a subsequent capital reduction by redeeming the shares. The Programme has been authorised for the period from 1 December 2023 to 1 May 2024 (both inclusive), without prejudice that the Company may extend the date of its duration in view of the prevailing circumstances and in the interest of the Company and its shareholders.

In December 2023 1,900,000 treasury shares were acquired at an average price of EUR 32.46 per share totaling EUR 62 million. Over the course of 2024, 10,115,493 treasury shares were acquired at an average price of EUR 34.93 per share totaling EUR 353 million.

On June 22, 2023 Ferrovial SE announced an interim scrip dividend of EUR 0.2871 per Ferrovial share. The dividend was payable in cash or shares at the choice of the shareholder, against Ferrovial’s share premium reserve. There were no tradeable rights in respect of the scrip dividend.

On October 16, 2023 Ferrovial SE announced a second interim scrip dividend of EUR 0.4276 per Ferrovial share. The dividend was payable in cash or shares at the choice of the shareholder, against Ferrovial’s reserves. There were no tradable rights in respect of the scrip dividend.

F-81

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

Over the course of 2023, 3,900,000 treasury shares were acquired at an average price of EUR 29.17 per share giving rise to a payment of EUR 114 million (17,912,899 treasury shares at an average price of EUR 24.83 per share totaling EUR 446 million in 2022).

The market value of the treasury shares held by Ferrovial at December 31, 2023 (4,759,310 shares) was EUR 157 million (EUR 29 million in 2022).

d) Measurement adjustments

“Measurement adjustments” in the consolidated statement of changes in equity amounted to at EUR -849 million in 2023 (EUR -777 million in 2022) and comprise adjustments to currency translation differences accumulated in reserves of EUR -405 million (EUR -322 million in 2022), pension plans of EUR -455 million (EUR -455 million in 2022) and derivatives of EUR 11 million (EUR -1 million in 2022).

e) Retained earnings and other reserves

This heading includes retained earnings and other reserves totaling EUR 370 million (EUR 4,383 million in 2022). Other reserves include the impact of the merger between Ferrovial, S.A. and Ferrovial International SE (EUR -4,288 million) which, although it does not have an impact on a consolidated level, does affect the breakdown of equity (see Consolidated Statement of Changes in Equity).

Adjustments relating to share-based remuneration schemes and the impact of the subordinated perpetual bond coupons and associated costs are also recognized under this heading.

5.1.3 Proposed distribution of 2023 profit/(loss)

The Company posted a profit for 2023 of EUR 308 million.

The Board of Directors proposed to the Company’s Annual General Meeting the following distribution of Ferrovial’s individual profit/(loss), at December 31, 2023:

​	2023
Profit/(loss) of Ferrovial, S.A. (individual company)	308
Distribution (euros):	​
Other reserves	308

5.1.4 Non-Group companies with significant ownership interests in subsidiaries.

At December 31, 2023 and 2022, non-controlling interests in the share capital of the most significant fully-consolidated Group companies were as follows:

At December 31, 2023:

FERROVIAL GROUP SUBSIDIARY	NON-GROUP %	NON-GROUP SHAREHOLDER
TOLL ROADS	​	​
Autopista Terrassa-Manresa, S.A.	23.72%	Acesa (Autopista Concesionaria Española, S.A.)
LBJ Infrastructure Group Holding LLC	28.33%-17.07%	LBJ Blocker (APG)- Meridiam Infr. S.a.r.l. (MI LBJ)
NTE Mobility Partners Holding LLC	37.03%	Meridiam Infrastrucuture S.a.r.l.
NTE Mobility Partners SEG 3 Holding LLC	28.84%-17.49%	NTE Segments 3 Blocker, Inc. (APG) - Meridiam Infraestructure NTE 3A/3B LLC
I-77 Mobility Partners, LLC	24.58%-3.18%	John Laing I-77 Holco Corp./Aberdeen Infr. Invest.
I-66 Mobility Partners, LLC	29.75%-14.55%	Meridiam Infrastrucuture S.a.r.l. - I-66 Blocker (APG)
CONSTRUCTION	​	​
Budimex S.A.	9.8%-6.3%-33.8%	AVIVA OFE Aviva BZ WBK-Nationale Nederlanden OFE-Traded
AIRPORTS	​	​
Dalaman	40.00%	YDA Group

F-82

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

The financial highlights of the most significant Group companies in which there are non-controlling interests are as follows (data on 100% terms):

2023 (Millon euro)	ASSETS	LIABILITIES	SHAREHOLDERS’ FUNDS	NET CASH POSITION	NET PROFIT/​ (LOSS)
Autopista Terrassa-Manresa, S.A.	590	196	394	18	27
LBJ Infrastructure Group Holding LLC	2,084	2,296	(212)	(1,828)	24
NTE Mobility Partners Holding LLC	1,967	1,954	13	(1,144)	102
NTE Mobility Partners SEG 3 Holding LLC	2,019	1,735	284	(1,471)	48
I-77 Mobility Partners, LLC	775	509	266	(183)	31
I-66 Mobility Partners, LLC	6,108	2,567	3,542	(1,469)	(20)
Budimex	2,029	1,616	413	874	80
Dalaman	710	478	232	(86)	(10)

The main movements under “Equity attributable to non-controlling interests” in 2023 were as follows:

Company (Million euro)	Balance at 12.31.2022	Profit/(loss)	Derivatives	Currency translation differences	Dividends	Capital contributions	Other movements	Balance at 12.31.2023
Autopista Terrassa-Manresa, S.A.	94	8	4	-	(13)	-	-	93
LBJ Infrastructure Group Holding LLC	(89)	20	-	3	(31)	-	-	(96)
NTE Mobility Partners Holding LLC	9	60	-	-	(64)	-	-	5
NTE Mobility Partners Segments 3 LLC	282	41	-	(6)	(216)	30	-	131
I-77 Mobility Partners, LLC	64	12	-	(2)	-	-	-	74
I-66 Mobility Partners, LLC	1,610	(16)	-	(49)	-	26	-	1,571
FAM Construction LLC (I-66)	(28)	(34)	-	-	-	60	-	-
Budimex	192	83	-	13	(54)	-	-	234
Dalaman	94	(7)	(2)	-	-	-	1	86
Otros	11	2	-	(2)	(1)	-	4	15
TOTAL	2,240	170	3	(43)	(379)	117	5	2,113

The heading “capital contributions” reflects the impact of the increase in funds attributable to non-controlling interests of the toll roads I-66 Mobility Partners LLC, FAM Construction LLC (I-66) and NTE Segment 3, amounting to EUR 26 million, EUR 60 million and EUR 30 million, respectively.

At December 31, 2022:

FERROVIAL GROUP SUBSIDIARY	NON-GROUP %	NON-GROUP SHAREHOLDER
TOLL ROADS	​	​
Autopista Terrassa-Manresa, S.A.	23.72%	Acesa (Autopista Concesionaria Española, S.A.)
LBJ Infrastructure Group Holding LLC	28.33%-17.07%	LBJ Blocker (APG)- Meridiam Infr. S.a.r.l. (MI LBJ)
NTE Mobility Partners Holding LLC	37.03%	Meridiam Infrastrucuture S.a.r.l.
NTE Mobility Partners SEG 3 Holding LLC	28.84%-17.49%	NTE Segments 3 Blocker, Inc. (APG) - Meridiam Infraestructure NTE 3A/3B LLC
I-77 Mobility Partners, LLC	24.58%-3.18%	John Laing I-77 Holco Corp./Aberdeen Infr. Invest.
I-66 Mobility Partners, LLC	29.75%-14.55%	Meridiam Infrastrucuture S.a.r.l. - I-66 Blocker (APG)
CONSTRUCTION	​	​
Budimex S.A.	9.8%-6.3%-33.8%	AVIVA OFE Aviva BZ WBK-Nationale Nederlanden OFE-Traded
AIRPORTS	​	​
Dalaman	40.00%	YDA Group

F-83

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

The main financial statement aggregates of the most significant Group companies in which other shareholders own interests are as follows (data on 100% terms):

2022 (Millon euro)	ASSETS	LIABILITIES	SHAREHOLDERS’ FUNDS	NET CASH POSITION	NET PROFIT/​ (LOSS)
Autopista Terrassa-Manresa, S.A.	576	180	396	13	(60)
LBJ Infrastructure Group Holding LLC	2,168	2,363	(195)	(1,887)	10
NTE Mobility Partners Holding LLC	1,716	1,692	24	(1,142)	79
NTE Mobility Partners SEG 3 Holding LLC	2,327	1,719	608	(1,152)	38
I-77 Mobility Partners, LLC	753	522	231	(240)	12
I-66 Mobility Partners, LLC	5,804	2,177	3,627	(1,536)	(12)
Budimex	1,668	1,343	325	673	57
Dalaman	704	452	252	(103)	13

The main movements under “Equity attributable to non-controlling interests” in 2022 were as follows:

Company (Million euro)	Balance at 12.31.2021	Profit/(loss)	Derivatives	Currency translation differences	Dividends	Capital contributions	Other movements	Balance at 12.31.2022
Autopista Terrassa-Manresa, S.A.	147	(19)	(21)	-	(13)	-	-	94
LBJ Infrastructure Group Holding LLC	(68)	9	-	(4)	(26)	-	-	(89)
NTE Mobility Partners Holding LLC	11	47	-	1	(54)	-	4	9
NTE Mobility Partners Segments 3 LLC	196	33	-	11	-	39	3	282
I-77 Mobility Partners, LLC	70	6	-	3	-	-	(15)	64
I-66 Mobility Partners, LLC	1,288	(10)	-	76	-	256	-	1,610
FAM Construction LLC (I-66)	(59)	(26)	-	(4)	-	61	-	(28)
Budimex	202	60	-	(3)	(67)	-	-	192
Dalaman	-	8	3	-	-	-	83	94
Otros	3	9	3	-	-	-	(3)	12
TOTAL	1,790	117	(15)	80	(160)	356	72	2,240

5.2 CASH AND CASH EQUIVALENTS AND BORROWINGS

In order to aid understanding of the Group’s financial performance, and as mentioned in Note 1.1.4, the Group analyzes cash and cash equivalents and borrowings for each corresponding period distinguishing between infrastructure project companies and ex infrastructure companies.

The main items forming the Group’s cash and cash equivalents and borrowings, are described below.

5.2.1 Cash and cash equivalents

a) Cash and cash equivalents and restricted cash of infrastructure projects companies

The cash and cash equivalents of infrastructures project companies as at December 31, 2023 and December 31, 2022 stood at EUR 204 million and EUR 168 million, respectively.

Infrastructure project financing agreements often impose the obligation to arrange certain restricted accounts to cover short-term or long-term obligations relating to the payment of principal or interest on the borrowings and to infrastructure maintenance and operation.

Restricted cash is classified as short-term or long-term depending on whether it must remain restricted for less than or more than one year. These funds are invested in highly-liquid financial products earning floating interest. The type of financial product in which the funds may be invested is also restricted by the financing agreements or, where no restrictions are stipulated, the decision is made on the basis of the Group’s policy for the placement of cash surpluses.

For 2023:

Short-term balances, which amounted to EUR 31 million, are recognized under cash and cash equivalents in the balance sheet, whereas long-term balances totaling EUR 596 million are carried as financial assets. Therefore, short- and long-term restricted cash recognized at December 31, 2023 amounts to EUR 627 million and relates to the NTE Segment 3, LBJ,

F-84

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

I-77, I-66 and NTE toll roads (EUR 23 million, EUR 7 million, EUR 99 million, EUR 134 million and EUR 333 million, respectively), as well as to other European concessions in the amount of EUR 31 million, primarily treatment plants in the United Kingdom and the Autovía de Aragón toll road (EUR 14 million, EUR 17 million), respectively). The variation of EUR 33 million compared with December 2022 is explained by:

•

A net increase in the restricted cash amount of EUR 60 million (excluding exchange rate effects), essentially from the NTE toll road (EUR 336 million), LBJ (EUR 5 million), I-66 (EUR 28 million), I-77 (EUR 62 million), the Autovía de Aragón toll road (EUR 3 million), which was partially offset by a decrease of EUR -374 million in the NTE Segment 3 toll road.

•

The scope changes during the year due to the Euroscut Azores toll road disposal (EUR -9 million).

•

The exchange rate effect of EUR -18 million, caused mainly by US dollar fluctuations (Note 1.4).

Other cash and cash equivalents relate to bank accounts and highly-liquid investments subject to interest rate risk.

For 2022:

Short-term balances, which amounted to EUR 38 million, are recognized under cash and cash equivalents in the balance sheet, whereas long-term balances totaling EUR 556 million are carried as financial assets. Therefore, short- and long-term restricted cash recognized at December 31, 2022 amounts to EUR 594 million and relates to the NTE Segment 3, LBJ, I-77, I-66 and NTE toll roads (EUR 401 million, EUR 2 million, EUR 40 million, EUR 110 million and EUR 3 million, respectively), as well as to other European concessions in the amount of EUR 37 million, primarily treatment plants in the United Kingdom, the Autovía de Aragón toll road and other European Toll Roads (EUR 14 million, EUR 14 million and EUR 9 million, respectively).

Other cash and cash equivalents relate to bank accounts and highly-liquid investments subject to interest rate risk.

b) Cash and cash equivalents and restricted cash of ex- infrastructures projects

The cash and cash equivalents of ex-infrastructure project companies at December 31, 2023 and December 31, 2022 amounted to EUR 4,585 million and EUR 4,962 million, respectively. At December 2023, 1,479 million correspond to Canadian dollars and the exchange rate risk related to this cash and cash equivalents is fully hedged with forward derivatives.

The method generally used to classify cash and cash equivalents as short- and long-term balances matches the approach applied when preparing the 2023, 2022 and 2021 consolidated financial statements.

At December, 31 2023, certain accounts totaling EUR 4 million (EUR 29 million at December, 31 2022) were restricted due mainly to Thalia. This is cash but kept in escrow so that Thalia cannot access it without Environment Agency’s consent. When there is a need to pay for aftercare of the landfill in the future the cash can be used at that time.

F-85

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

5.2.2 Borrowings

a) Infrastructure project companies

a.1) Breakdown by project, significant changes during the year and main features of the borrowings

There follows a breakdown of borrowings guaranteed by the project cash flows, distinguishing between bonds and bank borrowings, short- and long-term, and changes during 2023 and 2022:

​	​	2023	​	​	2022	​	​	Change 23/22	​
(Million euro)	Bonds	Bank borrowings	Total	Bonds	Bank borrowings	Total	Bonds	Bank borrowings	Total
Long term	4,441	3,412	7,852	4,123	3,770	7,893	317	(358)	(41)
Toll roads	4,441	2,937	7,378	4,123	3,361	7,484	317	(424)	(107)
US toll roads	4,441	2,307	6,748	4,123	2,438	6,561	317	(131)	187
Spanish toll roads	-	611	611	-	626	626	-	(16)	(16)
Portuguese toll roads	-	-	-	-	264	264	-	(264)	(264)
Other concessions	-	19	19	-	33	33	-	(14)	(14)
Airports	-	89	89	-	95	95	-	(5)	(5)
Construction	-	102	102	-	95	95	-	6	6
Energy infrastructures and Mobility	-	284	284	-	219	219	-	65	65
Short term	1	62	63	-	74	74	1	(12)	(10)
Toll roads	1	31	33	-	43	43	1	(12)	(10)
US toll roads	1	-	1	-	-	-	1	-	1
Spanish toll roads	-	17	17	-	13	13	-	5	5
Portuguese toll roads	-	-	-	-	17	17	-	(17)	(17)
Other concessions	-	14	14	-	13	13	-	1	1
Airports	-	15	15	-	18	18	-	(3)	(3)
Construction	-	5	5	-	4	4	-	1	1
Energy infrastructures and Mobility	-	11	11	-	9	9	-	2	2
TOTAL	4,442	3,473	7,915	4,123	3,844	7,967	319	(370)	(52)

The following table shows, for 2023 movements in infrastructure project borrowings, broken down into variations in borrowings with balancing entries in cash flows, exchange rate effects and scope changes, as well as movements in borrowings due to the accrual of interest, which do not affect period cash positions.

(Million euro)	Dec. 2022	Increase/​ decrease with impact on cash flow	Foreign exchange effect	Impact of scope changes and other	Capitalize d/accrued interest	Dec. 2023
Infrastructures project borrowings	7,967	441	(211)	(281)	(1)	7,915

Infrastructure project borrowings in 2023 decreased by EUR -52 million with respect to December 2022, mainly for the following reasons:

•

Effect of scope changes due to the disposal of the Euroscut Azores toll road (Note 1.1.4) totaling EUR -281 million.

•

Exchange rate effect amounting to EUR -211 million, mainly due to the depreciation of the US dollar against the euro.

•

Increase of EUR 440 million in debt, excluding the foreign exchange effect and scope changes, with respect to year-end 2022, relating primarily to the US projects and attributable to the debt drawn down by the NTE Mobility Partners toll road, capitalization of interest and to accrued unmatured interest.

US toll roads:

NTE Mobility Partners, LLC

The debt comprises a USD 871.1 million taxable bond issuance maturing in 2049 at a fixed interest rate of 3.92% and a USD 331.8 million issue of PABs (Private Activity Bonds) at a fixed interest rate of 4.00% on USD 123 million and 5.00% on USD 209.1 million, repayable from 2030 to 2039.

Additional debt was raised in August, 2023, through the issuance of USD 397 million in bonds at a fixed interest of 5.50%, repayable from 2052 to 2058, for the funding of the Mandatory Capacity Improvement project.

F-86

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

NTE Mobility Partners Seg 3 LLC

The borrowings for the 3A-3B segments entailed issuing USD 266 million in PABs.

In November 2023, the Series 2013 3A-3B bonds were cancelled by a new issuance of PABs (Series 2023), repayable from 2033 to 2043 at a rate of 5.00% fixed interest on USD 32.4 million, 5.13% on USD 22.5 million, 5.25% on USD 23.7 million, 5.38% on USD 64.7 million and 5.50% on USD 122.6 million.

This company also has a TIFIA loan of USD 531 million bearing a fixed rate of 3.84%, against which USD 562.8 million had been drawn down at December, 31 2023 (USD 427.3 million of principal and USD 135.5 million of interest added to the principal), finally maturing in 2053.

On March 30, 2023, Cintra executed the financing transaction for NTE Mobility Partners Seg 3 LLC 5-year bonds to be used for the 2023 and 2024 principal prepayments of the TIFIA loan. Out of a total committed USD 221 million, USD 2.9 million were drawn on March 31, 2023 to cover the transaction costs, and USD 103.7 million were drawn on June 26, 2023 to be used for the partial prepayment of the TIFIA loan.

The 3C segment debt comprises a USD 653.9 million issuance of PABs (total of USD 750 million including the issuance premium) repayable from 2047 to 2058, at a fixed interest rate of 5.00%.

LBJ Infr. Group LLC

The debt structure comprises a USD 537.5 million issuance of PABs (total of USD 615 million including the premium) at a fixed interest rate of 4.00%, repayable from 2030 to 2040; and a USD 615.5 million taxable bond issue (of which USD 7 million accrues a fixed interest rate of 2.75% and falls due in 2026, and USD 608.5 million accrues fixed interest of 3.80% and falls due in 2057).

It also has a TIFIA loan granted by the US Federal Government, the value of which at December, 31 2023 is USD 835.6 million with a repayment profile from 2035 to 2050, which bears interest at a fixed rate of 4.22%.

A credit line was arranged in December 2022 for future CAPEX investments. It falls due in 2027, has a limit of USD 72.65 million and accrues fixed interest of 4.51%. USD 6.9 million had been drawn at December 31, 2023.

I-77 Mobility Partners, LLC

This concession operator is financed through a USD 100 million issuance of PABs (5.00% fixed interest), of which USD 6.9 million have final maturities between 2026 and 2030, USD 13.1 million has a final maturity in 2037 and EUR 80 million has a final maturity in 2054.

It also has a TIFIA loan of USD 189 million against which USD 220.9 million had been drawn down at December, 31 2023 (USD 189 million of principal and USD 31.8 million of capitalized interest). This loan bears interest at a fixed rate of 3.04% and finally matures in 2053.

I-66 Mobility Partners, LLC

The concession operator is funded by a USD 737 million PABs issuance (total of USD 800.4 million including the premium) at a fixed rate of 5.00%, of which USD 30.9 million falls due in 2047, USD 130.9 million in 2049, USD 222.4 million in 2052 and USD 352.8 million in 2056.

It also has a TIFIA loan of USD 1,362.6 million against which USD 1,229.1 million had been drawn down, USD 5.5 million has been prepaid, and USD 139 million of interest capitalized as of December 31, 2023. This loan bears interest at a fixed rate of 2.8% and finally matures in 2057.

Spanish toll roads:

Cintra Inversora Autopistas de Cataluña (Terrasa Manresa toll road)

The company is funded by a loan consisting of tranche A and tranche B with limits of EUR 300 million and EUR 316 million, respectively, both of which accrue interest at the 6-month EURIBOR rate +3.930% +1.5% at the year-end. Both tranches were fully utilized and fall due in 2035. The respective balances at December 31, 2023 are EUR 283.5 million and EUR 298.7 million. The debt also includes a liquidity tranche (tranche C) with a balance of EUR 40.7 million at December 31, 2023, drawable up to a maximum of EUR 25 million (the year-end interest rate is the 6-month EURIBOR +3.930% +1.5%). It should also be noted that this company has a derivative with a notional amount

F-87

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

of EUR 568.6 million, a guaranteed interest rate of 5.304% and maturity in 2035. The fair value of the derivative (recognized under “Derivative financial instruments”, Note 5.5) was EUR -90.6 million at the year-end 2023.

Breakdown of other projects:

​	​	​	2023	​	​	2022	​
(Million euro)	Long term	Short term	Total	Long term	Short term	Total	Change 23/22
Autovía de Aragón	19	14	33	33	13	46	(13)
Pilum, S.A.	-	-	-	-	-	-	-
Dalaman International Airport	89	15	104	95	18	112	(9)
Conc. Prisiones Lledoners,S.A.	63	2	65	65	2	67	(2)
Depusa Aragón S.A.	24	1	25	25	1	26	(1)
Budimex Group	15	1	16	5	-	5	10
Parque Solar Casilla	20	3	23	-	-	-	23
Transchile Charrúa Transmisión, S.A.	91	8	99	98	6	104	(5)
Centella Transmisión, S.A.	125	-	125	73	-	73	52
UK Waste Treatment (Thalia)	48	1	49	48	3	51	(3)
TOTAL Other infrastructure project company borrowings	494	44	538	442	43	486	52

Other project borrowings increased by EUR 52 million against December 2022. This increase is due mainly to the debt drawdowns for the Chilean Energy Infrastructure projects.

a.2) Maturities by currency and fair value of infrastructure project company borrowings

December 31, 2023

(Million euro)	Currency	Fair value 2023	Carrying amount 2023	2024	2025	2026	2027	2028	2029+	Total maturities
Infrastructure project company obligations	​	4,092	4,442	-	1	7	1	1	2,625	2,636
TOLL ROADS	​	4,092	4,442	-	1	7	1	1	2,625	2,636
​	USD	4,092	4,442	-	1	7	1	1	2,625	2,636
​	EUR	-	-	-	-	-	-	-	-	-
Bank borrowings of infrastructure project companies	​	3,473	3,473	76	60	285	61	169	4,782	5,434
TOLL ROADS	​	2,968	2,968	34	38	34	35	141	4,627	4,909
​	USD	2,307	2,307	3	-	-	-	97	4,154	4,253
​	EUR	661	661	31	38	34	35	44	473	656
AIRPORTS	​	104	104	10	14	16	18	20	37	115
​	EUR	104	104	10	14	16	18	20	37	115
CONSTRUCTION	​	106	106	4	4	4	5	5	84	106
​	EUR	91	91	4	4	4	5	5	69	91
​	PLN	15	15	-	-	-	-	-	15	15
ENERGY INFRASTRUCTURES AND MOBILITY	​	295	295	28	5	230	3	4	34	304
​	EUR	22	22	23	-	-	-	-	-	23
​	USD	224	224	2	2	228	-	-	-	232
​	GBP	49	49	3	3	3	3	4	34	49
TOTAL INFRASTRUCTURE PROJECT COMPANY BORROWINGS	​	7,565	7,915	76	61	292	62	171	7,407	8,070

F-88

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

December 31, 2022

(Million euro)	Currency	Fair value 2022	Carrying amount 2022	2023	2024	2025	2026	2027	2028+	Total maturities
Infrastructure project company obligations	​	3,007	4,123	-	-	1	8	1	2,716	2,726
TOLL ROADS	​	3,007	4,123	-	-	1	8	1	2,716	2,726
​	USD	3,007	4,123	-	-	1	8	1	2,716	2,726
​	EUR	-	-	-	-	-	-	-	-	-
Bank borrowings of infrastructure project companies	​	3,844	3,844	107	68	81	257	79	4,820	5,412
TOLL ROADS	​	3,404	3,404	90	49	59	56	53	4,647	4,955
​	USD	2,438	2,438	49	-	-	-	-	3,944	3,994
​	EUR	966	966	41	49	59	56	53	703	961
AIRPORTS	​	112	112	9	10	14	16	18	57	124
​	EUR	112	112	9	10	14	16	18	57	124
CONSTRUCTION	​	99	99	3	4	4	4	5	79	99
​	EUR	94	94	3	4	4	4	5	74	94
​	PLN	5	5	-	-	-	-	-	5	5
ENERGY AND MOBILITY INFRASTRUCTURES	​	228	228	4	5	5	181	3	37	234
​	USD	177	177	1	2	2	178	-	-	183
​	GBP	51	51	3	3	3	3	3	37	51
TOTAL INFRASTRUCTURE PROJECT COMPANY BORROWINGS	​	6,851	7,967	107	68	82	265	80	7,536	8,137

At December 31, 2023 the difference between the total maturities of bank borrowings of EUR 8,070 million (EUR 8,137 million in 2022) and the carrying amounts recognized at December 31, 2023 in the amount of EUR 7,915 million (EUR 7,967 million in 2022) is explained mainly by the difference between the nominal values and carrying amounts of the borrowings, as certain adjustments are made in accordance with applicable accounting rules. Thus, the accrued interest payable and the application of the amortized cost method had an impact of EUR 155 million (EUR 170 million in 2022), considering that the maturities of the borrowings do not include interest.

The fair value reflected in the table above is calculated as follows:

•

For fixed-rate bonds, subject to changes in value due to fluctuations in market interest rates: since they are quoted in an active market, the related market value is used.

•

For fixed-interest bank borrowings, also subject to changes in value due to fluctuations in rates: future cash flows are discounted using a market interest rate, calculated using an internal valuation model.

•

Lastly, for floating-rate bank borrowings: no significant differences are deemed to exist between the fair value of the borrowings and their carrying amount and therefore the carrying amount is used.

a.3) Information on credit limits and credit drawable for infrastructure projects

Below is a comparative analysis of borrowings not drawn down at December 31, 2023 and 2022:

​	2023				2022
(Million euro)	Limit	Utilized	Drawable	Debt recognized	Limit	Utilized	Drawable	Debt recognized
Toll Roads	7,545	7,545	-	7,410	7,748	7,681	68	7,527
US toll roads	6,889	6,889	-	6,749	6,787	6,719	68	6,561
Spanish toll roads	623	623	-	628	636	636	-	639
Other concessions	33	33	-	33	325	325	-	327
Energy Infrastructures and Mobility	304	304	-	295	291	234	57	228
Airports	115	115	-	104	124	124	-	112
Construction	106	106	1	106	99	99	-	99
TOTAL BORROWINGS	8,070	8,070	1	7,915	8,262	8,137	125	7,967

At December 31, 2023, the entire drawable amount of EUR 1 million related to borrowings not utilized in the Polish energy projects.

F-89

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

At December 31, 2022, the entire drawable amount of EUR 125 million related to borrowings not utilized in the Chilean energy projects (EUR 57 million) and in the US toll road companies (EUR 68 million). It should be noted that this drawable amount is associated exclusively with the projects, based on the nature and performance thereof, as discussed below.

a.4) Guarantees and covenants for project borrowings

The borrowings classified as project borrowings are without recourse to the project shareholders or with recourse limited to the guarantees given. The guarantees given by Ferrovial subsidiaries for project borrowings are described in Note 6.5, Contingent liabilities.

At December 31, 2023 and 2022, all the fully-consolidated project companies fulfilled the significant covenants in force.

b) Ex-infrastructure projects

b.1) Breakdown of short- and long-term borrowings, changes during 2023 and main features

​	2023			2022
(Million euro)	Long term	Short term	Total	Long term	Short term	Total
Corporate bonds and debentures	2,270	320	2,590	2,072	16	2,088
Euro Commercial Paper	-	500	500	-	696	696
Corporate liquidity lines	296	-	296	802	3	805
Other borrowings	5	58	63	9	88	97
TOTAL BORROWINGS EXCLUDING INFRASTRUCTURE PROJECT COMPANIES	2,571	879	3,449	2,883	804	3,686

The following table shows changes to ex-infrastructure project borrowings, broken down into variations in borrowings with balancing entries in cash flows, exchange rate effects and scope changes, as well as changes in borrowings due to the accrual of interest during 2023, which do not affect period cash positions:

(Million euro)	Dec. 2022	Increase/​ decrease with impact on cash flow	Foreign exchange effect	Impact of scope changes	Capitalized/​ accrued interest and other	Dec. 2023
Bank borrowings/ Project bonds	3,686	(224)	(9)	-	(4)	3,449
Cross- currency swaps	5	-	9	-	-	13
Ex-infrastructure projects borrowings	3,691	(224)	-	-	(4)	3,463

b.1.1) Corporate debt

Corporate debt comprises the following debt instruments:

Corporate bonds:

The carrying amount totals EUR 2,590 million at December 31, 2023 (EUR 2,088 million at December, 31 2022). The breakdown is as follows:

Issuance date	Nominal value (Million euro)	Maturity	Annual coupon
7/15/2014	300	7/15/2024	2.50%
3/29/2017	500	3/31/2025	1.375%
5/14/2020	780	5/14/2026	1.382%
11/12/2020	500	11/12/2028	0.54%
9/13/2023	500	9/13/2030	4.375%

All issues made as of 2014 and up to 2023 are admitted to trading on the AIAF fixed income market (Spain). All these issues are guaranteed by the Company. The corporate bond issued in 2023 was issued by our parent company, Ferrovial SE, and is admitted to trading on Euronext Dublin.

In 2023, non-current bonds included a sustainability-linked bond amounting to 500 million issued on September 10, 2023 with an interest rate of 4.375%, and maturing date on September 13, 2023. The issue price is 99.587%. This bond was fully subscribed and paid in by investors on that date and admitted to trading on the Irish Stock Exchange’s regulated market.

F-90

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

Euro Commercial Paper:

In the first quarter of 2018, the Company arranged a Euro Commercial Paper (ECP) program for a maximum amount of EUR 1,000 million, with maturities between 1 and 364 days as from the issue date, allowing further diversification of capital market funding and more efficient liquidity management.

This note issuance program has been renewed each year since 2018. Until March 30, 2023, Company´s ECPs were issued under the EUR 1,500 million ECP program admitted to trading on the Euronext Dublin regulated market.

Other corporate bebt:

In July 2018, Ferrovial refinanced the liquidity facility and included sustainability criteria in the process for a maximum of EUR 1.100 million. The limit was reduced to EUR 900 milion in 2023. The balance can be drawn down in EUR, USD, CAD and GBP. USD 260 million (EUR 236 million) had been utilized at December 31, 2023 and USD 260 million (EUR 245 million) had been utilized at December 31, 2022.

In order to cover possible interest rate and foreign exchange fluctuations affecting the amount drawn, Ferrovial arranged cross currency swaps for USD 260 million, maturing in 2025 for an agreed equivalent value of EUR 250 million, the fair value of which amounts to EUR -13 million (EUR -5 million at December 31, 2022).

During the year 2023, Ferrovial has a loan for a total of EUR 60 million which matures in 2027 at a fixed rate of 0.425%.

The variation in corporate debt compared to December 2022 (EUR -203 million) is explained mainly by the lower volume of ECPs issued (EUR -196 million), at an average rate of 3.13%.

The Group’s liquidity stood at EUR 5,387 million and EUR 6,118 million (Note 5.4.d) at December 31, 2023 and 2022, respectively.

b.1.2) Information on corporate debt limits and drawable balances.

Set out below is a breakdown of corporate debt limits and drawable balances at December 31, 2022 and at December 31, 2022:

​	2023				2022
(Million euro)	Limit	Utilized	Drawable	Consolidated debt	Limit	Utilized	Drawable	Consolidated debt
Bonds	2,581	2,581	-	2,590	2,081	2,081	-	2,088
Syndicated facility	900	250	650	236	1,100	250	850	245
ECPs	500	500	-	500	696	696	-	696
Credit lines	60	60	-	60	560	560	-	560
TOTAL CORPORATE DEBT	4,041	3,391	650	3,386	4,437	3,587	850	3,589

The Company’s credit rating

The credit rating agencies Standard & Poor’s and Fitch maintained their opinion regarding the financial rating of Ferrovial’s corporate debt in 2023 and 2022, respectively rating it at BBB and BBB with stable outlook and, therefore, within the “Investment Grade” category.

b.1.3) Other borrowings

At December 31, 2023 “Other borrowings” of EUR 63 million (EUR 97 million at December 31, 2022) related primarily to the Energy and Mobility Infrastructures Division bank borrowings.

At December 31, 2022 “Other borrowings” of EUR 97 million mainly included Construction Division bank borrowings.

F-91

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

b.1.4) Information on limits and drawable balances of other borrowings:

Set out below is a breakdown of debt limits and drawable balances at December 31, 2023 and 2022:

​	2023				2022
(Million euro)	Limit	Utilized	Drawable	Consolidated debt	Limit	Utilized	Drawable	Consolidated debt
Construction	163	26	137	13	149	37	112	33
Airports	-	-	-	31	-	-	-	41
Energy Infrastructures and Mobility	22	20	2	19	24	22	2	23
OTHER BORROWINGS	185	46	139	63	173	59	114	97

The differences between total bank borrowings and the carrying amount at December 31, 2023 and 2022 are explained mainly by the difference between the face values and carrying amounts of the borrowings, as certain adjustments are made in accordance with applicable accounting rules.

b.2) Maturities by currency and fair value of borrowings excluding infrastructure project companies

At December 31, 2023:

Borrowings (Million euro)	Currency	Fair value 2023	Carrying amount 2023	2024	2025	2026	2027	2028	2029+	Total maturities
Corporate debt	​	3,331	3,386	800	750	781	60	500	500	3,391
​	EUR	3,331	3,386	800	750	781	60	500	500	3,391
Other borrowings	​	63	63	21	5	13	6	1	-	46
​	EUR	3	3	-	-	-	-	1	-	1
​	PLN	9	9	1	5	2	1	-	-	9
​	CLP	19	19	20	-	-	-	-	-	20
​	Other	32	32	-	-	11	5	-	-	16
TOTAL BORROWINGS EXCLUDING INFRASTRUCTURE PROJECT COMPANIES	​	3,394	3,449	821	755	794	66	501	500	3,437

At December 31, 2022:

Borrowings (Million euro)	Currency	Fair value 2022	Carrying amount 2022	2023	2024	2025	2026	2027	2028+	Total maturities
Corporate debt	​	3,385	3,589	696	300	750	781	560	500	3,587
​	EUR	3,385	3,589	696	300	750	781	560	500	3,587
Other borrowings	​	97	97	22	3	9	17	8	2	59
​	EUR	13	13	-	-	-	-	-	1	2
​	PLN	14	14	-	1	9	3	1	1	14
​	CLP	23	23	22	1	-	-	-	-	22
​	Other	48	48	-	-	-	14	7	-	21
TOTAL BORROWINGS EXCLUDING INFRASTRUCTURE PROJECT COMPANIES	​	3,482	3,686	718	303	759	798	568	502	3,646

The differences between the total maturities of borrowings and the carrying amounts of the debt at December 31, 2023 and 2022 are primarily explained by the difference between the nominal values and carrying amounts of the borrowings, as certain adjustments are made in accordance with applicable accounting legislation (basically accrued interest payable and the application of the amortized cost method)..

The fair value of bank borrowings excluding infrastructure project companies matches the related carrying amount because the borrowings are tied to floating market interest rates and therefore changes to the benchmark interest rates do not affect fair value.

As corporate debts are quoted in an active market, the related market value is used.

On this basis, the estimated total fair value of bank borrowings and bonds excluding infrastructure project companies at December 31, 2023 and December 31, 2022 amounted to EUR 3,394 million and EUR 3,482 million, respectively.

F-92

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

The 2024 maturities total EUR 821 million and primarily relate to the ECPs (EUR 500 million) and corporate bonds (EUR 300 million). The debt maturities do not include interest.

5.3 CASH FLOW

The following table summarizes the cash flows from operating, investing and financing activities for each of the years ended December 31, 2023, 2022 and 2021.

(Million euro)	2023	2022	2021
Cash flows from operating activities ex tax payments	1,433	1,084	965
Tax payments	(170)	(82)	(155)
Cash flows from operating activities	1,263	1,002	810
Investment	(468)	(1,161)	(1,164)
Divestment	43	429	1,621
Cash flows from investing activities	(425)	(732)	457
Cash flows before financing activities	838	270	1,267
Cash flows from financing activities	(1,179)	(676)	(2,275)
Change in cash and cash equivalents	(341)	(406)	(1,008)

Cash flows from discontinued operations:

The cash flows from discontinued operations are included in the group reported cash flows. The following table shows the disclosure corresponding to the period 2023, 2022 and 2021.

2023-2021 (Million euro)	2023	2022	2021
Cash flows from operating activities ex tax payments	-	20	83
Tax payments	-	(1)	(4)
Cash flows from operating activities	-	19	78
Investment	-	(1)	(2)
Divestment	-	-	9
Cash flows before financing activities	-	18	86

5.4 FINANCIAL RISK AND CAPITAL MANAGEMENT

The Group’s businesses are affected by changes to financial variables, such as interest rates, exchange rates, inflation, credit, liquidity and equities.

The following are specific data on the Group’s exposure to each of these risks and an analysis of the sensitivity to a change in the various variables, together with a brief description of the way in which each risk is managed.

a) Exposure to interest rate fluctuations

Ferrovial’s businesses are exposed to interest rate fluctuations, which may affect the Company’s net financial expense due to the variable interest on financial assets and liabilities, as well as the measurement of financial instruments arranged at fixed interest rates.

Ferrovial manages interest rate risk so as to optimize the financial expense borne by the Group and achieve suitable proportions of fixed- and variable-rate debt based on market conditions. Therefore, when interest rates are low, the Group seeks to fix future amounts at the ex-infrastructure project company level, although such hedging can affect liquidity in the event of cancellation.

At the infrastructure project company level, banks and rating agencies require a higher percentage of fixed-rate debt. These strategies are implemented by issuing fixed-rate debt or by arranging financial derivative hedges, a breakdown of which is provided in Note 5.5 Financial derivatives at fair value.

The accompanying tables show a breakdown of the Group’s borrowings, indicating the percentage of borrowings that is considered to be hedged (either by a fixed rate or by derivatives).

F-93

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

BORROWINGS	2023				2022
(Million euro)	Total debt	% debt hedged	Net exposed debt	Impact on profit/(loss) + 100 bps	Total debt	% debt hedged	Net exposed debt	Impact on profit/(loss) + 100 bps
Ex-infrastructure project companies	3,463	92%	260	3	3,691	79%	772	8
Toll Roads	7,410	99%	51	1	7,527	98%	157	2
Construction	106	91%	10	-	99	97%	3	-
Energy Infrastructures and Mobility	295	93%	22	-	228	80%	46	-
Airports	104	100%	-	1	112	100%	-	3
Infrastructure project companies	7,915	99%	83	1	7,967	96%	317	3
Total borrowings	11,378	97%	343	4	11,658	92%	962	11

Accordingly, in the fully-consolidated companies, a linear increase of 100 basis points in market interest rate curves at December 31, 2023 and 2022 would increase financial expenses in the income statement by an estimated EUR 4 million (EUR 11 million at December 31, 2022), of which EUR 1 million (EUR 3 million at December, 31 2022) relates to infrastructure project companies and EUR 3 million (EUR 8 million at December 31, 2022) to ex- infrastructure project companies, entailing a net effect on Ferrovial’s results of EUR 3 million (EUR 7 million at December 31, 2022) (expense).

The Group’s cash resources to EUR 4,789 million in 2023, a large portion of which accrued variable rates, improving the financial result for the year.

On the other hand, the Group’s cash amounted to EUR 4,789 million in 2023 (EUR 5,130 million in 2022), a large portion of it at variable rates, which meant an improvement in the financial result for the year.

It is also necessary to take into account changes in the fair value of the financial derivatives arranged, which are indicated in Note 5.5.

As regards these interest rate hedging instruments, a linear increase of 100 basis points in the market yield curves at December 31, 2023 would, in the case of the effective hedges, have a positive impact of approximately EUR 109 million on shareholders’ funds attributable to the parent from fully consolidated companies (EUR 55 million at December 31, 2022), while a decrease of 100 basis points would have a negative impact of approximately EUR 41 million (EUR 67 million at December 31, 2022).

As a balancing entry to this impact, it should be noted that a drop in interest rates would trigger an increase in the value of the projects, through a lower discount rate.

b) Exposure to foreign exchange fluctuations

Ferrovial regularly monitors net exposure to each currency over the coming years for dividends receivable, investments in new projects and potential divestments.

Ferrovial establishes its hedging strategy by analyzing past fluctuations in both short-term and long-term exchanges rates and has monitoring mechanisms in place, such as future projections and long-term equilibrium exchange rates. These hedges consist of foreign currency deposits or derivatives (see Note 5.5 for more details).

The following tables show, by type of currency, the value of assets, liabilities, non-controlling interests and shareholders’ funds attributed to the parent company at December 2023 and 2022, adjusted to account for the above-mentioned currency forwards relating to each currency:

Currency	DEC. 2023
(Million euro)	Assets	Liabilities	Parent company shareholders’ funds	Non-controlling interests
Euro	7,957	5,996	1,780	181
Pound sterling	715	477	237	1
US dollar	13,399	11,294	408	1,696
Canadian dollar	976	469	507	-
Australian dollar	269	225	44	-
Polish zloty	2,011	1,613	164	234
Chilean peso	301	191	110	-
Colombian peso	230	142	89	-
Indian rupee	380	4	376	-
Other	81	28	52	1
GROUP TOTAL	26,318	20,439	3,766	2,113

F-94

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

Currency	DEC. 2022
(Million euro)	Assets	Liabilities	Parent company shareholders’ funds	Non-controlling interests
Euro	9,494	6,945	2,364	186
Pound sterling	1,126	638	487	1
US dollar	12,307	10,032	414	1,860
Canadian dollar	541	377	164	-
Australian dollar	186	141	45	-
Polish zloty	1,653	1,341	119	193
Chilean peso	342	244	98	-
Colombian peso	167	105	61	-
Indian rupee	380	1	379	-
Other	141	39	103	-
GROUP TOTAL	26,336	19,863	4,233	2,240

Note 1.4 contains a breakdown of year-end exchange rates. As a result of these changes, the impact of currency translation differences on equity at December 31, 2023 EUR was -83 million (EUR 43 million at December 31, 2022) for the parent company. A breakdown by currency is set out in Note 5.1.1.

After analyzing sensitivity to exchange rate effects, for 2023 Ferrovial estimates that a 10% depreciation in the value of the euro at the year-end against the main currencies in which the Group holds investments would have an impact on the parent company shareholders’ funds of EUR 215 million, of which 26% would relate to the effect of the Canadian dollar, 21% to the US dollar, 12% to the pound sterling and 19% to the Indian rupee.

Note 1.4 contains a breakdown of average exchange rates for 2023 and 2022. In this regard, the impact on the income statement of a 10% appreciation of the euro against other currencies would have amounted to a change of EUR 52 million in 2023 (EUR 35 million in 2022).

c) Exposure to credit and counterparty risk

The Group’s main financial assets exposed to credit or counterparty risk are as follows:

(Million euro)	2023	2022	Var. 23/22
Investments in financial assets(1)	671	569	101
Non-current financial assets	1,310	1,258	52
Net financial derivatives (assets)	285	331	(46)
Trade and other receivables	1,667	1,609	58

(1) Included in cash and cash equivalents

•

Ferrovial actively and continuously monitors counterparty risk affecting financial transactions and performs internal credit quality analyses on each of the financial institutions with which there is exposure. The Company´s internal policy for the investment of cash surpluses establishes the minimum counterparty risk as investment grade rating.

•

The internal rules for managing cash surpluses impose maximum investment limits for each counterparty, based on objective criteria: minimum acceptable risk requirements for the investment of cash surpluses and limits on the amounts invested in line with the defined risk in each case. In addition, the Risk Department monitors each counterparty’s performance and proposes appropriate protective or corrective measures depending on the specific circumstances.

•

Geographies: Ferrovial monitors trends in markets (geographies) where it has operations, as well as in its target markets. The Financial Risk Department proposes potential actions to be taken should changes in risk levels be expected in a particular geography or market.

•

Customers: Ferrovial analyses and monitors customer credit risk by means of an internal method used by all the Group companies to assign credit ratings to Ferrovial’s customers.

d) Exposure to liquidity risk

The Group has the necessary mechanisms in place to preserve the required liquidity through periodic procedures that take account of cash flow projections, cash needs, short-term collections and payments, and long-term obligations.

Ex-infrastructure project companies

At December 31, 2023, cash and cash equivalents amounted to EUR 4,585 million (EUR 4,962 million in 2022. At that date, undrawn credit lines totaled EUR 789 million (EUR 964 million in 2022), forwards hedging cash flows denominated

F-95

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

in a currency other than the euro amounted to EUR -18 million (EUR 151 million in 2022) and long term restricted cash stood at EUR 32 million (EUR 41 million in 2022).

Therefore, liquidity totaled EUR 5,387 million (EUR 6,118 million in December 2022).

Infrastructure projects companies

At December 31, 2023, cash and cash equivalents (including short-term restricted cash) amounted to EUR 168 million (EUR 214 million in 2022). Also, at that date undrawn credit lines stood at EUR 1 million (EUR 125 million in 2022), and were primarily arranged to cover committed investment needs.

Liquidity (including long-term restricted cash) totaled EUR 817 million (EUR 841 million in December 2022).

e) Equities risk exposure

Ferrovial is exposed to the risk of fluctuations in its own share price. This exposure arises in equity swaps used to hedge against risks of appreciation of share-based remuneration schemes, the detail of which is shown in Note 5.5 to these consolidated financial statements.

As the equity swaps are not classified as accounting hedges, the market value has an impact on profit or loss. Accordingly, a EUR 1 increase/decrease in Ferrovial’s share price would have a positive/negative impact of EUR 2.8 million on Ferrovial’s net profit/(loss) in 2022.

f) Exposure to inflation risk

As mentioned in note 1.2, Going concern assessment and Current economic situation, most of the revenue from infrastructure projects is associated with prices tied directly to inflation. This is the case of the prices of both the toll road concession contracts and those of Heathrow. Therefore, an increase in inflation as is currently the case will increase cash flows from assets of this kind.

The recent rise in inflation may have an adverse effect on operating margins under the construction contracts. However, as indicated in Note 1.2, approximately 80% of the division’s portfolio is protected against the effects of rising inflation due to the existence of price adjustment contract clauses linked to inflation in certain jurisdictions, such as Poland or, in certain contracts, such as in Spain. In the absence of such clauses, the risk is hedged by closing the main direct costs at the time of bidding.

During 2021 in certain cases, derivatives were also contracted to hedge the impact of inflation, as was the case during the year in the United States. These derivatives have been treated as speculative and, therefore, the variation in fair value has been taken to the income statement, with a positive impact of EUR 7 million. Also, they were settled in the same year, which had a positive impact on cash of EUR 7 million.

The toll road concession operator Autema records a derivative linked to inflation in Spain. At year-end 2020, 37% of the derivative was cancelled as a result of the shift from the concession model to the intangible asset model. The remaining 63% is still treated as a hedge accounting instrument. An increase of 100 bps across the inflation curve would have a negative effect on reserves of EUR -68 million and EUR -40 million on profit/(loss).

g) Capital management

The Group aims to achieve a debt-equity ratio that makes it possible to optimize costs while safeguarding the capacity to continue managing recurring activities and the capacity to continue to grow through new projects in order to create shareholder value.

With regard to borrowings, the Ferrovial Group seeks to maintain a level of indebtedness, excluding infrastructure project companies, so as to retain an investment grade credit rating. To achieve this, a clear and consistent financial policy has been established in which a relevant metric refers to the maintenance of an ex-projects net debt (borrowings less cash and cash equivalents) to EBITDA ratio, plus project dividends, of no more than 2x.

5.5 FINANCIAL DERIVATIVES AT FAIR VALUE

a) Breakdown by type of derivative, movements, maturity dates and main features

The table below includes the fair values of the derivatives arranged at December 31, 2023, as well as the maturity dates of the notional amounts to which the derivatives relate (maturities of notional amounts are shown as positive figures and already-arranged future increases are presented as negative amounts):

F-96

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

TYPE OF INSTRUMENT	FAIR VALUE	NOTIONAL MATURITIES
(Million euro)	BALANCES AT 12/31/2023	2024	2025	2026	2027	2028 and beyond	TOTAL
ASSET BALANCES	285	943	38	(1)	(1)	2,515	3,493
Toll road index-linked swaps	115	(2)	(3)	(4)	(3)	78	66
Toll road cross-currency swaps	72	-	-	-	-	1,850	1,850
Transchile and Centella IRS	50	-	-	-	-	457	458
Dalaman interest rate swaps	3	-	-	-	-	100	100
Toll road interest rate swaps	1	-	-	-	-	5	5
Equity swaps - Corporate	20	73	-	-	-	-	73
Toll roads foreign exchange derivatives	11	766	-	-	-	-	766
Other derivatives	13	106	41	3	2	24	175
LIABILITY BALANCES	132	2,065	338	42	37	523	3,004
Toll Roads IRS	91	28	34	37	32	471	602
Corporate cross-currency swaps	13	-	250	-	-	-	250
Corporate interest rate swaps	-	-	50	-	-	-	50
Corporate foreign exchange derivatives	-	15	-	-	-	-	15
Toll roads foreign exchange derivatives	18	1,786	-	-	-	-	1,786
Other derivatives	9	237	4	5	5	52	302
NET BALANCES (ASSETS)	153	3,008	376	41	36	3,037	6,497

The maturities of cash flows comprising the fair value of the derivatives are set out below:

TYPE OF INSTRUMENT	FAIR VALUE	CASH FLOW MATURITIES
(Million euro)	BALANCES AT 12/31/2023	2024	2025	2026	2027	2028 and beyond	TOTAL
ASSET BALANCES	285	41	1	(3)	(5)	252	285
Toll road index-linked swaps	115	10	10	10	10	75	115
Toll road cross-currency swaps	72	(18)	(18)	(18)	(17)	143	72
Transchile and Centella IRS	50	6	4	4	2	33	50
Dalaman interest rate swaps	3	2	1	-	-	-	3
Toll road interest rate swaps	1	2	-	-	-	-	1
Equity swaps - Corporate	20	20	-	-	-	-	20
Toll roads foreign exchange derivatives	11	11	-	-	-	-	11
Other derivatives	13	8	4	-	-	1	13
LIABILITY BALANCES	132	26	36	15	13	42	132
Toll Roads IRS	91	10	15	14	12	40	91
Corporate cross-currency swaps	13	(6)	20	-	-	-	13
Corporate interest rate swaps	-	-	-	-	-	-	-
Corporate foreign exchange derivatives	-	-	-	-	-	-	-
Toll roads foreign exchange derivatives	18	18	-	-	-	-	18
Other derivatives	9	5	1	1	1	2	9
NET BALANCES (ASSETS)	153	14	(35)	(18)	(18)	210	153

Derivative project companies

Interest Rate Swaps

To hedge interest rate risk in infrastructure projects, the borrowings of which accrue variable interest (primarily Cintra Inversora Autopistas de Cataluña, S.A., Transchile, Centella, Autovía de Aragón, Depusa Aragón, Dalaman International Airport and the UK waste treatment businesses (Thalia)), the companies have contracted interest rate hedges on project debt, establishing a fixed or increasing interest rate, for a total notional amount of EUR 1,250 million at December 31, 2023. Overall, the fair value valuation of these hedges has decreased from EUR -10 million at December 2022 to EUR -39 million at December 2023.

In general, hedge effectiveness measurements performed periodically show that derivatives are effective, so changes in their fair value are recorded in reserves, amounting to EUR -36 million (EUR -30 million after taxes and minority interests attributable to the parent company).

F-97

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

The movement in settlements and accruals had an impact on net financial income/(expense) of EUR -8 million and on cash of EUR 6 million.

Index-linked swaps

They relate solely to Autema, which arranged an index-linked swap fixing the annual inflation rate at 2.5% in 2008 to hedge revenue variability. The underlying hedged items are the toll flows and price compensation flows received by the Catalan Regional Government, which are inflation-adjusted.

The reduction in the hedged item due to the change of concession scheme entailed the partial discontinuance of the hedge, so that 63% of the derivative is currently classed as a hedge and the remainder is classed as speculative. The rise in inflation during 2023 had an impact of EUR 25 million on reserves and a fair value impact of EUR 13 million on results.

Derivatives ex-project companies

Interest rate swaps

In September 2023, the Group cancelled the interest rate derivatives which were contracted (mainly by Ferrovial SE) to hedge bank borrowings, as the debt has been also cancelled. By the end of 2022 these IRS had a notional amount of EUR 359 million and a fair value of EUR 10 million.

In December, the Group closed new interest rate swaps. Ferrovial SE contracted a pre-hedge to hedge the refinancing of a future bond with a notional of EUR 50 million, and Parque Solar Casilla, one to hedge El Berrocal financing (an energy project), with a notional of EUR 23 million.

Cross-currency swaps

At December 31, 2023, Ferrovial SE recorded cross-currency swaps to hedge a corporate liquidity line in US dollars (Note 5.2.2). These instruments have a notional value of USD 260 million (EUR 250 million agreed equivalent value) and expire in 2025 and have a fair value of EUR -13 million (EUR -5 million in 2022).

The results of the effectiveness tests carried out show that the derivatives are effective. The change in fair value during the year had an impact on reserves of EUR -1 million, on the financial result of EUR 6 million and on cash of EUR -6 million.

On the other hand, the Cintra Infrastructure SE Company and 407 Toronto Highway BV have cross currency swaps (CCS) as fair value coverage of its net investment in the US in USD and the investment in Canada in CAD . These instruments have a notional amount of EUR 1,712 million and EUR 138 million, a maturity in 2032 and a fair value of EUR 72 million and EUR 0.01 million.

The result of the effectiveness tests carried out shows that the derivatives are effective. The interest rate component of these derivatives, considered as a hedging cost, amounts to -11 million euros and is recorded as reserves. As the coupons for the interest rate differential are paid, this cost will be transferred to income. In addition, the impact of the hedging of the investment was EUR 51 million recognized as translation differences.

Exchange rate derivatives

There are exchange rate risk hedges, designed to hedge the investment that the Group has in CAD. Its notional amounts to EUR 1,786 million at December 31, 2023 (CAD 2,639 million) (Note 1.3). Its fair value amounts to EUR -18 million.

Changes in their valuation are recorded under the conversion differences heading and amount to EUR 57 million in 2023. Additionally, the movement of settlements and accruals has had an impact on the financial result of EUR -19 million and on cash of EUR -140 million.

Additionally there are hedges of foreign currency risk, which aim is to protect against the volatility of future cash flows in foreign currencies (primarily US dollar, pound sterling and polish zloty). Their notional value amounted to EUR 1,149 million at December 31, 2023, of which EUR 229 million relate to pound sterling and EUR 777 million to the US dollar and EUR 142 million to zloty, they all expire in the short-term.

Value changes are recognized as translation differences and amounted to EUR 22 million in 2023 (for effective derivatives). Options, which are not classified as accounting hedges, are recognized in net financial income/(expense) at fair value, entailing an expense of EUR 9 million during the year.

Equity swaps

The Company has arranged equity swaps hedging the potential financial impact of the exercise of share-based remuneration schemes granted to employees. These swaps contracted by the Company generally hedge its own shares,

F-98

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

therefore, they are treated as economic hedging derivatives but not as accounting hedges (speculative), so the change in fair value of these derivatives in recognized through the income statement as a fair value adjustment.

These contracts are described below:

•

The calculation base comprises a given number of Ferrovial shares and a reference price, which is usually the share price on the execution date.

•

During the swap term, Ferrovial pays interest at a given interest rate (EURIBOR plus a spread to be applied to the result of multiplying the number of shares by the strike price) and receives remuneration equal to the dividends on those shares.

•

When the swap expires, if the share price has risen, Ferrovial will receive the difference between the arithmetic mean of the share price during the observation period and the reference price, by the number of shares contracted. Otherwise, Ferrovial would pay this differential to the financial institution.

Its fair value at December 31, 2023 is EUR 20 million. The change in value during the year was due to the increase in the Ferrovial share price from EUR 24.47 at December 31, 2022 to EUR 33.02 at December 31, 2023, entailing an impact of EUR 25 million under the income statement heading “Changes in the fair value of financial instruments”. In the column “Impact on Net financial income/(expense)” includes the remuneration as income and the finance cost of these instruments as an expense in the amount of EUR -2 million (Note 2.6). The total impact of these instruments on cash resources amounted to EUR -6 million.

At December 2023, these derivatives had a notional value equivalent to 2,796 thousand shares which, based on the strike price of the equity swaps (price at which they must be settled with the banks), represented a total notional amount of EUR 73 million.

b) Main effects on the income statement and equity

Set out below is a breakdown of the main derivatives arranged by fully-consolidated companies showing movements in fair values at December 31, 2023 and 2022 and the effect on reserves, profit/(loss) and other balance sheet items:

​	​	​	FAIR VALUE			​	​	​	EFFECTS	​
TYPE OF INSTRUMENT (Million euro)	BALANCES AT 12/31/2023	BALANCES AT 12/31/2022	Variation	EFFECT ON RESERVES (I)	FAIR VALUE EFFECT ON PROFIT/​ (LOS S) (II)	EFFECT ON FINANCIAL PROFIT/​ (LOSS) (III)	CASH (IV)	EXCHANGE RATE (V)	OTHER EFFECTS ON BALANCE SHEET OR INCOME	TOTAL
Inflation derivatives	115	77	38	25	13	4	(11)	-	7	38
Cash flow hedge	115	77	38	25	13	4	(11)	-	7	38
Interest rate derivatives	(39)	-	(40)	(39)	12	(7)	(5)	(2)	2	(40)
Cash flow hedge	(39)	-	(40)	(48)	12	(7)	(5)	(2)	11	(40)
Fair value hedge	-	-	-	8	-	-	-	-	(8)	-
Cross-currency swaps	58	(32)	91	30	(1)	6	12	51	(7)	91
Cash flow hedge	(13)	(5)	(9)	(1)	-	6	(6)	-	(7)	(9)
Hedge of net investment in foreign	72	(28)	99	32	(1)	-	18	51	-	99
Fair value hedge	-	-	-	-	-	-	-	-	-	-
Foreign exchange derivatives	(1)	172	(173)	1	(3)	(19)	(166)	12	2	(173)
Fair value hedge	-	3	(3)	-	-	-	(12)	9	-	(3)
Hedge of net investment in foreign	(8)	169	(177)	-	(4)	(19)	(157)	3	-	(177)
Cash flow hedge	11	1	11	1	7	-	-	1	2	11
Speculative	(4)	-	(4)	-	(7)	-	3	-	-	(4)
Equity swaps	20	2	17	-	25	(2)	(6)	-	-	17
Speculative	20	2	17	-	25	(2)	(6)	-	-	17
TOTAL	153	219	(66)	16	46	(18)	(175)	61	4	(66)

Derivatives are recognized at market value at inception and at fair value at later dates. Changes in the value of these derivatives are recognized for accounting purposes as follows:

•

Fair value changes during the year to cash flow hedging derivatives are recognized, with a balancing entry in reserves by the effective portion (column I).

•

Fair value changes to derivatives that do not qualify for hedge accounting or are deemed to be speculative are recognized separately as a fair value adjustment in the Group’s income statement (column II).

•

“Effect on net financial income/(expense)” ​(column III) reflects the effects from financing of interest flows accrued during the year.

F-99

SECTION 5: CAPITAL AND
FINANCING STRUCTURE​

•

The “Cash” column (IV) refers to net settlements of receipts and payments during the year.

•

The effect of foreign exchange fluctuations from December 31, 2023 to December 31, 2022 on currency translation differences is also presented separately (column V).

•

The “Other effects” column shows the effects on operating profit/(loss), net financial income/(expense) (exchange rate) and other effects not previously mentioned (column VI).

c) Derivative measurement methods

All the Group’s financial derivatives and other financial instruments carried at fair value are included in Level 2 of the fair value hierarchy since, though they are not quoted on regulated markets, they are based on directly or indirectly observable inputs.

Fair value measurements are made by the Company using a tool developed in-house based on market best practices. However, they are reconciled against the values indicated by the counterparty banks on a monthly basis.

Equity swaps are measured as the difference between the quoted share price on the calculation date and the unit settlement (strike) price agreed at inception, multiplied by the number of shares under the contract.

The other instruments are measured by quantifying net future flows of payments and receipts, discounted to present value, as specified below:

•

Interest rate swaps (IRS): future flows tied to floating reference rates are estimated using market projections on the measurement date for each currency and settlement frequency. Each flow is discounted using the discount factors on the date of each settlement period and currency at the measurement date.

•

Index-linked swaps (ILS): future flows are estimated by projecting the future behavior implicit in the market curves on the measurement date for each currency and settlement frequency, for both reference interest rates and reference inflation rates. As in the cases described above, the flows are discounted at rates obtained at the measurement date for each flow settlement period and currency.

•

Cross-currency swaps (CCS): future flows tied to floating reference rates are estimated using market projections on the measurement date for each currency and settlement frequency. Each flow is discounted using the market zero-coupon rate corresponding to the settlement period and currency at the measurement date, taking account of cross-currency basis spreads. The present value of the flows in a currency other than the measurement currency is translated at the spot exchange rate prevailing at the measurement date.

•

Foreign currency derivatives: as a general rule, future flows are estimated using the exchange rates and market curves associated with each currency pair (forward points curve), and each flow is discounted using the market discount rate corresponding to the settlement period and currency at the measurement date. For other more complex instruments (options, etc.), appropriate measurement methods are used for each instrument, taking into consideration the necessary market data.

Lastly, credit risk which is included when measuring derivatives under IFRS 9, is estimated as follows:

•

To calculate the adjustments associated with own and counterparty credit risk (CVA/DVA), Ferrovial applies a method based on calculating the future exposure of the various financial products using Monte Carlo simulations. A probability of default and a loss given default is applied to this potential exposure based on the parties’ business and credit quality, as well as a discount factor based on the currency and term at the measurement date.

•

To calculate probabilities of default for the Ferrovial Group companies, the Financial Risks Department assesses the counterparty’s rating (company, project, etc.) using an in-house, rating agency-based method. This rating is used to obtain market spread curves for the currency and term in question (generic curves per rating level).

•

Probability of counterparty default is calculated using the companies’ CDS curves, if they are available. Otherwise, the CDS curves of a similar entity (proxy) or a generic spread curve per rating level are used.

F-100

CONSOLIDATED FINANCIAL STATEMENTS
FERROVIAL SE AND SUBSIDIARIES​

SECTION 6: OTHER DISCLOSURES

This section includes other notes required under the applicable legislation.

Note 6.5 stands out on contingent liabilities and assets, as it describes the main lawsuits in which Group companies are involved and the guarantees given. Special emphasis is placed on the guarantees given by ex-infrastructure project companies on behalf of infrastructure project companies.

Movements in liabilities other than current liabilities and borrowings, such as provisions (Note 6.3), are also analyzed.

6.1 DEFERRED INCOME

Deferred income breaks down as follows at December 31, 2023 and 2022:

(Million euro)	2023	2022	Var. 23/22
Capital grants	1,317	1,377	(60)
Other deferred income	17	33	(16)
TOTAL DEFERRED INCOME	1,334	1,410	(76)

Capital grants awarded by government bodies relate entirely to infrastructure projects in the Toll Roads Division at December 31, 2023 and 2022.

These grants are primarily found in the following Toll Road projects: EUR 407 million and EUR 425 million for LBJ Infrastructure Group in 2023 and 2022, respectively. EUR 486 million and EUR 512 million for NTE Mobility Partners, in 2023 and 2022, respectively. EUR 204 million and EUR 211 million for NTE Mobility Partners Segments 3 LLC, in 2023 and 2022, respectively and, lastly, EUR 205 million and EUR 214 million for I-77 Mobility Partners, in 2023 and 2022, respectively.

Amounts received by the US companies decreased by EUR -41 million and increased by EUR 86 million in 2023 and 2022 respectively, due to the dollar’s appreciation against the euro.

These capital grants are released to the income statement for each year at the same rate as the depreciation charged on the assets. As the charge estimated for the following 12 months is not significant, the balance as at December 31, 2023 is presented as non-current in the balance sheet. The impact of the grants on cash flows are presented as an increase in investments for 2023, 2022 and 2021.

The effect of these grants on cash flows is presented net of cash flows from investing activities.

6.2 EMPLOYEE BENEFIT PLANS

This heading reflects the deficit in pension and other employee retirement benefit plans. At December 31, 2023, the provision recognized in the balance sheet amounted to EUR 3 million and solely relates to Budimex (EUR 2 million at December 31, 2022).

6.3 PROVISIONS

The provisions recognized by the consolidated Group cover risks arising in the course of business. They are recognized using best estimates of the risks. This note provides a breakdown of all provisions disclosed separately on the liabilities side of the balance sheet. In addition to these items, other provisions net certain asset items and are disclosed in the specific notes on those assets.

F-101

SECTION 6: OTHER DISCLOSURES

Movements in long- and short-term provisions presented separately on the liabilities side of the balance sheet are set out below at December 31, 2023 and 2022:

(Million euro)	LITIGATION AND TAXES	REPLACEMENTS AND UPGRADES, IFRIC 12	OTHER LONG- TERM RISKS	TOTAL NON- CURRENT PROVISIONS	SHORT-TERM PROVISIONS	TOTAL
Balance at December 31, 2022	146	97	47	290	930	1,220
Scope changes and transfers	5	(5)	(9)	(9)	(6)	(15)
Charges:	​	​	​	-	​	-
Operating profit/(loss)	14	-	1	15	532	547
Net financial income/(expense)	2	7	-	8	2	10
Impairment and disposals	2	-	-	2	-	2
Corporate income tax	1	-	-	1	-	1
Fixed asset depreciation	-	24	-	24	-	24
Reversals:	​	​	​	-	​	-
Operating profit/(loss)	(11)	-	(7)	(17)	(292)	(309)
Net financial income/(expense)	-	-	-	-	-	-
Impairment and disposals	-	-	(7)	(7)	(1)	(8)
Corporate income tax	-	-	-	-	-	-
Fixed asset depreciation	(1)	-	-	(1)	-	(1)
Applications	(3)	(34)	-	(37)	(207)	(244)
Foreign exchange differences	1	(2)	1	(1)	52	51
Balance at December 31, 2023	156	86	26	268	1,011	1,279

Litigation and tax provisions

This includes the following provisions:

•

Provisions to cover the possible risks resulting from lawsuits and litigation in progress, amounting to EUR 71 million and EUR 68 million in 2023 and 2022, respectively, and largely relating to the Construction business. This provision is recognized and reversed against changes to provisions in operating profit/(loss).

•

Provisions for tax claims, amounting to EUR 85 million and EUR 78 million in 2023 and 2022, arising in relation to local or central government duties, taxes or other levies as a result of the different possible interpretations of tax legislation in the various countries in which the Group operates (Note 6.5.1).

Provision for replacements under IFRIC 12

This heading includes provisions for replacement investments under IFRIC 12 (Note 1.3.3.2), totaling EUR 86 million and EUR 97 million in 2023 and 2022, respectively.

Provisions for other long-term risks

This heading includes provisions recognized to cover certain long-term risks other than those attributable to litigation or tax claims, such as third-party liability resulting from the performance of contracts, guarantees given and exposed to enforcement risk, and other similar items, which amounted to EUR 26 million at December 31, 2023 (EUR 47 million at December 31, 2022).

At December 31, 2023, it also contains the estimated cost of landfill closure and post-closure activities relating to Budimex and UK waste treatment businesses (Thalia). The provision is calculated based on a technical estimate of total landfill capacity consumed to date. It is recognized and reversed against changes to provisions in operating profit/loss, as and when the landfill closure costs are incurred. The balance recognized for this item at December 31, 2023 amounted to EUR 14 million.

Short-term provisions

This heading relates essentially to provisions for contracts with customers, such as provisions for deferred expenses (relating to construction projects close-out costs under the contract), amounting to EUR 313 million and EUR 276 million in 2023 and 2022 respectively), and provisions for budgeted losses totaling EUR 604 million and EUR 567 million in 2023 and 2022 respectively.

Provisions for budgeted losses relate primarily to the Construction Division in the amount of EUR 561 million and EUR 497 million in 2023 and 2022 respectively, and UK waste treatment businesses (Thalia) in the amount of EUR 46 million and EUR 69 million at December 31, 2023 and 2022, respectively.

F-102

SECTION 6: OTHER DISCLOSURES

The change during 2023 is essentially explained by net provisions recognized in the Construction Division (EUR 150 million), basically in the Polish business, and to the application of provisions (EUR -119 million), relating particularly to budgeted losses in the US business.

For the accounting treatment of each provision, see Notes 1.3.3.3.and 1.3.3.4.v.

6.4. OTHER LONG-TERM PAYABLES

This heading mainly includes:

•

Participating loans accruing interest granted by Spain’s Central Government to various infrastructure project concession operators totaling EUR 53 million at December 31, 2023 and EUR 51 million at December 31, 2022 owed by “Autovía de Aragón” in the Toll Roads Division.

•

Long-term loans from associates of the Toll Roads Division, amounting to EUR 21 million at December 31, 2023 and EUR 22 million at December 31, 2022.

•

Debt owed by Dalaman International Airport to the administration for the concession fee, which amounted to EUR 276 million in the long term at the year-end (EUR 277 million at December 31, 2022).

•

Mandatory payments owed under the concession agreement on the I-66, which amounted to EUR 865 million (EUR 485 million at December 31, 2022).

6.5 CONTINGENT LIABILITIES, CONTINGENT ASSETS AND COMMITMENTS

6.5.1 Litigation

The Group is exposed to risks derived from the resolution of lawsuits or litigation of different kinds arising in the course of its business. When such risks are deemed to be probable, provisions must be booked using the best estimate of the disbursements that are expected to be necessary to settle the obligations arising from those lawsuits and litigation. These provisions are set out in Note 6.3. When such risks are less likely to materialize, contingent liabilities arise. No significant liabilities are envisaged to have a material adverse effect on the Group other than those for which provisions have already been recognized.

There are also contingent assets, meaning assets that might arise from various proceedings in progress. Assets of this kind are not recognized in the financial statements unless it is virtually certain that they will materialize, as required by accounting legislation.

There follows a description of the most significant litigation, in terms of the amount, in the Group’s various business divisions. This includes those that may generate both liabilities or assets.

a) Litigation and other contingent liabilities relating to the Toll Roads business.

Ongoing litigation at December 2023

US Toll Roads: NTE 35W

On February 11, 2021 there was a multiple accident on the 35W Managed Lanes toll road in Dallas, Texas involving 133 vehicles and resulting in six deaths and several people injured.

As a result of this incident, the concession company NTE Mobility Partners Segment 3 LLC, which is 53.66% owned by Ferrovial, together with several non-Group US companies, is a party in 29 of the claims that have been filed and are in the early stages of legal proceedings.

Following consultation with external legal advisors, the concession company expects no material impact even in the event of an unfavorable ruling due to the insurance policies in place.

Therefore, no provision has been recorded to date in relation to this risk.

Portugal- Auto-Estradas Norte Litoral, S.A.

The insolvency estate of J. Gomes—Construções do Cávado, S.A., (the “J. Gomes Parent”) filed a civil lawsuit against Cintra Infrastructures SE (“CISE”) seeking the invalidity of its purchase of shares of Auto-Estradas Norte Litoral, S.A. (“AENL”) (the “AENL Shares”) by CISE from J. Gomes—Concessões Norte, Unipessoal, Lda. (the “J. Gomes Subsidiary”), a fully-owned subsidiary of J. Gomes Parent. J. Gomes Parent initiated proceedings against both CISE and J. Gomes Subsidiary on the basis that the purchase price paid by CISE was lower than the fair market value of the

F-103

SECTION 6: OTHER DISCLOSURES

AENL Shares. J. Gomes Subsidiary is not an insolvent entity (unlike the claimant, J. Gomes Parent). CISE acquired the AENL Shares from J. Gomes Subsidiary and the rest of the minority shareholders of AENL, paying the same price per share to all shareholders.

The claimant, J. Gomes Parent has requested that (i) CISE return to the claimant (a) the AENL Shares and (b) an amount corresponding to the total dividends received in connection with those shares since the date on which the sale took place; and (ii) the claimant is allowed to pay a small fraction of the price received by the J. Gomes Subsidiary from CISE for such AENL Shares, with the remainder of the price to be claimed by CISE as a common creditor under the J. Gomes Parent insolvency proceedings.

The Company estimates the value of the claim, including accrued legal interest, that although not yet claimed, may be requested in connection with the proceedings by J. Gomes Parent, to be an amount under EUR 10 million.

The Company believes, after consultation with external legal advisors, that its position is reasonable and therefore has not recorded a provision in relation to this risk.

Litigation ended during or before 2023

Court proceedings instigated by the financial institutions of the Radial 4 project

In June 2013 a group of financial institutions forming part of the banking syndicate financing our Radial 4 project commenced court proceedings in Madrid Court of First Instance No. 61 against the shareholders of the concession company, Cintra Infrastructures, SE and Sacyr Concesiones, S.L. The concession shareholders had guaranteed a contingent capital contribution upon occurrence of certain events set forth in the relevant project financing agreement.

Specifically, the group of financial institutions sought enforcement of a EUR 23 million corporate guarantee put in place by the shareholders (of which Cintra Infrastructures, SE’s proportional share is EUR 14.95 million), on the grounds of an alleged breach of certain financial agreement ratios.

Madrid Court of First Instance No. 61 dismissed the lawsuit, declaring the lack of legal standing of the bank syndicate to request an enforcement of such guarantee. The bank syndicate then lodged an appeal before the Madrid Provincial Court, which was also dismissed by the court that upheld the Madrid Court of First Instance No. 61 judgement. The group of financial institutions decided to lodge an extraordinary appeal for procedural infringement before the Spanish Supreme Court, which the court admitted. As a result, the Madrid Provincial Court heard and reviewed the merits of the case. The Madrid Provincial Court upheld the appeal lodged by the bank syndicate.

Following the Madrid Provincial Court’s resolution in favor of the group of financial institutions, Cintra Infrastructures, SE and Sacyr Concesiones, S.L. filed a cassation appeal with the Spanish Supreme Court on December 10, 2020.

On October 23, 2023 Cintra Infrastructures SE received the Supreme Court’s Decision dismissing the cassation appeal filed on December 10, 2020. Such dismissal rendered the Madrid Provincial Court’s resolution final and binding. As a consequence, on November 15, 2023 Cintra Infrastructures, SE paid EUR 14.95 million plus EUR 6.38 million in accrued interest, that were totally provided for. At present, only the legal costs requested by the defendants remain outstanding.

b) Litigation relating to the Construction business

The Construction Division is involved in several ongoing legal proceedings, relating principally to potential construction defects in the building work it has completed and claims for civil liability. As indicated in Note 6.3, as of December 31, 2023 and 2022, respectively, provisions amounting to EUR 68 million and EUR 68 million had been recorded globally, in relation to these proceedings, with the provisions recorded for each lawsuit not exceeding EUR 10 million. The provision for each of the lawsuits corresponds to the best estimate made by Ferrovial on the possible impact of the same.

Below is a description of the most relevant lawsuits in terms of amount.

Ongoing litigation at December 2023

Construction business Spain

In 2019, the Spanish National Markets and Competition Commission (CNMC) initiated penalty proceedings against Ferrovial Construcción, S.A. and other construction firms for alleged anti-competitive behavior.

On July 6, 2022, the CNMC issued a resolution finding that Ferrovial Construcción S.A. had committed a “very serious infringement” of Article 1 of Law 15/2007, of July 3, 2007, on the Defense of Competition and Article 101 of the European Union Treaty and imposing a fine of EUR 38.5 million.

F-104

SECTION 6: OTHER DISCLOSURES

Ferrovial Construcción, S.A. filed a contentious-administrative appeal against the CNMC’s resolution in the Spanish National High Court on October 4, 2022. The claim also requested a precautionary measure staying enforcement.

On December 9, 2022 the Spanish National High Court agreed to suspend the resolution issued by the CNMC’s Competition Court, pending its decision on the contentious-administrative appeal.

The Group considers the outcome of this lawsuit is unlikely to be unfavorable and therefore no amount has been provisioned in this respect.

D4R7 project (Slovakia)

There are two proceedings under way:

Criminal Investigation for Alleged Environmental Risks and Damage in Connection with the Exploitation of Plots of Land in Jánošíková.

In June 2019, by the Provincial Headquarters of the National Police in Bratislava (Slovakia) initiated a criminal investigation ex officio against D4R7 Construction s.r.o., the joint venture established to carry out the D4R7 toll road construction project in Bratislava, which was formed by Ferrovial and PORR (with 65% and 35% stakes in the joint venture, respectively). The grounds for the investigation are alleged environmental risks and damage, as defined in the Slovakian Criminal Code, due to an alleged failure to obtain the necessary permits to excavate dirt from two plots of land in Jánošíková, Slovakia. The alleged damages were quantified at EUR 8.7 million.

The two plots requiring the environmental permits do not form part of the toll road site layout, although materials extracted from the plots were used to construct the project pursuant to agreements with the owners, who incurred no environmental damage. The excavation work, which also included obtaining the property owners’ consent, as well as the necessary environmental permits to extract the dirt material, was subcontracted to a local company specialized in this type of work.

The investigation is ongoing and several people have been charged and a variety of defense submissions in response to said alleged charges and expert reports have been submitted by the Slovakian authorities, as the investigator/prosecutor, and by the joint venture, as the investigated party/defendant. The last expert report in connection with the investigation was submitted by the joint venture in December 2022, after which the prosecutor submitted the investigation file to the court. Upon review, the court will decide whether there is sufficient evidence to support the allegations and if all legal requirements have been met to set the case for trial or otherwise will revert the investigation file to the prosecutor’s office for further investigation.

The Group considers improbable that the investigation will give rise to risk and, therefore, no provision has been set aside with respect to this dispute.

Criminal Investigation for Alleged Hazardous Substances and Environmental Damage in Connection with the Exploitation of Plots of Land in Blatná na Ostrove

On June 2, 2023, the Presidium of the Police Force for the National Center of Special Types of Criminality, the division investigating hazardous substances and environmental crimes, filed charges against D4R7 Construction s.r.o. for an alleged crime of “endangering and damaging the environment” in violation of Section 300(1) of the Slovak Criminal Procedure Code. The charges allege that, between May and December 2018, D4R7 Construction s.r.o. caused environmental damage quantified at EUR 6.6 million on certain protected parcels of land located in Blatná na Ostrove by extracting more than 200,000 tons of dirt without a permit. The excavation work, as well as the necessary environmental permits to extract the dirt material, was subcontracted to a local company specialized in this type of work. A hearing date has not yet been set. D4R7 disputes these charges and intends to file a timely response.

The Group considers improbable that the investigation will give rise to risk and, therefore, no provision has been set aside with respect to this dispute.

FBSerwis (Poland)

On February 1, 2023, the President and Vice-President of the Management Board of FBSerwis, S.A., a subsidiary of Budimex, were detained in Warsaw, Poland, by the Polish Central Anticorruption Office. According to the information provided publicly by the Polish National Prosecutor’s Office, the arrests were related to a broader investigation for alleged tax fraud and money laundering, invoice forgery, and bribery. According to these public sources, over a dozen people have been detained as part of the ongoing proceedings, including three employees of FBSerwis, S.A. On March 28, 2023, the supervisory board of FBSerwis, S.A. decided to dismiss the president and vice-president of the management board from

F-105

SECTION 6: OTHER DISCLOSURES

said management board. FBSerwis, S.A. has therefore terminated their employment contracts. The investigation is ongoing and FBSerwis S.A. is cooperating with the authorities.

FBSerwis S.A.’s management board does not presently identify any significant risk for its operations. In addition, it commissioned an independent law firm to investigate any irregularities related to the above-mentioned events. This investigation is now concluded.

In May 2023, the supervisory board named a new president of the management board.

The management board of FBSerwis, S.A. has established an internal control office to monitor compliance with its policies and procedures, which have been reviewed and improved in 2023.

Considering the above, the management board of FBSerwis,S.A. believes that, at present, there is no need to make adjustments to the financial statements in connection with these events. In the opinion of the external legal counsel engaged by FBSerwis S.A., the risk that the company could be held liable for the events under investigation is remote and is not expected to exceed EUR 1 million. Therefore, as of December 31, 2023 we have not recognized a liability in our financial statements in relation to this matter.

Bucaramanga Project (Colombia)

In December 2023, the National Infrastructure Authority (ANI) of Colombia imposed a fine for project delays on the concessionaire for the Ruta del Cacao project, Concesionaria Ruta del Cacao, S.A.S. The fine flows on a “back-to-back” basis to Consorcio Ferrocol Santander (CJV), the entity responsible for the construction of the project and in which Ferrovial Construcción has a 70% stake. The fine amounts to approximately USD 15 million and has been appealed. The delay that triggered the fine relates to the completion of segment 8 (UF8) of the project and was caused by unforeseeable geological conditions in the terrain that have resulted in multiple landslides. These conditions constitute unforeseen conditions that are contractually beyond the responsibility of the concessionaire, and consequently the CJV, under the concession contract with ANI. The concessionaire and CJV have initiated several proceedings seeking the nullity of the imposed fines as well as a declaration of force majeure due to said unforeseeable geological conditions. If either proceeding is successful, the fines would be rendered void. The impact of this delay and the associated costs have been considered in the provision for future losses in 2023 relating to this project.

I-66 and I-285 projects (USA)

In 2015, Georgia’s Department of Transportation awarded the design and construction of the I-285/SR-400 improvement project to North Perimeter Contractors, LLC whose sole member is Ferrovial Construction US Corp.

In 2016, FAM Construction, LLC (in which Ferrovial Construction US Corp. holds a 70% interest and Allan Myers VA holds a 30% interest) was awarded the design and construction of the Interstate 66 Outside the Beltway project.

These design-build projects are near completion but have incurred losses due to unforeseen events beyond the above contractors’ control, including due to the impact of the Covid-19 pandemic, client-directed scope changes, and weather events, among others. The above contractors have accordingly initiated upstream claims proceedings to recover part of the costs incurred. The claims have thus far been denied, and the respective contractors have accordingly initiated claim proceedings to recover the incurred losses.

These claims have been considered in the calculation of the group’s future loss provisions in accordance with IFRS 15.

c) Tax-related litigation

Ongoing litigation at December 2023:

As indicated in Note 6.3, Ferrovial has provisions for taxes recognized in its balance sheet for a total amount of EUR 85 million, EUR 200 million and EUR 209 million at December 31, 2023, 2022 and 2021 respectively.

These provisions relate essentially to ongoing litigation arising from tax assessments raised following tax audits in Spain for a disputed sum of EUR 207 million, EUR 332 million and EUR 333 million for 2023, 2022 and 2021 respectively, the most significant amounts relating to corporate income tax and VAT for the periods 2002 to 2017.

Tax proceedings relating to the amortization for tax purposes of financial goodwill on the acquisitions of Amey and Swissport

The most noteworthy litigation is the proceedings related to the amortization for tax purposes of financial goodwill on the acquisitions of Amey and Swissport. On September 27, 2023, the European General Court issued a ruling overturning the European Commission’s October 15, 2014, decision, which considered the Spanish tax depreciation of financial goodwill with respect to the indirect acquisition of non-resident companies to be “state aid” incompatible with the EU Treaty. The

F-106

SECTION 6: OTHER DISCLOSURES

European General Court’s ruling upheld the appeals of Spain and several Spanish companies, including Ferrovial, and found that the European Commission’s decision violated the principles of legal certainty and protection of legitimate expectations. The ruling was subject to appeal by the European Commission before the Court of Justice of the European Union.

On December 14, 2023 the European Commission logged its appeal against this ruling before the Court of Justice of the European Union (C-780/23 P). The proceeding is currently ongoing.

As the Group considers there are sound grounds supporting its procedural stance in this proceeding, no provision has been recorded as of December 31, 2023. However, if the final ruling is unfavorable there will be an adverse effect of EUR 87.6 million on the Group’s income statement in relation to additional Spanish Corporate Income Tax for 2002 to 2022. The maximum amount payable in connection with a potential unfavorable result would be EUR 42.0 million, as the remainder has already been settled by the Group. In case of a favorable ruling the Spanish Tax Agency must refund the initially claimed and paid amounts (EUR 45.6 million).

Unconstitutional Royal Decree-Law 3/2016

On January 18, 2024, the Spanish Constitutional Court announced its ruling related to Royal Decree-Law 3/2016 (RDL 3/ 2016), on tax measures aimed at the consolidation of public finances, which amended corporate income taxation by limiting the offsetting of net operating losses (25% current limit versus 70% previous to RDL 3/2016), establishing limits on the application of double taxation deductions and forcing the inclusion in the tax base of impairment losses on portfolio investments deducted in previous years.

The Spanish Constitutional Court ruling, officially published on February 20, 2024, resolves that the use of the Royal Decree-Law is not suitable for amending the essential elements of Corporate Income Tax (CIT), and this practice infringes constitutional requirements. Based on the aforementioned grounds, the Spanish Constitutional Court overturned the RDL 3/2016, which is considered null and void. The Company filed several lawsuits with respect to its CIT assessment for tax years 2016 through 2023 based on the same argument.

As a result of the Spanish Constitutional Court ruling, the Company believes it is likely it will obtain a favorable ruling, with the expected amount to be recovered by the Group in relation to years 2016 to 2023 amounting to EUR 37 million. The Company has not recorded any impact in its2023 consolidated financial statements as the RDL 3/2016 was not overturned at December 31, 2023 and, according to IAS 37.35, contingent assets are only accounted for if its recoverability has become virtually certain in the year. The total expected effect would impact the Company´s 2024 consolidated financial statements.

The Company estimates an additional EUR 49 million positive impact of this ruling on its tax-loss recoverability analysis for years beyond 2023, which would also impact the Company´s 2024 consolidated financial statements. Any change in legislation may have an impact in this estimate.

Litigation ended during or before 2023

Settlement resolution arising from the tax assessment of 2006 Spanish Corporate Income Tax

The Company had an ongoing dispute in connection with the Group’s 2006 Spanish CIT assessment pertaining to the application of a deduction for export activities relating to an investment made to acquire the ownership interest in the former BAA (now Heathrow Airport Holding Limited). The Group filed a cassation appeal with the Spanish Supreme Court against the settlement resolution arising from the Spanish tax authority’s tax assessment raised on Ferrovial’s 2006 Spanish CIT. The estimated amount claimed to Ferrovial by the Spanish Tax Authorities at December 2022 including interest was EUR 119.2 million.

The ruling resolves the dispute and declares the tax audit assessment null and void. No provision was registered in the accounts in this respect.

6.5.2 Guarantees

a) Bank guarantees and other guarantees issued by insurance companies

In the course of business, the Group is exposed to possible risks the materialization of which is uncertain, relating to liability under the various contracts entered into in its business divisions.

The Group obtains bank guarantees and other guarantees issued by insurance companies to cover potential liabilities arising in the course of business. At December 31, 2023, the balance amounted to EUR 8,739 million (EUR 8,093 in 2022).

F-107

SECTION 6: OTHER DISCLOSURES

The following table contains a breakdown of the risk covered in each business area:

(Million euro)	Dec. 2023	Dec. 2022
Construction	7,013	6,067
Toll Roads	404	642
Airports	799	1,044
Energy and mobility infrastructures	66	81
Other	251	258
Total continuing operations	8,533	8,093
TOTAL	8,533	8,093

The EUR 8,533 million, by type of instrument, relates to: i) EUR 3,358 million in bank guarantees; ii) EUR 4,705 million in guarantees provided by bonding agencies and iii) EUR 668 million in bank guarantees provided by insurance companies.

These guarantees cover the liability to customers for the proper performance of construction or services contracts involving Group companies; the guarantee would be enforced by the customer were a project not carried out.

Despite the significant amount of these guarantees, the impact that might arise is very low, since the Group companies perform contracts in accordance with the terms and conditions agreed upon with the customers and recognize provisions within the results of each contract for potential risks that might arise from such performance (Note 6.3).

Lastly, of the total amount of the Group’s bank guarantees for continuing operations listed in the above table, EUR 796 million secures commitments to invest in the capital of infrastructure project companies, mainly JFK-NTO (Note 6.5.3).

b) Guarantees given by Group companies for other Group companies

As indicated previously, in general guarantees are provided among the Group companies to cover third-party liability arising from contractual, commercial or financial relationships.

Although these guarantees do not have any effect at the Group’s consolidated level, there are certain guarantees provided by ex-infrastructure project companies to infrastructure project companies (Note 1.1.4) which should be noted due to the classification of project borrowings as non-recourse debt (see Note b.1). Contingent capital guarantees).

Other guarantees have also been given to equity-accounted companies (see b.2. below).

b.1) Guarantees provided by ex-infrastructure project companies to infrastructure project companies to secure borrowings, which could give rise to future additional capital disbursements should the guaranteed events take place (contingent capital guarantees).

Two types of guarantees are given by ex-infrastructure project companies to infrastructure project companies:

•

Guarantees securing the proper performance of construction and service contracts (Note 6.5.2.a).

•

Guarantees related to risks other than the correct performance of construction and service contracts, which could give rise to future additional capital disbursements should the guaranteed events take place (some of which are also included in note 6.5.2.a) because they are bank guarantees).

The latter guarantees are explained in further detail in this section since, as mentioned in Note 5.2. on cash and the cash equivalent and borrowings, infrastructure project company borrowings are without recourse to the shareholders or with limited recourse to the guarantees provided and, therefore, it is relevant to distinguish the guarantees which, should the guaranteed event occur, could be enforced and lead to payments to the infrastructure project companies or the holders of their debt, other than the committed capital or investment mentioned in Note 6.5.3. They are referred to as contingent capital guarantees.

F-108

SECTION 6: OTHER DISCLOSURES

The detail, by beneficiary company, purpose and maximum amount, of outstanding guarantees of this nature at December 31, 2023 relating to fully consolidated infrastructure project companies, is as follows. It should be noted that these amounts relate to Ferrovial share:

BENEFICIARY COMPANY (PROJECT)	GUARANTEE PURPOSE	Dec. 2023
Conc. Prisiones Lledoners	Technical guarantee to repay amounts to the bank in the event of termination of the contract. Does not cover insolvency (default) or breach by the awarding entity	64
GUARANTEES FOR CONSTRUCTION PROJECTS		64
I-66	Guarantee covering project cost overruns.	15
GUARANTEES FOR TOLL ROAD PROJECTS		15
Centella	Bank guarantees to cover the achievement of various milestones and payment of any fines during the initial execution period. PCG to cover the liquidity gap up to EUR 20 million	35
GUARANTEES FOR ENERGY AND MOBILITY PROJECTS		35
Dalaman	Bank guarantee to cover the debt ratios	6
AIRPORT PROJECT GUARANTEES	​	6
TOTAL GUARANTEES FOR FULLY-CONSOLIDATED INFRASTRUCTURE PROJECTS		120

At December 31, 2023, the detail of the amounts of the guarantees in relation to the financing of the equity-accounted infrastructure projects whose the borrowings are not therefore included in the Group’s consolidated financial statements, is as follows:

BENEFICIARY COMPANY (PROJECT)	GUARANTEE PURPOSE	Dec. 2023
Serrano Park (Cintra)	Guarantee covering repayment of borrowings	3
Extensión ETR	Guarantee covering project cost overruns.	15
407 EXT PHASE II	Guarantee covering project cost overruns.	8
TOTAL GUARANTEES FOR EQUITY-ACCOUNTED INFRASTRUCTURE PROJECT COMPANIES		26

b.2) Other guarantees given to waste treatment plant companies (Note 3.2.)

The “Thalia” Group operates four waste treatment plants generating energy during the process in the UK. The plants are run under construction and operation concessions granted by the local authorities. Each of these plants (Cambridge, North York, Milton Keynes and Isle of Wight) are in operation with the energy recovery facility of Isle of Wight in the commissioning phase. The four concessions contracts represent the majority of our waste management operations and are expected to expire between 2026 and 2043.

The plants were being operated by Thalia, which was part of the Amey Group, so the contractual commitments were secured by Amey and by Cespa (the parent company of the waste treatment business in Spain that was sold to a third party in 2021. Thalia’s assets were excluded from the scope of the Amey sale. As the Amey sale was completed in December 2022, those assets had already been transferred within the Ferrovial Group. In parallel, the guarantees securing fulfillment of commitments relating to the assets have been transferred to other Group companies in 2024.

The guarantees given by various Group companies totaled GBP 358 million in 2023. The guarantee may be limited in certain specific scenarios, save involving fraud, willful misconduct or abandonment of the asset.

In recent years, the plants have had issues in both the construction phase and the commissioning and operation phase, particularly in the case of Milton Keynes and the Isle of Wight plants. As indicated in Note 6.3., at year-end 2023, the Group recognized a provision for future losses relating to these plants in the amount of GBP 40 million (GBP 61 million as of December 31, 2022). The provision does not include overhead costs of the business estimated at GBP 8 million per annum.

b.3) Guarantees given in divestment processes

The sale agreements entered into during the divestment of the former Services Division include various guarantees given to the buyers in connection with a number of potential lawsuits or litigation in progress on the transaction dates.

Guarantees that met the relevant requirements of accounting legislation (IAS 37) were provisioned at the year-end. These provisions amount to EUR 22 million.

The main guarantees are as follows:

Litigation relating to the penalty proceedings opened by the Spanish National Markets and Competition Commission (CNMC) in relation to the road maintenance sector:

F-109

SECTION 6: OTHER DISCLOSURES

In July 2019, the CNMC initiated penalty proceedings against Ferroser Infraestructuras, S.A. (currently Serveo Infraestructuras S.A.), as well as against other companies in the sector, due to alleged anti-trust practices during tendering for maintenance and operations services for the State Road Network, arranged by the Ministry of Public Works.

In August 2021, notice was received of a Resolution by the CNMC’s Board declaring a very serious infringement of Article 1 of the Spanish Competition Law (LDC) and Article 101 of the Treaty on the Functioning of the European Union (TFUE). The Board imposed a fine of EUR 5.7 million.

A contentious-administrative appeal was filed against the resolution at the National High Court. In December 2021, notification was received of the admission of the appeal. On February 22, 2022, notification was received of the decision to suspend the penalty resolution in relation to both the fine and the prohibition on contracting. The appealed was suspended on May 10, 2022.

Ferroser Infraestructuras, S.A. (now Serveo Infraestructuras, S.A.) is one of the companies sold as a result of the divestment of the infrastructure maintenance business in Spain completed on January 31, 2022 and is therefore no longer controlled by Ferrovial, S.A.

Ferrovial gave a guarantee of EUR 6 million to the buyer in relation to this lawsuit, though for a limited period. This amount has been provisioned.

Tax Proceedings

At December 31, 2022, guarantees had been granted to PREZERO in connection with various ongoing tax proceedings. The amount of the guarantees, which has been provisioned, amounts to EUR 5.9 million.

c) Security interests in assets

The security interests in assets, are described in the following notes:

•

Guarantees given for fixed assets (Note 3.4).

•

Security interests in deposits or restricted cash (Note 5.2).

d) Guarantees received from third parties

At December 31, 2023, Ferrovial had received guarantees from third parties totaling EUR 1,757 million (EUR 1,631 million at December 31 2022), mainly in the Ferrovial Construcción companies in the United States (EUR 1,326 million) the Budimex Group (EUR 161 million) and other construction companies (EUR 271 million), particularly noteworthy were the companies in the UK (EUR 114 million) and Australia (EUR 115 million).

These third party guarantees are technical guarantees that are offered by certain subcontractors or suppliers in the construction business in order to guarantee full compliance with their contractual obligations with regard to the work they are engaged to complete, and may not be sold or pledged.

6.5.3. Commitments

As described in Note 1.1, the infrastructure projects are performed under long-term contracts where the concession operator is a company in which the Group has interests, either alone or together with other partners, and the borrowings necessary for financing the project are allocated to the project itself, without recourse to the shareholders or with recourse limited to the guarantees provided, under the terms set forth in Note 5.2 From a management viewpoint, Ferrovial takes into account only the investment commitments relating to project capital, since the investment in the assets is financed by the project company’s borrowings.

a) Investment commitments

At December 31, 2023, the investment commitments undertaken by the Group in relation to capital contributions to infrastructure projects amounted to EUR 850 million (EUR 1,163 million in 2022). The decrease during the year 2023 is explained primarily by the investments made by Ferrovial to contribute capital to the new Terminal One at New York’s JFK Airport and US Toll Roads. The investment commitments to the new Terminal One at New York´s JFK Airport at 31 December 2023 amount to EUR 768 million (EUR 1,013 million in December 2022). This reduction related to the investment commitments has been partially offset by an increase in capital committed to the Energy and Mobility business due to new transmission projects in Chile

F-110

SECTION 6: OTHER DISCLOSURES

A breakdown of the Group’s commitments to invest in infrastructure project company capital is as follows:

(Million euro)	2024	2025	2026	2027	2028	2028 AND BEYOND	TOTAL
Toll Roads	12	-	-	-	-	-	12
Energy and Mobility	9	13	17	-	-	3	42
INVESTMENTS IN FULLY-CONSOLIDATED INFRASTRUCTURE PROJECT COMPANIES	21	13	17	-	-	3	54
Toll Roads	-	27	-	-	-	-	27
Airports	459	242	67	-	-	-	768
Construction	1	-	-	-	-	-	1
INVESTMENTS IN EQUITY-ACCOUNTED INFRASTRUCTURE PROJECT COMPANIES	460	269	67	-	-	-	796
TOTAL INVESTMENTS IN INFRASTRUCTURE PROJECT COMPANIES	481	282	84	-	-	3	850

On March 14, 2024, AGS reached an agreement with a pool of lenders to refinance its existing outstanding debt (GBP 757 million) under the debt facility, subject to the satisfaction of certain conditions. For further details on the refinancing of AGS’ debt facility, see note 6.11 Events after the reporting date.

In addition, commitments were made to invest up to EUR 53 million in companies in which Ferrovial holds non-controlling interests that are engaged in innovation projects related primarily to energy and mobility.

b) Environmental commitments

Any operation undertaken mainly to prevent, reduce or repair damage to the environment is treated as an environmental activity.

Costs incurred to protect and improve the environment are taken to profit or loss in the year in which they are incurred, irrespective of when the resulting monetary or financial flow takes place.

Provisions for probable or certain environmental liability, litigation in progress and indemnities or other outstanding obligations of undetermined amount not covered by insurance policies are recorded when the liability or obligation giving rise to the indemnity or payment arises.

6.6 SHARE-BASED REMUNERATION SCHEMES

Performance-based share plan.

Executive Directors participate in a long-term variable remuneration scheme based on performance share plans, in which other executives and key professionals of the Group also participate (the “LTVR”). These plans are usually structured in overlapping multiyear cycles (currently three years), granting “units” each year (which may be converted into shares at the end of the vesting period (currently three years) if the metrics to which the LTVR is subject are fulfilled). The LTVR can be summarized as follows:

The 2020-2022 plan

•

The 2020-2022 plan was approved for the Executive Directors and certain other managers of the Group by the Ferrovial, S.A. Board on December 19, 2019, and consequently approved for the Executive Directors at the General Meeting of Ferrovial, S.A. on April 17, 2020.

•

The 2020-2022 Long-Term Remuneration Plan (the “LTRP”) provides for the allocation of “units,” potentially convertible into shares, in 2020, 2021 and 2022. These shares, as the case may be, are to be delivered in the year in which the third anniversary of the allocation of the corresponding units is reached (i.e. 2023 for the 2020 grant, 2024 for the 2021 grant, and 2025 for the 2022 grant).

•

The “units” granted under the 2020-2022 LTRP may be converted into shares if (i) the beneficiaries remain in the Company for a period of three years from the date of grant of the units, except in exceptional circumstances such as retirement, disability or death, and (ii) certain objectives linked to internal or external metrics reflecting economic-financial aspects and value creation for the company are met, as approved by the Board of Directors of Ferrovial, S.A. and the General Meeting of Ferrovial, S.A.

The 2023-2025 plan

•

The 2023-2025 LTRP was approved for the Executive Directors and certain other managers of the Group by the Ferrovial Board on December 15, 2022. The 2023-2025 LTRP was also consequently approved for the Executive Directors at the General Meeting of Ferrovial, S.A. on April 13, 2023, as required under Spanish corporate law.

F-111

SECTION 6: OTHER DISCLOSURES

•

The 2023 LTRP provides for the grant of “units”, potentially convertible into shares, in 2023, 2024 and 2025. These shares, as the case may be, will be delivered in the year in which the third anniversary of the grant of the corresponding units is reached (i.e., 2026 for the 2023 grant, 2027 for the 2024 grant and 2028 for the 2025 grant).

•

The “units” granted under the 2023-2025 LTRP may be converted into shares if (i) the beneficiaries remain in the Company for a period of three years from the date of grant of the units, expect in circumstances such as retirement, disability or death, and (ii) certain objectives linked to internal or external metrics reflecting economic-financial aspects, value creation for the company and ESG targets are met, as approved by the Board of Directors of Ferrovial, S.A. and the General Meeting of Ferrovial, S.A.

Both the 2020-2022 plan and the 2023-2025 plan as they apply to the Executive Directors were subsequently submitted to approval at the General Shareholders’ Meeting of Ferrovial International SE for approval as this relates to the plans’ post-Merger implementation on June 13, 2023.

There were 1,953,016 shares outstanding on December 31, 2023 relating to these plans, as commented in Note 5.1.1.

Changes to the share-based remuneration schemes in 2023, 2022 and 2021 are summarized below:

​	2023	2022	2021
Number of shares at beginning of year	1,782,127	2,054,531	2,468,724
Plans granted	653,611	702,675	909,578
Plans settled	(277,493)	(356,958)	(292,413)
Shares surrendered and other	(192,425)	(526,552)	(954,346)
Shares exercised	(12,804)	(91,569)	(77,012)
Number of shares at year-end	1,953,016	1,782,127	2,054,531

These share award plans are addressed in Note 6.7 on remuneration of executive directors and senior managers.

The impact of these remuneration schemes on the Group’s income statement in 2023 was an expense of EUR 11 million (expense of EUR 8 million in 2022 and income of EUR 9 million in 2021) with a balancing entry in equity. The change of the effect between 2022 and 2021 is due to the fact that a smaller amount was reversed from the provision during the year to bring the cost into line with plan fulfillment (higher degree of fulfillment).

Measurement of performance-based share plans

This plan was accounted for as a future and therefore the value of the foreseeable dividends up to the delivery date is discounted to the value of the shares at the grant date using a rate of return equal to the average cost of borrowings over the share award period. It is equity settled and thus measured when granted. The initially calculated value is not re-estimated. The related amounts are recognized under “Staff costs” with a balancing entry in reserves.

6.7. REMUNERATION OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

6.7.1. Directors’ remuneration in their capacity as such (i.e. for their membership of the Board)

Under the Company’s current remuneration scheme, regulated by Article 8.5 of its Articles of Association, the Annual General Meeting determines the maximum annual remuneration for all the members of the Board of Directors.

The Directors’ Remuneration Policy adopted by the Company’s General Meeting on June 13, 2023 (as also approved by the General Meeting of Ferrovial, S.A. held on April 13, 2023), which came into effect upon completion of the merger between Ferrovial, S.A. and Ferrovial International SE (renamed Ferrovial SE), fixed the overall maximum annual amount of Directors’ remuneration at EUR 1,900,000 for the duration of the Policy.

Directors’ remuneration comprises: (i) a fixed allocation, a part of which is paid on a quarterly basis and the remainder (complementary fixed allocation) in a single payment at the end of the financial year; and (ii) attendance fees for actual attendance at Board and Committee meetings. Remuneration is linked to the functions and responsibilities assigned to each Director, membership of Board committees and other objective circumstances that the Board of Directors deems relevant, thereby ensuring their long-term independence and commitment.

The table below shows the itemized remuneration of the members of the Board of Directors in their capacity as such accrued during 2023 and 2022.

Should more meetings be held than initially envisaged or, for any other reason, the total and joint maximum annual amount is exceeded, the difference is firstly deducted from the amount of the complementary fixed allocation proportionally for each Director proportionally to his/her condition. In accordance with the resolutions adopted by the

F-112

SECTION 6: OTHER DISCLOSURES

Board of Directors, if the amount of the attendance fees plus the amount of fixed components does not reach the said maximum annual figure, the difference will be distributed among the Directors on a pro rata basis according their period of office during the year, if the Board so determines. This distribution was carried out in 2022 and 2023, adding the amount to the complementary fixed allocation.

The difference between the amounts of attendance fees and complementary fixed allocation in 2023 and 2022 is explained by the fact that: (i) there were more meetings in 2023 than in 2022; y (ii) the amount distributed to the Directors as described in the last two sentences of the previous paragraph was higher in 2022.

This table does not include remuneration received by the Executive Directors for discharging executive duties at the Company, as described in Note 6.7.2.

​	2023
(Thousand euro) DIRECTOR	FIXED ALLOWANCE	PER DIEMS	ADDITIONAL FIXED REMUNERATION (a)	TOTAL
Rafael del Pino Calvo-Sotelo	35	119	99	253
Oscar Fanjul Martín	35	86	87	208
Ignacio Madridejos Fernández	35	60	53	148
María del Pino y Calvo-Sotelo	35	57	53	145
José Fernando Sánchez-Junco Mans	35	66	53	154
Philip Bowman	35	55	53	143
Hanne Birgitte Breinbjerg Sorensen	35	47	53	135
Bruno Di Leo	35	55	53	143
Juan Hoyos Martínez de Irujo	35	60	53	148
Gonzalo Urquijo Fernández de Araoz	35	62	53	150
Hildegard Wortmann	35	42	53	130
Alicia Reyes Revuelta	35	55	53	143
TOTAL	420	764	716	1,900

(a)

Includes the amount of the difference up to the maximum annual amount of the 2022 compensation distributed pro rata among the Directors.

(*)

The amounts shown are rounded.

​	​	​	​	2022
(Thousand euro) DIRECTOR	FIXED ALLOWANCE	PER DIEMS	ADDITIONAL FIXED REMUNERATION (a)	TOTAL
Rafael del Pino Calvo-Sotelo	35	103	107	245
Oscar Fanjul Martín	35	73	96	204
Ignacio Madridejos Fernández	35	51	61	148
María del Pino y Calvo-Sotelo	35	51	61	148
José Fernando Sánchez-Junco Mans	35	58	61	154
Philip Bowman	35	47	61	143
Hanne Birgitte Breinbjerg Sorensen	35	41	61	137
Bruno Di Leo	35	49	61	146
Juan Hoyos Martínez de Irujo	35	51	61	148
Gonzalo Urquijo Fernández de Araoz	35	54	61	150
Hildegard Wortmann	35	36	61	132
Alicia Reyes Revuelta	35	47	61	143
TOTAL	420	662	818	1,900

(a)

Includes the amount of the difference up to the maximum annual amount of the 2022 compensation distributed pro rata among the Directors.

(*)

The amounts shown are rounded.

6.7.2. Individual executive directors’ remuneration

a) Remuneration accrued in 2023, 2022 and 2021

In 2023, the following remuneration accrued to the executive directors for the performance of their functions, irrespective of the remuneration referred to in the preceding section.

​	​	​	2023
(Thousand euro) EXECUTIVE DIRECTORS’ REMUNERATION *	RAFAEL DEL PINO (2)	IGNACIO MADRIDEJOS (2)	TOTAL
Fixed remuneration	1,500	1,313	2,813

F-113

SECTION 6: OTHER DISCLOSURES

​	​	​	2023
(Thousand euro) EXECUTIVE DIRECTORS’ REMUNERATION *	RAFAEL DEL PINO (2)	IGNACIO MADRIDEJOS (2)	TOTAL
Variable remuneration	2,809	1,926	4,735
Life insurance premiums	10	5	15
Other remuneration in kind	3	13	16
Plans linked to shares (1)	795	795	1,590
Total 2023	5,117	4,052	9,169

*

Remuneration as executive directors

(1)

In March 2023, a number of shares equivalent to the level of completion of the units allocated in 2020 were delivered, after the relevant withholdings had been made. The Spanish Regulator, the CNMV, was notified of the shares received by Rafael del Pino and by Ignacio Madridejos on 13/3/2023 and 9/3/2023, respectively (at that time, Ferrovial shares were only traded on the Spanish Stock Exchanges)

(2)

EUR 1,150 thousand until June 15, 2023 and EUR 1,450 thousand from June 16, 2023 onwards.

The 2022 information is shown in the following table:

​	​	​	2022
(Thousand euro) EXECUTIVE DIRECTORS’ REMUNERATION *	RAFAEL DEL PINO	IGNACIO MADRIDEJOS (2)	TOTAL
Fixed remuneration	1,500	1,150	2,650
Variable remuneration	2,609	1,538	4,147
Life insurance premiums	10	5	15
Share plans (1)	883	183	1,066
Total 2022	5,002	2,876	7,878

*

Remuneration as executive directors

(1)

In March 2022, a number of shares equivalent to the level of completion of the units allocated in 2019 were delivered, after the relevant withholdings had been made. The CNMV was notified of the shares received by Rafael del Pino and by Ignacio Madridejos on 21/3/2022 and 17/3/2022, respectively.

(2)

In 2022, the amount of EUR 8 thousand was allocated to Ignacio Madridejos as remuneration in kind relating to a company car.

The 2021 information is shown in the following table:

​	​	​	2021
(Thousand euro) EXECUTIVE DIRECTORS’ REMUNERATION *	RAFAEL DEL PINO	IGNACIO MADRIDEJOS (2)	TOTAL
Fixed remuneration	1,500	1,100	2,600
Variable remuneration	2,275	1,283	3,558
Life insurance premiums	9	4	13
Share plans (1)	490	0	490
Total 2021	4,274	2,387	6,661

*

Remuneration as executive directors

(1)

In March 2021, a number of shares equivalent to the level of completion of the units allocated in 2018 were delivered, after the relevant withholdings had been made. The CNMV was notified on 22/3/2021.

(2)

In 2021, the amount of EUR 8 thousand was allocated to Ignacio Madridejos as remuneration in kind relating to a company car

b) Share-based remuneration schemes

There follows a breakdown of the share-based remuneration schemes linked to objectives, entitlement to which has not yet vested:

EXECUTIVE DIRECTORS’ PLAN AT 31.12.2023	UNITS	NO. OF VOTING RIGHTS		% NO. OF VOTING RIGHTS
Rafael del Pino y Calvo-Sotelo	2021 allocation	67,500	67,500	0.009%
​	2022 allocation	56,400	56,400	0.008%
​	2023 allocation	50,680	50,680	0.007%
Ignacio Madridejos Fernández	2021 allocation	67,500	67,500	0.009%
​	2022 allocation	56,400	56,400	0.008%
​	2023 allocation	69,925	69,925	0.009%

6.7.3. Pension funds and plans of life insurance premiums

As in 2022, no contributions were made in 2023 to pension plans or funds for former or current members of the Company’s Board of Directors or for directors of the Company who are members of other Boards of Directors and/or senior managers of Group companies and associates. No such commitments were made during the year.

F-114

SECTION 6: OTHER DISCLOSURES

As regards life insurance premiums, the Company has insurance policies covering death (for which premiums totaling EUR 15 thousand were paid in 2023; EUR 15 thousand in 2022), under which the executive directors are beneficiaries. No life insurance premiums were paid for Company directors who are members of other Boards of Directors and/or senior managers of Group companies or associates.

Lastly, the Company has arranged a third-party liability insurance policy covering the directors and managers of the Group companies parented by the Company. The insured parties include the Company’s directors. The premium paid in 2023 under the aforementioned insurance policy amounted to EUR 1,073 thousand (EUR 1,097 thousand in 2022).

6.7.4. Advances and loans

At 31 December 2023, no advances or loans had been granted by the Company to the directors in their capacity as such or as members of other Boards of Directors or senior managers of Group companies or associates.

6.7.5. Senior management remuneration

The overall remuneration accrued to the Company’s senior managers in 2023 is analyzed below (*):

(Thousand euro) (*) SENIOR MANAGEMENT REMUNERATION	2023	2022
Fixed remuneration	5,094	4,755
Variable remuneration	5,534	4,822
Performance-based share plan	1,934	1,629
Remuneration as members of administrative bodies of other Group companies, jointly-controlled entities or associates	33	32
Insurance premiums	19	19
Other (1)	486	0
Other (2)	533	0
Total	13,633	11,257

(1)

Separation of members of the Non-Management Committee in 2023 (amount subject to personal income tax).

(2)

Expatriates´ payments

(*)

The average remuneration of senior management is not broken down by gender in order to preserve the confidentiality of remuneration, as there are two women in this group.

The remuneration shown corresponds to the holders of the following positions: General Secretary, Chief Financial Officer, Chief Human Resources Officer, Chief Construction Officer, Chief Airports Officer, Chief Toll Roads Officer, Chief Energy and Mobility Infrastructure Officer, Chief Information and Innovation Systems Officer, Chief Internal Audit Officer, Chief Communications and Corporate Responsibility Officer, Chief Strategy Officer, Chief Compliance and Risk Officer and Chief Sustainability Officer. The remuneration of the members of senior management who have been Executive Directors at the same time is not included, since it is indicated in the Note 6.6.2.

The Company has also implemented a “Flexible Remuneration Scheme”, which allows employees to voluntarily change their remuneration package based on personal needs, replacing a portion with certain benefits in kind. These products include a life and retirement savings group insurance scheme. Participants may request that a portion of their gross annual remuneration be paid by the Company in the form of a premium under a life and retirement savings group insurance policy. The senior managers requested contributions totaling EUR 71 thousand from the Company, replacing the remuneration shown in the table above (EUR 39 thousand in 2022).

6.7.6. Other disclosures on remuneration

The agreements between the Company and the senior managers specifically provide for the right to receive the indemnities referred to in Article 56 of the Spanish Labour Statute in the event of unfair dismissal.

In order to encourage loyalty and continuity, a deferred remuneration scheme was granted to ten senior managers, including one executive director. The scheme consists of extraordinary remuneration that will only be paid in one of the following circumstances:

•

Exit of the senior manager by mutual agreement upon reaching a certain age.

•

Unfair dismissal or exit at the Company’s discretion without cause for dismissal, before the senior manager reaches the age initially agreed, if the amount exceeds the figure stipulated in the Labour Statute.

•

Death or disability of the senior manager.

F-115

SECTION 6: OTHER DISCLOSURES

To cover this incentive, each year the Company makes contributions to a group savings insurance policy under which the Company is both policyholder and beneficiary. The contributions are quantified on the basis of a certain percentage of each senior manager’s total monetary remuneration. Contributions made in 2023 amounted to EUR 2,076 thousand (EUR 1,921 thousand in 2022), of which EUR 527 thousand relates to the executive director (EUR 461 thousand in 2022).

6.8 RELATED-PARTY TRANSACTIONS

Related party transactions are reported following the standards set forth by International Accounting Standard 24 (“IAS 24”). The commercial transactions between the Company (or the Group companies) and related parties carried out in 2023, 2022 and 2021 are disclosed below, in four separate categories: a) transactions between Ferrovial and its directors or senior managers; b) transactions between Group companies and the Company’s directors or senior managers; c) transactions with Group companies and equity-accounted companies; and d) transactions between Group companies.

Transactions carried out by Ferrovial (or its Group companies) with related parties are entered into in the ordinary course of business and on normal market terms.

Where the profit or loss from a transaction cannot be disclosed, as it pertains to the provider entity or individual, the transaction is marked with an asterisk (*).

a) Transactions between Ferrovial and its directors or senior managers

This section includes the transactions between Ferrovial and its directors and senior managers, their close family members, or entities in which one or the other holds control or joint control. For 2022 and 2021, in accordance with regulations applicable at that time to Ferrovial S.A. (the former parent company of the Ferrovial Group), this section also includes: (i) transactions with entities in which the executive directors of Ferrovial are directors or senior managers or the non-executive directors of Ferrovial are executive directors or senior managers, or (ii) entities over which Ferrovial’s directors could exercise significant influence. For entities mentioned in (i) and (ii) ordinary transactions, made on standard customer terms and immaterial, are not included.

If the related party were a related party for a part of the year, transactions during that period are disclosed.

There were no transactions of this type for the years ended December 31, 2023, 2022 and 2021.

b) Transactions between subsidiaries of Ferrovial and their directors or senior managers

This section includes the transactions between Group companies and Ferrovial’s directors or senior managers, or their close family members or entities in which one or the other holds control or joint control. For 2022 and 2021, in accordance with regulations applicable at that time to Ferrovial, S.A.(the former parent company of the Ferrovial Group), this section also includes: (i) transactions with entities in which the executive directors of Ferrovial are directors or senior managers, or the non-executive directors of Ferrovial are executive directors or senior managers, or (ii) over which Ferrovial directors could exercise significant influence. For entities mentioned in (i) and (ii) ordinary transactions made on standard customer terms and immaterial are not included.

If the party related to the Company was a related party for a part of the year, the transactions carried out in that period are disclosed.

For the years ended 31 December 2023, 2022 and 2021, the following transactions were carried out with related parties. Only material transactions are disclosed in 2023.

At December 31, 2023:

(Thousand euro) NAME / COMPANY NAME	TRANSACTIONS (1)	AMOUNT	PROFIT OR LOSS	BALANCE
Juan del Pino Fdez-Fontecha	Services rendered	25	(12)	27
Ignacio del Pino Fdez-Fontecha	Services rendered	25	(12)	27
Rafael del Pino Fdez-Fontecha	Services rendered	25	(12)	27

In 2023, a company controlled by Mr. Rafael del Pino, the Chairman of the Company, hired Ferrovial Construcción, S.A., a wholly-owned subsidiary of the Company, as project manager in charge of the control and supervision of the construction and refurbishment works of certain buildings. These project management services commenced in 2023 and will continue until the works are completed. The underlying works are being executed by third parties. The price of the project management contract is calculated with basis on the actual costs incurred by Ferrovial Construcción, S.A. in providing these services to which a multiplier of 1.4 is applied. The resulting price is similar to the price of these services

F-116

SECTION 6: OTHER DISCLOSURES

when provided by Ferrovial Construcción, S.A. to other clients that are not related parties (market price). The estimated fees for the services provided under this agreement are approximately EUR 590,000.

Additionally, in October 2023, Mr. Rafael, Mr. Ignacio and Mr. Juan del Pino Fernández-Fontecha, all of whom are sons of Mr. Rafael del Pino, the Chairman of the Company, entered into a construction contract with Ferrovial Construcción, S.A. in relation to the completion of the construction of a building. The contract is an “open book project” pursuant to which the final contract price will be calculated as the sum of the actual direct and indirect costs of the works, plus a fee of 8.9% (market price).We expect the works will be completed in the third quarter of 2024. The estimated contract price under this agreement is EUR 1,846,057. Ignacio del Pino is an employee of the Company serving as the Corporate Finance Director of Ferrovial SE and his compensation in 2023 exceeded $120,000, which is consistent with the compensation paid to similarly-situated employees of the Company.

Both agreements have been entered into as part of the ordinary course of business of Ferrovial Construcción, S.A.

At December 31, 2022:

(Thousand euro) NAME / COMPANY NAME	TRANSACTIONS (2)	AMOUNT	PROFIT OR LOSS	BALANCE
D. Rafael del Pino y Calvo-Sotelo	Services rendered	2	-	-
Dª. María del Pino y Calvo-Sotelo	Services rendered	5	1	-
Criu, S.L.	Services rendered	1	-	-
Polan, S.A.	Services received	(12)	-	-
Polan, S.A.	Services rendered	17	1	-

At December 31, 2021:

(Thousand euro) NAME / COMPANY NAME	TRANSACTIONS (2)	AMOUNT	PROFIT OR LOSS	BALANCE
Rafael del Pino y Calvo-Sotelo	Services rendered	7	-	1
María del Pino y Calvo-Sotelo	Services rendered	6	1	-
Criu, S.L.	Services rendered	17	1	2
Polan, S.A.	Services rendered	159	1	59

c) Transactions with equity-accounted companies

This section includes the transactions carried out between Group companies and equity-accounted companies entered into in the ordinary course of business and on normal market terms

(Million euro)	2023	2022	2021
Services received	(3)	(2)	-
Services provided	111	89	632
Net financial expenses/Income	28	22	14
Payables to related parties	23	28	21
Receivables from related parties	294	252	203

d) Transactions between Group companies

This section includes the transactions carried out between the Group companies in the ordinary course of business, in terms of purpose and conditions, and were not eliminated on consolidation for the following reason.

As explained in detail in Note 1.3.2., balances and transactions relating to construction work performed by the Construction Division for the Group’s infrastructure concession operators are not eliminated on consolidation since, at the consolidated level, contracts of this type are classed as construction contracts in which the work, while being executed, is deemed to be performed for third parties, as the ultimate owner of the works is the awarding entity from both a financial and a legal viewpoint.

In 2023, 2022 and 2021, Ferrovial’s Construction Division billed those concession operators for EUR 375,680 thousand in 2023 (EUR 865,487 thousand in 2022 and EUR 955,920 thousand in 2021 for work performed and related advance payments and, in this respect, recognized sales for that construction work totaling EUR 489,259 thousand in 2023, EUR 1,030,639 thousand in 2022 and EUR 1,016,628 thousand in 2021.

In 2023, the profit from these transactions attributable to the Company’s holdings in the concession operators in question and not eliminated on consolidation, net of taxes and non-controlling interests, was EUR -34,942 thousand. In 2022, this amounted to EUR -60,507 thousand and in 2021 to EUR 5,748 thousand.

F-117

SECTION 6: OTHER DISCLOSURES

6.9 AUDIT FEES

The following table summarizes the fees for professional services provided by Ernst & Young for the fiscal years 2023 and 2022.

Million euros	2023	2022
Fees for audit services	13.53	4.79
Fees for audit related services	0.67	0.42
Tax fees	-	0.01
Other non-audit services	-	0.57

“Fees for audit services” relate to the following audit services:

•

Statutory consolidated financial statements;

•

Statutory subsidiaries’ financial statements,

•

Consolidated financial statements under PCAOB standards filed with the SEC;

•

Review of the half year interim consolidated financial statements performed in June.

Additionally, during 2023 the principal accountant also provided non-recurrent services, which amount to EUR 4,990 thousand, related to the registration process of the Company within the SEC. Specifically, the principal auditor provided audit services under PCAOB standards in relation to the financial statements of the years 2020, 2021 and 2022 included within the registration statement with the SEC.

“Fees for audit related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Group’s financial statements. This category includes fees related to the preparation of comfort letters for debt issued and verification of the no financial information among others.

“Tax fees” relate to fees incurred for tax compliance, tax advice and tax planning.

“Other non-audit services” consists mainly of due diligence services rendered in 2022. During 2023 there have been no services rendered for this item.

The figures for 2022 exclude, for comparative purposes, the fees of those companies that, as a result of the divestment processes, have already left Ferrovial’s perimeter.

Approval from the Audit and Control Committee is required for non-audit services provided by the external auditor. All services described above have been approved by the Audit and Control Committee.

6.10 RESTRICTED NET ASSETS

Certain of our consolidated entities are restricted from remitting certain funds to us in the form of cash dividends or loans by a variety of regulations and contractual or statutory requirements. These restrictions are related to standard requirements to maintain restricted cash and debt service coverage ratios in our infrastructure project companies. Additionally, for certain entities, dividend payments may be restricted during construction phases. As of December 31, 2023, the net assets of these subsidiaries reached EUR 2,465 million.

The Group performed a test on the restricted net assets of consolidated subsidiaries in accordance with Securities Exchange Commission (“SEC”) Regulation S-X Rule 4-08 (e) (3) ‘General Notes to Financial Statements’ and Rule 5-04 (c) ‘what schedules are to be filed’, and concluded that restricted net assets exceed 25% of Ferrovial’s consolidated net assets at December 31, 2023. Therefore, the separate condensed financial statements of Ferrovial, S.A. (the parent company’s accounting predecessor as of and for the years ended December 31, 2023, 2022 and 2021), as per SEC Regulation S-X Rule 12-04 ‘Condensed financial information of registrant’, are presented.

F-118

SECTION 6: OTHER DISCLOSURES

6.11 EVENTS AFTER THE REPORTING DATE

Impact of the Spanish Royal Decree-Law 3/2016 ruling

On January 18, 2024, the Spanish Constitutional Court announced its ruling related to Royal Decree-Law 3/2016 (RDL 3/2016), on tax measures aimed at the consolidation of public finances, which amended corporate income taxation by limiting the offsetting of net operating losses (25% current limit versus 70% previous to RDL 3/2016), establishing limits on the application of double taxation deductions and forcing the inclusion in the tax base of impairment losses on portfolio investments deducted in previous years.

The Spanish Constitutional Court ruling, officially published on February 20, 2024, resolves that the use of the Royal Decree-Law is not suitable for amending the essential elements of Corporate Income Tax (CIT), and this practice infringes constitutional requirements. Based on the aforementioned grounds, the Spanish Constitutional Court overturned the RDL 3/2016, which is considered null and void. The Company filed several lawsuits with respect to its CIT assessment for tax years 2016 through 2023 based on the same argument.

As a result of the Spanish Constitutional Court ruling, the Company believes it is likely it will obtain a favorable ruling, with the expected amount to be recovered by the Group in relation to years 2016 to 2023 amounting to EUR 37 million. The Company has not recorded any impact in its 2023 consolidated financial statements as the RDL 3/2016 was not overturned at December 31, 2023 and, according to IAS 37.35, contingent assets are only accounted for if its recoverability has become virtually certain in the year. The total expected effect would impact the Company´s 2024 consolidated financial statements.

The Company estimates an additional EUR 49 million positive impact of this ruling on its tax-loss recoverability analysis for years beyond 2023, which would also impact the Company´s 2024 consolidated financial statements. Any change in legislation may have an impact in this estimate.

Treasury share buy-back program

In connection with the buy-back program for Ferrovial SE own shares explained in Note 5.1, over the course of 2024, 9,025,794 treasury shares were acquired at an average price of EUR 35.08 per share totaling EUR 317 million.

IRB Infrastructure Trust acquisition

On March 14, 2024, Ferrovial through our subsidiary Cintra, entered into an agreement to acquire a 24.0% stake in IRB Infrastructure Trust, an investment vehicle sponsored by the equity-accounted company IRB. IRB Infrastructure Trust holds a portfolio of 14 toll road concessions in India and has a committed pipeline of one additional concession. The sale price for the stake is EUR 740 million (considering an exchange rate of 89.0 EUR/INR). Ferrovial is acquiring this stake from affiliates of the Government of Singapore Investment Corporation Private Limited (GIC), which currently own a 49% stake of IRB Infrastructure Trust. After the transaction is closed, GIC’s affiliates will retain a 25% stake in IRB Infrastructure Trust and IRB Infrastructure Developers, another affiliate of IRB will maintain its current 51% stake in IRB Infrastructure Trust.

The closing of the transaction is subject to certain regulatory approvals and other conditions precedent and is expected to occur by the end of April 2024. The total sale price of EUR 740 million, includes EUR 35 million mainly relating to funding of outstanding equity commitments in the projects being developed by IRB Infrastructure Trust.

AGS refinancing agreement

On March 2024, AGS Airports Limited (“AGS”) reached an agreement with a pool of lenders to refinance its existing debt facility, which had a maturity of June 18, 2024 and principal outstanding amounting to GBP 757 million. The agreement closed on March 21.

The new debt facility comprises a GBP 646.4 million term loan, a GBP 50 million capital expenditure facility, and a GBP 15 million revolving credit facility. The facility has a 5-year tenor, with interest being calculated by reference to SONIA plus an additional margin. The agreement contemplates the facility being subject to lock-up and default covenants, as well as cash sweeps which would apply, during the initial four years, to the extent that AGS does not achieve certain leverage ratios, as well as during the fifth year, irrespective of the leverage ratio in such year. The company expects the impact of SONIA’s volatility in the interest rate of the facility to be covered through the contracting of interest rate swap instruments. Distributions to AGS’ shareholders are permitted subject to compliance with certain leverage and lock-up ratios.

The former outstanding debt under the debt facility has been repaid using a combination of the proceeds of the new term loan under the refinancing agreement, a GBP 80 million equity injection (of which GBP 40 million corresponds to Ferrovial contribution and has already been contributed as of the date of this registration statement), and AGS’ cash.

F-119

SECTION 6: OTHER DISCLOSURES

Ferrovial's contribution, of GBP 40 million, was funded by means of a shareholder loan, in addition to GBP 120.6 million (including interest) and GBP 19.7 million (including interest) in existing Ferrovial shareholder loans as of December 2023, which will be extended until February 2030 at an amended interest rate.

Termination of the vendor loan associated with Amey divestment

On 5 April 2024, the vendor loan granted in relation to the Amey divestment (see Note 3.6) was terminated. Ferrovial has received GBP 149.0 million of loan principal, in accordance with the agreement reached with Buckthorn in December 2023 plus GBP 1.9 million interest accrued in 2024.

Anillo Vial Periférico Project

On April, 4th 2024, the Private Investment Promotion Agency of Peru (Proinversión), a specialized technical agency attached to the Peruvian Ministry of Economy and Finance, awarded the Anillo Vial Periférico Project in Lima (Perú) to a consortium led by our toll roads subsidiary Cintra, which owns 35% of the consortium, together with Acciona and Sacyr, which own 32.5% each. The Anillo Vial Periférico Project is a 30-year concession contract that covers the financing, design, construction, operation and maintenance of an approximately 35 kilometers ring road in the metropolitan area of Lima. The project entails an expected investment of approximately USD 3.4 billion (approximately EUR 3.13 billion). This amount consists of the expected equity to be contributed by the consortium currently estimated at approximately USD 0.4-0.6 billion (of which USD 0.14-0.21 billion is expected to be invested by Cintra) as well as contributions from public funds by the Peruvian government and other financing sources.

6.12 FERROVIAL SE (PARENT COMPANY)

The separate financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The 2023 Financial Statements correspond to Ferrovial SE, as parent company of the group as at 31 December, 2023, and the comparative periods (2022 and 2021) correspond to Ferrovial, S.A., parent company of the Group in those years.

While in 2022 and 2021, Ferrovial, S.A. recognized its investments in subsidiaries at their acquisition cost, in 2023 in line with IAS 27, the Company elected to value its investments in subsidiaries using the equity value method as reflected in the audited financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. As reflected in these separate financial statements, the Company elected to modify Ferrovial, S.A.’s comparable information for the years ended December 31, 2022 and 2021 for better comparability in order to make them consistent with the information reported by Ferrovial SE in the financial statements for the year ended December 31, 2023. This treatment is consistent with the treatment of a change in accounting policy, which IAS 8 requires to be retrospectively applied.

F-120

SECTION 6: OTHER DISCLOSURES

The Parent Company’s condensed statements of financial position and related income statements, statements of comprehensive income, statements of changes in equity, and cash flow statements are as follows:

FERROVIAL SE AS OF DECEMBER 31, 2023 AND FERROVIAL, S.A. AS OF DECEMBER 31, 2022 STATEMENTS OF FINANCIAL POSITION

Assets (Million euro)	2023	2022
Non-current assets	9,642	10,593
Right of use	4	3
Long-term investments in Group companies and associates	9,525	10,568
Equity instruments	9,525	10,568
Other non-current financial assets	20	3
Deferred tax assets	73	7
Long-term financial derivatives at fair value	20	12
Current assets	736	316
Financial assets available for sale	—	—
Receivables	154	85
Group companies and associates	83	34
Current tax assets	19	8
Public administrations	49	43
Other receivables	3	—
Short-term investments in Group companies and associates	473	218
Short-term prepayments	2	2
Cash and cash equivalents	107	11
TOTAL ASSETS	10,378	10,909
Liabilities and equity (Million euro)	2023	2022
Equity	4,102	4,576
Share capital	7	145
Share and merger premium	4,316	—
Treasury shares	(78)	(26)
Measurement adjustments	(9)	1
Retained earnings and other reserves	(134)	4,456
Non-current liabilities	5,333	3,539
Long-term provisions	89	94
Long-term lease liabilities	4	2
Debentures and borrowings	791	802
Long-term financial derivatives at fair value	13	5
Long-term payables to Group companies	4,425	2,633
Deferred taxes	—	3
Other non-current liabilities	11	—
Current liabilities	943	2,794
Short-term lease liabilities	—	1
Debentures and borrowings	504	699
Debentures and bonds	504	696
Bank borrowings	—	3
Short-term Financial derivatives at fair value	—	—
Short-term payables to Group companies	374	2,077
Trade and other payables	64	16
Trade payables	11	1
Other short-term payables	10	15
Trade payables, Group companies and associates	18	—
Payable relating to income tax	25	—
Short-term provisions	1	1
TOTAL LIABILITIES	10,378	10,909

F-121

SECTION 6: OTHER DISCLOSURES

FERROVIAL SE FOR THE YEAR ENDED DECEMBER 31, 2023 AND FERROVIAL, S.A. FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 INCOME STATEMENTS

(Million euro)	2023	2022	2021
Revenue	28	38	35
Services rendered	28	38	35
Staff costs	(19)	(29)	(21)
Wages, salaries and similar remuneration	(19)	(28)	(20)
Staff welfare expenses	—	(1)	(1)
Fixed asset depreciation	—	(1)	—
Other operating expenses	(61)	(18)	(16)
Change in provisions on financial fixed assets	(8)	(8)	(9)
Operating profit/(loss)	(60)	(18)	(11)
Financial income	7	7	5
From marketable securities and other financial instruments	7	7	5
Dividends received from subsidiaries	—	—	—
Financial expenses	(187)	(66)	(54)
On payables to Group companies and associates	(123)	(45)	(45)
On payables to third parties	(64)	(21)	(9)
Change in fair value of financial instruments	30	60	21
Foreign exchange differences	(3)	(5)	2
Impairment and profit/(loss) on disposals of financial instruments	18	1	—
Impairment and losses	—	4	—
Profit/(loss) on disposals	18	(3)	—
NET FINANCIAL INCOME/(EXPENSE)	(135)	(3)	(26)
PROFIT/(LOSS) BEFORE TAX	(195)	(21)	(37)
Share in results of participating interests	482	309	1,275
Corporate income tax	21	30	5
PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS	308	318	1,243

FERROVIAL SE FOR THE YEAR ENDED DECEMBER 31, 2023 AND FERROVIAL, S.A. FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021, STATEMENTS OF COMPREHENSIVE INCOME

(Million euro)	2023	2022	2021
a) Net profit/(loss)	308	318	1,243
b) Income and expense recognized directly in equity	(1)	37	7
Impact on hedge reserves	(1)	58	13
Tax effect	—	(15)	(3)
Impact on financial assets at fair value	—	(8)	(4)
Tax effect	—	2	1
c) Transfers to income statement	(9)	(46)	—
Impact on hedge reserves	(12)	(62)	—
Tax effect	3	16	—
a)+ b)+ c) TOTAL COMPREHENSIVE INCOME	298	309	1,250

F-122

SECTION 6: OTHER DISCLOSURES

FERROVIAL SE FOR THE YEAR ENDED DECEMBER 31, 2023 AND FERROVIAL, S.A. FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 STATEMENTS OF CHANGES IN EQUITY

(Million euro)	Share capital	Share/Merger premium	Treasury shares	Measurement adjustments	Retained earnings and other reserves	TOTAL
Balance at 01.01.2023	145	—	(26)	1	4,456	4,576
Merger impact	(138)	4,426	—	—	(4,288)	—
Consolidated profit/(loss) for the year 2023	—	—	—	—	308	308
Income and expense recognized directly in equity	—	—	—	(1)	(64)	(65)
Transfers to income statement	—	—	—	(9)	6	(3)
Total income and expenses recognized for the year	—	—	—	(10)	250	240
Scrip dividend agreement	—	(58)	—	—	(78)	(136)
Treasury share transactions	—	(52)	(52)	—	(10)	(114)
Shareholder remuneration	—	(110)	(52)	—	(88)	(250)
Share-based remuneration schemes	—	—	—	—	12	12
Other movements	—	—	—	—	(476)	(476)
Other transactions	—	—	—	—	(464)	(464)
Balance at 12.31.2023	7	4,316	(78)	(9)	(134)	4,102

(Million euro)	Share capital	Share/Merger premium	Treasury shares	Measurement adjustments	Retained earnings and other reserves	TOTAL
Balance at 01.01.2022	147	218	(124)	10	4,287	4,538
Consolidated profit/(loss) for the year 2022	—	—	—	—	318	318
Income and expense recognized directly in equity	—	—	—	37	280	317
Transfers to income statement	—	—	—	(46)	177	131
Total income and expenses recognized for the year	—	—	—	(9)	775	766
Scrip dividend agreement	3	—	—	—	(135)	(132)
Treasury share transactions	(5)	(218)	98	—	(321)	(446)
Shareholder remuneration	(2)	(218)	98	—	(456)	(578)
Share-based remuneration schemes	—	—	—	—	—	—
Other movements	—	—	—	—	(150)	(150)
Other transactions	—	—	—	—	(150)	(150)
Balance at 12.31.2022	145	—	(26)	1	4,456	4,576

(Million euro)	Share capital	Share/Merger premium	Treasury shares	Measurement adjustments	Retained earnings and other reserves	TOTAL
Balance at 01.01.2021	147	647	(13)	3	2,855	3,639
Consolidated profit/(loss) for the year 2021	—	—	—	—	1,243	1,243
Income and expense recognized directly in equity	—	—	—	7	181	188
Transfers to income statement	—	—	—	—	1	1
Total income and expenses recognized for the year	—	—	—	7	1,425	1,432
Scrip dividend agreement	3	3	—	—	(34)	(28)
Treasury share transactions	(3)	(432)	(111)	—	111	(435)
Shareholder remuneration	—	(429)	(111)	—	77	(463)
Share-based remuneration schemes	—	—	—	—	(22)	(22)
Other movements	—	—	—	—	(48)	(48)
Other transactions	—	—	—	—	(70)	(70)
Balance at 12.31.2021	147	218	(124)	10	4,287	4,538

F-123

SECTION 6: OTHER DISCLOSURES

FERROVIAL SE FOR THE YEAR ENDED DECEMBER 31, 2023 AND FERROVIAL, S.A. FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 CASH FLOW STATEMENTS

Million Euro	2023	2022	2021
Profit/(loss) before tax	(195)	(21)	(37)
Profit/(loss) adjustments:	99	2	26
Fixed asset depreciation	—	1	—
Impairment and disposal of fixed assets	(18)	(1)	—
Net financial income/(expense)	117	2	26
Changes in working capital	(32)	(216)	(13)
Other cash flows from operating activities:	1,041	1,305	(12)
Dividends received	1,248	1,304	—
Interest payments	(175)	(48)	(53)
Interest receipts	9	1	3
Income tax receipts/(payments) and tax consolidation	(41)	48	38
CASH FLOWS FROM OPERATING ACTIVITIES	913	1,070	(36)
Payments on investments:	(21)	(1,586)	(908)
Group companies, associates and business units	(21)	(1,586)	(908)
Receipts from divestments:	18	33	20
Group companies, associates and business units	18	33	20
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES	(3)	(1,552)	(888)
Receipts and (payments) from financial liability instruments:	(582)	1,003	762
Change in Group company cash pooling accounts	(381)	68	1,602
Issuance, repayment and redemption	(201)	935	(840)
Payments of dividends and returns on other equity instruments	(250)	(578)	(463)
Scrip dividend	(136)	(132)	(31)
Treasury share purchases	(114)	(446)	(432)
Receipts and (payments) on equity instruments:	17	38	7
Lease payments	—	(1)	—
CASH FLOWS FROM FINANCING ACTIVITIES	(814)	463	306
Effect of exchange rate on cash and cash equivalents	—	(5)	(1)
Net increase/(decrease) in cash and cash equivalents	96	(24)	(619)
Cash and cash equivalents at beginning of year	11	35	650
Cash and cash equivalents at year-end	107	11	31

F-124

SECTION 6: OTHER DISCLOSURES​

6.13 APPENDICES

Appendix I. Subsidiaries (fully-consolidated companies) (million euro)

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
CONTINUING OPERATIONS	​	​	​	​	​
CORPORATION	​	​	​	​	​
NETHERLANDS (Registered Office: Amsterdam)	​	​	​	​	​
Ferrovial Netherlands B.V.	​	Ferrovial SE	100.0%	105	1
Ferrovial Services Netherlands B.V.	​	Ferrovial SE	100.0%	14	2
Ferrovial Ventures Netherlands B.V.	​	Ferrovial SE	100.0%	9	​
SPAIN (Registered Office: Madrid)	​	​	​	​	​
Ferrovial Inversiones, S.A. (a)	​	Ferrovial SE	100.0%	67	​
Ferrovial Emisiones, S.A. (a)	​	Ferrovial SE	100.0%	13	1
Ferrovial Corporación, S.A. (a)	​	Ferrovial SE	100.0%	5	1
Ferrofin, S.L. (a)	​	Ferrovial Construcción, S.A. (a)	52.0%	24	1
Ferrofin, S.L. (a)	​	Ferrovial SE	48.0%	22	1
Temauri, S.L. (a)	​	Ferrovial SE	100.0%	7	​
Ferrovial 001, S.A. (a)	​	Ferrovial SE	100.0%	0	​
Ferrovial 008, S.L.U (a)	​	Ferrovial SE	100.0%	0	​
Ferrovial 009, S.L.U (a)	​	Ferrovial SE	100.0%	0	​
Ferrovial 011, S.A	​	Ferrovial SE	100.0%	0	​
Ferrovial 012, S.A	​	Ferrovial SE	100.0%	0	​
Ferrovial 013, S.A	​	Ferrovial SE	100.0%	0	​
Ferrovial 014, S.A	​	Ferrovial SE	100.0%	0	​
Ferrovial 015, S.L.	​	Ferrovial SE	100.0%	0	​
Ferrovial 016, S.L.	​	Ferrovial SE	100.0%	0	​
Ferrovial 017, S.L.	​	Ferrovial SE	100.0%	0	​
Ferrovial Venture VI, S.A.U. (a)	​	Ferrovial SE	100.0%	6	​
Ferrovial Ventures, S.A.U. (a)	​	Ferrovial SE	100.0%	15	​
Pilum, S.A.	P	Ferrovial SE	94.1%	1	​
UNITED KINGDOM (Registered Office: Oxford)	​	​	​	​	​
Ferrocorp UK Ltd.	​	Ferrovial SE	100.0%	1	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
UNITED KINGDOM (Registered Office: London)	​	​	​	​	​
Ferrovial Ventures, Ltd.	​	Ferrovial SE	100.0%	7	1
Ferrovial Services UK, Ltd.	​	Ferrovial EG SE	100.0%	0	​
Thalia Waste Treatment B.V.	​	Ferrovial SE	100.0%	1	​
IRELAND (Registered Office: Dublin)	​	​	​	​	​
Landmille, Ltd	​	Ferrovial SE	100.0%	5	3
LUXEMBOURG (Registered Office: Luxembourg)	​	​	​	​	​
Krypton RE, S.A.	​	Ferrovial SE	100.0%	8	1
UNITED STATES (Registered Office: Austin)	​	​	​	​	​
Ferrovial Holding US Corp	​	Cintra Infrastructures, SE	100.0%	3,228	​
Landmille US LLC	​	Ferrovial Holding US Corp	100.0%	0	3
UNITED STATES (Registered Office: Wilmington)	​	​	​	​	​
Ferrovial IT US, LLC	​	Ferrovial Holding US Corp	100.0%	0	​
CONSTRUCTION	​	​	​	​	​
GERMANY (Registered Office: Cologne)	​	​	​	​	​
Budimex Bau GmbH	​	Budimex, S.A.	100.0%	5	1
RailBX GmbH	​	Budimex, S.A.	100.0%	0	1
ARABIA (Registered Office: Riyadh)	​	​	​	​	​
Ferrovial Agroman Company	​	Ferrovial Construcción, S.A. (a)	97.5%	3	7
AUSTRALIA (Registered Office: Sidney)	​	​	​	​	​
Ferrovial Construction (Australia) PTY LTD	​	Ferrovial Construction Holdings Ltd	100.0%	-4	1
BRASIL (Registered Office: Bela Vista, Sao Paulo)	​	​	​	​	​
Constructora Ferrovial Ltd. (Brazil)	​	Ferrovial Construction International SE	100.0%	1	​
CANADA (Registered Office: Alberta)	​	​	​	​	​

F-125

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Webber Infrastructure Management Alberta Ltd	​	Webber Infrastructure Management Canada Holdings Ltd	100.0%	0	​
CANADA (Registered Office: Markham-Ontario)	​	​	​	​	​
Ferrovial Construction CANADA Inc.	​	Ferrovial Construction International SE	100.0%	66	1
Webber Infrastructure Management Canada Ltd	​	Webber Infrastructure Management Canada Holdings Ltd	100.0%	11	​
Webber Infrastructure Management Ontario Limited	​	Webber Infrastructure Management Canada Holdings Ltd	100.0%	30	​
CANADA (Registered Office: Toronto)	​	​	​	​	​
Webber Infrastructure Management Canada Holdings Ltd	​	Ferrovial Construction International SE	100.0%	6	5
CHILE (Registered Office: Santiago de Chile)	​	​	​	​	​
Constructora Ferrovial Ltda.	​	Ferrovial Empresa Constructora Ltda.	97.2%	0	1
Ferrovial Construcción Chile S.A.	​	Ferrovial Empresa Constructora Ltda.	100.0%	33	1
Ferrovial Empresa Constructora Ltda.	​	Ferrovial Construction International SE	100.0%	24	1
Siemsa Chile S.p.A.	​	Siemsa Industria S.A. (a)	100.0%	0	1
COLOMBIA (Registered Office: Bogotá)	​	​	​	​	​
Ferrovial Construcción Colombia, S.A.S	​	Ferrovial Construction International SE	100.0%	0	​
SLOVAKIA (Registered Office: Bratislava)	​	​	​	​	​
D4R7 Construction S.R.O.	​	Ferrovial Construction Slovakia S.R.O.	65.0%	3	3
Ferrovial Construction Slovakia S.R.O.	​	Ferrovial Construction Holdings Ltd	99.0%	9	3
Budimex Slovakia s.r.o.	​	Budimex, S.A.	100.0%	0	1
SPAIN (Registered Office: Barcelona)	​	​	​	​	​
Conc. Prisiones Lledoners,S.A. (a)	P	Ferrovial Construcción, S.A. (a)	100.0%	16	1
SPAIN (Registered Office: Bilbao)	​	​	​	​	​
Cadagua, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	100.0%	87	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
SPAIN (Registered Office: Madrid)	​	​	​	​	​
Cocsa, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	100.0%	8	1
Ditecpesa, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	100.0%	1	1
Ferroconservación, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	99.0%	20	1
Ferrovial Construcción, S.A. (a)	​	Ferrovial SE	100.0%	711	1
Ferrovial Medio Ambiente y Energía, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	100.0%	1	​
Ferrovial Railway S.A. (a)	​	Ferrovial Construcción, S.A. (a)	98.8%	0	​
Siemsa Control y Sistemas S.A.U. (a)	​	Siemsa Industria S.A. (a)	99.0%	1	1
Siemsa Industria S.A. (a)	​	Ferrovial Construcción, S.A. (a)	99.0%	16	1
Urbaoeste, S.A. (a)	​	Ferrovial Construcción, S.A. (a)	99.0%	0	​
Cimentaciones Especiales y Estructurales CIMSA, S.A.	​	Ferrovial Construcción, S.A. (a)	99.0%	0	​
Arena Recursos Naturales, S.A.U. (a)	​	Ferrovial Construcción, S.A. (a)	100.0%	0	​
SPAIN (Registered Office: Zaragoza)	​	​	​	​	​
Depusa Aragón S.A. (a)	P	Ferrovial Construcción, S.A. (a)	42.3%	2	1
Depusa Aragón S.A. (a)	P	Cadagua, S.A. (a)	51.7%	2	1
UNITED STATES (Registered Office: Atlanta)	​	​	​	​	​
Ferrovial Construction East, LLC	​	Ferrovial Construction US Corp.	100.0%	457	​
UNITED STATES (Registered Office: Austin)	​	​	​	​	​
Cadagua US LLC	​	Ferrovial Construction US Holding Corp.	100.0%	14	​
Cintra ITR LLC	​	Ferrovial Construction US Corp.	49.0%	3	1

F-126

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Ferrovial Agroman 56, LLC	​	Ferrovial Construction Texas, LLC	100.0%	35	​
Ferrovial Agroman Indiana, LLC	​	Ferrovial Construction US Corp.	100.0%	0	​
Ferrovial Construction Texas, LLC	​	Ferrovial Construction US Corp.	100.0%	158	​
Ferrovial Construction US Corp.	​	Ferrovial Construction US Holding Corp.	100.0%	453	1
Ferrovial Construction US Holding Corp.	​	Ferrovial Holding US Corp.	100.0%	1,002	1
Grand Parkway Infrastructure LLC	​	DBW Construction LLC	30.0%	0	1
Grand Parkway Infrastructure LLC	​	Ferrovial Construction Texas, LLC	40.0%	0	1
Ferrovial Energy Solutions, LLC	​	Ferrovial Construction US Holding Corp.	100.0%	0	​
Servicios (Delaware) Inc.	​	Webber Infrastructure Management Holding US Corp	100.0%	35	​
Webber Infrastructure Management US Inc.	​	Servicios (Delaware) Inc.	100.0%	255	1
Webber Infrastructure Management Inc.	​	Webber Infrastructure Management US	100.0%	39	1
Webber Infrastructure Management Holding US Corp	​	Ferrovial Holding US Corp	100.0%	31	1
Ferrovial Construccion JFK T1 LLC	​	Ferrovial Construction US Corp.	100.0%	0	​
Tecpresa Structural Solutions, LLC	​	Ferrovial Construction US Holding Corp.	100.0%	0	​
UNITED STATES (Registered Office: Charlotte)	​	​	​	​	​
Sugar Creek Construction LLC	​	Ferrovial Construction East, LLC	70.0%	64	​
UNITED STATES (Registered Office: Dallas)	​	​	​	​	​
Trinity Infrastructure LLC	​	DBW Construction LLC	40.0%	0	​
Trinity Infrastructure LLC	​	Ferrovial Construction Texas, LLC	60.0%	0	​
UNITED STATES (Registered Office: Fort Worth)	​	​	​	​	​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
North Tarrant Infrastructures	​	DBW Construction LLC	25.0%	0	1
North Tarrant Infrastructures	​	Ferrovial Construction Texas, LLC	75.0%	0	1
UNITED STATES (Registered Office: Georgia)	​	​	​	​	​
North Perimeter Contractors LLC	​	Ferrovial Construction East, LLC	100.0%	39	1
UNITED STATES (Registered Office: Katy)	​	​	​	​	​
52 Block Builders	​	Webber Commercial Construction, LLC	100.0%	0	1
UNITED STATES (Registered Office: Los Angeles)	​	​	​	​	​
California Rail Builders	​	Ferrovial Construction West, LLC	80.0%	0	1
Ferrovial Construction West, LLC	​	Ferrovial Construction US Corp.	100.0%	0	1
UNITED STATES (Registered Office: North Richland Hills)	​	​	​	​	​
Bluebonnet Contractor, LLC	​	DBW Construction LLC	40.0%	0	​
Bluebonnet Contractor, LLC	​	Ferrovial Construction Texas, LLC	60.0%	0	​
UNITED STATES (Registered Office: The Woodlands)	​	​	​	​	​
DBW Construction LLC.	​	Webber, LLC	100.0%	40	1
PLW Waterworks LLC	​	Cadagua US, LLC	50.0%	2	1
PLW Waterworks LLC	​	Webber, LLC	50.0%	2	1
Webber Materials, LLC	​	Webber Equipment & Materials LLC	100.0%	88	1
Webber, LLC	​	Ferrovial Construction US Holding Corp.	100.0%	584	1
Webber Barrier Services	​	Webber, LLC	100.0%	5	1
Webber Commercial Construction LLC	​	Webber, LLC	100.0%	6	1
Webber Equipment & Materials LLC	​	Webber, LLC	100.0%	227	1
Webber Management Group LLC	​	Webber Equipment & Materials LLC	100.0%	41	1

F-127

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
UNITED STATES (Registered Office: Virginia)	​	​	​	​	​
FAM Construction LLC (I-66)	​	Ferrovial Construction US Corp.	70.0%	240	1
FRANCE (Registered Office: Paris)	​	​	​	​	​
Ferrovial Construction France, S.A.	​	Ferrovial Construction International SE	100.0%	13	​
NETHERLANDS (Registered Office: Amsterdam)	​	​	​	​	​
Ferrovial Construction International SE	​	Ferrovial SE	100.0%	237	1
IRELAND (Registered Office: Dublin)	​	​	​	​	​
Ferrovial Construction Ireland Ltd	​	Ferrovial Construction Holdings Ltd	100.0%	8	2
MEXICO (Registered Office: México DF)	​	​	​	​	​
Cadagua Ferr. Industrial MEXICO	​	Cadagua, S.A. (a)	75.0%	0	​
Cadagua Ferr. Industrial MEXICO	​	Ferrovial Medio Ambiente y Energía, S.A. (a)	25.0%	0	​
NEW ZEALAND (Registered Office: Wellington)	​	​	​	​	​
Ferrovial Construction (New Zeeland) Limited	​	Ferrovial Construcción Australia PTY LTD	100.0%	1	​
PERU (Registered Office: Lima)	​	​	​	1	​
Ferrovial Construcción Perú, S.A.C.	​	Ferrovial Construction International SE	100.0%	0	​
POLAND (Registered Office: Cracow)	​	​	​	​	​
Mostostal Kraków S.A.	​	Budimex, S.A.	100.0%	3	1
Mostostal Kraków Energetyka sp. z o.o.	​	Mostostal Kraków SA	100.0%	0	​
POLAND (Registered Office: Kamieńsk)	​	​	​	​	​
FBSerwis Kamieńsk Sp. z o.o.	​	FBSerwis SA	80.0%	8	1
POLAND (Registered Office: Kąty Wrocławskie)	​	​	​	​	​
FBSerwis Wrocław Sp. z o.o.	​	FBSerwis SA	100.0%	21	1
POLAND (Registered Office: Ścinawka Dolna)	​	​	​	​	​
FBSerwis Dolny Sląsk Sp. z o.o.	​	FBSerwis SA	100.0%	6	1
POLAND (Registered Office: Tarnów)	​	​	​	​	​
FBSerwis Karpatia Sp. z o.o.	​	FBSerwis SA	100.0%	5	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
POLAND (Registered Office: Warsaw)	​	​	​	​	​
Budimex, S.A.	​	Ferrovial Construction International SE	50.1%	83	1
Budimex Mobility, S.A.	​	Budimex, S.A.	100.0%	3	1
WM Serwis, S.A.	​	Budimex, S.A.	100.0%	0	1
BXF Energía SP. z.o.o.	​	Budimex, S.A.	51.0%	8	1
Budimex Budownictwo Sp. z o.o.	​	Budimex, S.A.	100.0%	0	1
Budimex Kolejnictwo SA	​	Budimex, S.A.	100.0%	19	1
Budimex Parking Wrocław Sp. z o.o.	​	Budimex, S.A.	51.0%	1	1
FBSerwis SA	​	Budimex, S.A.	100.0%	68	1
JZE Sp. z o.o.	​	FBSerwis SA	100.0%	1	1
Zaklad, Przetworstwa Odpadow Zawisty Sp. Z.o.o.	​	JZE Sp. z.o.o.0	100.0%	6	​
PPHUH Konstralex Sp. z.o.o.	​	Mostostal Kraków SA	100.0%	0	​
Green Waste Management 1 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
Green Waste Management 2 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
Green Waste Management 3 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
Green Waste Management 4 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
Green Waste Management 5 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
Green Waste Management 6 S.P. Z.o.o.	​	FBSerwis SA	100.0%	0	1
CZECH REPUBLIC (Registered Office: Prague)	​	​	​	​	​
Budimex Construction Prague S.P.O.	​	Budimex, S.A.	100.0%	0	1
PUERTO RICO (Registered Office: San Juan)	​	​	​	​	​
Ditecpesa PR, LLC	​	Ferrovial Construction International SE	100.0%	1	​
Ferrovial Construcción Puerto Rico, LLC	​	Ferrovial Construction International SE	100.0%	25	​
UNITED KINGDOM (Registered Office: London)	​	​	​	​	​
Ferrovial Construction (UK) Limited	​	Ferrovial Construction Holdings Ltd	100.0%	31	1
Ferrovial Construction Holdings Limited	​	Ferrovial Construction International SE	100.0%	31	1

F-128

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
FC Civil Solutions Limited	​	Ferrovial Construction Holdings Ltd	100.0%	0	​
TOLL ROADS	​	​	​	​	​
SPAIN (Registered Office: Madrid)	​	​	​	​	​
Cintra Infraestructuras España, S.L.U. (a)	​	Ferrovial, SE	100.0%	155	1
Cintra Infraestructuras Irlanda, S.L.U. (a)	​	Cintra Global SE	100.0%	3	1
Cintra Inversora Autopistas de Cataluña, S.L. (a)	P	Cintra Infraestructuras España S.L.U. (a)	100.0%	0	1
Inversora Autopistas de Cataluña, S.L. (a)	P	Cintra Inversora Autopistas de Cataluña, S.L. (a)(a)	100.0%	0	1
Cintra Inversiones, S.L.U. (a)	​	Cintra Infraestructuras España S.L.U. (a)	100.0%	46	​
Cintra Servicios de Infraestructuras, S.A. (a)	​	Cintra Infraestructuras España S.L.U. (a)	100.0%	24	1
Autopista Alcalá-O’Donnell, S.A. (a)	​	Cintra Infraestructuras España S.L.U. (a)	100.0%	15	​
Autovía de Aragón, Sociedad Concesionaria, S.A.	P	Cintra Infraestructuras España S.L.U. (a)	30.0%	12	2
Pilum, S.A.	P	Cintra Infraestructuras España S.L.U. (a)	2.1%	0	2
Ferrovial Aravia, S.A.	P	Cintra Infraestructuras España S.L.U. (a)	30.0%	1	1
Cintra Desarrollo España, S.L.	​	Cintra Global SE	100.0%	0	​
SPAIN (Registered Office: Barcelona)	​	​	​	​	​
Autema, S.A. (a)	P	Inversora Autopistas de Cataluña, S.L. (a)	76.3%	414	1
AUSTRALIA (Registered Office: Melbourne)	​	​	​	​	​
Cintra OSARS (Western) Holdings Unit Trust	​	Cintra OSARS Western Ltd	100.0%	23	​
Cintra OSARS Western Unit Trust	​	Cintra OSARS (Western) Holdings Unit Trust	100.0%	-3	​
AUSTRALIA (Registered Office: Sydney)	​	​	​	​	​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Cintra Developments Australia PTY, Ltd	​	Cintra Infrastructures UK Ltd	100.0%	1	1
Cintra OSARS (Western) Holdings PTY Ltd	​	Cintra OSARS Western Ltd	100.0%	0	1
Cintra OSARS Western PTY Ltd	​	Cintra OSARS (Western) Holdings PTY Ltd	100.0%	0	1
CANADA (Registered Office: Toronto)	​	​	​	​	​
Cintra 407 East Development Group Inc	​	407 Toronto Highway B.V.	100.0%	2	​
Cintra OM&R 407 East Development Group Inc	​	407 Toronto Highway B.V.	100.0%	0	​
Cintra 4352238 Investments INC	​	407 Toronto Highway B.V.	100.0%	12	​
Blackbird Maintenance 407 Cintra GP Inc	​	407 Toronto Highway B.V.	100.0%	1	​
Blackbird Infrastructure 407 Cintra GP Inc	​	407 Toronto Highway B.V.	100.0%	0	​
COLOMBIA (Registered Office: Bogotá)	​	​	​	​	​
Cintra Infraestructuras Colombia, S.A.S. (a)	​	Cintra Global SE	100.0%	18	1
UNITED STATES (Registered Office: Austin)	​	​	​	​	​
Cintra Holding US Corp	​	Ferrovial Holding US Corp	96.8%	1,292	​
Cintra Texas Corp	​	Cintra Holding US Corp	100.0%	-22	​
Cintra US Services LLC	​	Cintra Texas Corp	100.0%	1	​
Cintra ITR LLC	​	Cintra Holding US Corp	49.0%	0	​
Cintra LBJ LLC	​	Cintra Holding US Corp	100.0%	303	​
Cintra NTE LLC	​	Cintra Holding US Corp	100.0%	240	​
Cintra NTE Mobility Partners Segments 3 LLC	​	Cintra Holding US Corp	100.0%	282	​
Cintra Toll Services LLC	​	Cintra Holding US Corp	100.0%	0	​
Cintra I-77 Mobility Partners LLC	​	Cintra Holding US Corp	100.0%	142	​

F-129

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Cintra 2 I-77 Mobility Partners LLC (2)	​	Cintra Holding US Corp	100.0%	66	​
Cintra 2 I-66 Express Mobility Partners	​	Cintra Holding US Corp	100.0%	679	​
I-66 Express Mobility Partners Holdings LLC	P	Cintra 2 I-66 Express Mobility Partners	50.0%	679	​
I-66 Express Mobility Partners LLC	P	I-66 Express Mobility Partners Holdings LLC	100.0%	1,437	​
Cintra 3I-66 Express Mobility Partners LLC	​	Cintra Holding US Corp	100.0%	200	​
Cintra 3 I-77 Mobility Partners LLC	​	Cintra Holding US Corp	100.0%	104	​
Cintra Digital Business Ventures LLC	P	Cintra Holding US Corp	100.0%	0	​
Ferrovial Energy US, LLC	​	Ferrovial Holding US Corp	100.0%	0	​
Ferrovial Energy US 1, LLC	​	Ferrovial Energy US, LLC	100.0%	0	​
Cintra North Corridor Transit Partners LLC	​	Cintra Holding US Corp	100.0%	0	​
UNITED STATES (Registered Office: Charlotte)	​	​	​	​	​
I-77 Mobility Partners Holding LLC	P	Cintra I-77 Mobility Partners LLC	50.1%	108	​
I-77 Mobility Partners Holding LLC	P	Cintra 2-I77 Mobility Partners Holding LLC	15.0%	68	​
I-77 Mobility Partners Holding LLC	P	Cintra 3-I77 Mobility Partners Holding LLC	7.1%	104	​
I-77 Mobility Partners LLC	P	I-77 Mobility Partners Holding LLC	100.0%	218	1
UNITED STATES (Registered Office: Dallas)	​	​	​	​	​
LBJ Infrastructure Group Holding LLC	P	Cintra LBJ LLC	54.6%	302	​
LBJ Infrastructure Group LLC	P	LBJ Infrastructure Group Holding LLC	100.0%	521	1
UNITED STATES (Registered Office: North Richland Hills)	​	​	​	​	​
NTE Mobility Partners Holding LLC	P	Cintra NTE LLC	63.0%	240	1
NTE Mobility Partners LLC	P	NTE Mobility Partners Holding LLC	100.0%	322	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
NTE Mobility Partners Segments 3 Holding LLC	P	Cintra NTE Mobility Partners Segments 3 LLC	53.7%	276	1
NTE Mobility Partners Segments 3 LLC	P	NTE Mobility Partners Segments 3 Holding LLC	100.0%	436	1
NETHERLANDS (Registered Office: Amsterdam)	​	​	​	​	​
Cintra Infrastructures SE	​	Ferrovial SE	100.0%	3,033	1
Cintra Global SE	​	Ferrovial SE	100.0%	3,242	1
407 Toronto Highway B.V.	​	Cintra Global SE	100.0%	2,664	2
Cintra INR Investments B.V.	​	Cintra Global SE	100.0%	369	5
Cintra Latam Highways B.V.	​	Cintra Global SE	100.0%	1	​
INDIA (Registered Office: Mumbai)	​	​	​	​	​
Cinfra India Private Limited	​	Cintra INR Investments BV	99.9%	0	1
IRELAND (Registered Office: Dublin)	​	​	​	​	​
Financinfrastructures, Ltd	​	Cintra Global SE	100.0%	32	1
Cinsac, Ltd	​	Cintra Infraestructuras IRELAND, S.L.U. (a)	100.0%	1	1
PORTUGAL (Registered Office: Lisbon)	​	​	​	​	​
Vialivre, S.A.	P	Cintra Infrastructures SE	84.0%	0	1
UNITED KINGDOM (Registered Office: London)	​	​	​	​	​
Cintra Silvertown Ltd	​	Cintra Infrastructures UK Ltd	100.0%	1	1
UNITED KINGDOM (Registered Office: Oxford)	​	​	​	​	​
Cintra Infrastructures UK Ltd	​	Cintra Global SE	100.0%	42	1
Cintra Toowoomba Ltd	​	Cintra Infrastructures UK Ltd	100.0%	5	1
Cintra UK I-77 Ltd	​	Ferrovial Holding US Corp	100.0%	0	1
Cintra Slovakia Ltd	​	Cintra Global SE	100.0%	1	1
Cintra OSARS Western Ltd	​	Cintra Infrastructures UK Ltd	100.0%	23	1

F-130

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
CHILE (Registered Office: Santiago de Chile)	​	​	​	​	​
Cintra Infraestructuras Chile, S.p.A	​	Cintra Global SE	100.0%	0	​
AIRPORTS	​	​	​	​	​
SPAIN (Registered Office: Madrid)	​	​	​	​	​
Ferrovial Aeropuertos España, S.A. (a)	​	Ferrovial SE	100.0%	43	​
UNITED STATES (Registered Office: Austin)	​	​	​	​	​
Ferrovial Airports Holding US Corp	​	Ferrovial Holding US Corp	100.0%	325	​
Ferrovial Vertiports US LLC	​	Ferrovial Airports Holding US Corp	100.0%	8	​
Ferrovial Vertiports Florida LLC	P	Ferrovial Vertiports US LLC	100.0%	1	​
UNITED STATES (Registered Office: Denver)	​	​	​	​	​
Ferrovial Airports O&M Services LLC	​	Ferrovial Airports Holding US Corp	100.0%	0	​
Ferrovial Airports US Terminal One LLC.	​	Ferrovial Airports Holding US Corp	100.0%	265	​
UNITED STATES (Registered Office: New York)	​	​	​	​	​
MARS NTO LLC.	​	Ferrovial Airports US Terminal One LLC.	96.1%	273	​
NETHERLANDS (Registered Office: Amsterdam)	​	​	​	​	​
Hubco Netherlands B.V.	​	Ferrovial Airports International, SE	100.0%	807	​
FERROVIAL AIRPORTS FMM BV	​	Ferrovial Airports International, SE	100.0%	9	​
Ferrovial Airports Turkey B.V.	​	Ferrovial Airports International, SE	100.0%	152	​
UNITED KINGDOM (Registered Office: Oxford)	​	​	​	​	​
Faero UK Holding Limited	​	Hubco Netherlands B.V.	100.0%	255	1
Ferrovial Airports International, SE	​	Ferrovial SE	100.0%	1,372	1
Ferrovial Vertiports UK Ltd.	P	Ferrovial Airports International, SE	100.0%	2	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
TURKEY (Registered Office: Ankara)	​	​	​	​	​
YDA HAVALIMANI YATIRIM VE (Dalaman)	​	Ferrovial Airports Turkey B.V.	60.0%	145	1
ENERGY INFRASTRUCTURES AND MOBILITY	​	​	​	​	​
SPAIN (Registered Office: Madrid)	​	​	​	​	​
Ferrovial Transco España , S.A.U. (a)	P	Ferrovial Transco International, B.V.	100.0%	13	​
Ferrovial Infraestructuras Energéticas, S.A.U. (a)	​	Ferrovial SE	100.0%	19	​
Parque Solar Casilla, S.L.U. (a)	P	Ferrovial Infraestructuras Energéticas, S.A.U. (a)	100.0%	9	1
Ferrovial Mobility, S.L. (a)	​	Ferrovial SE	100.0%	35	​
Cea Infraestructuras Energéticas (a)	P	Ferrovial Infraestructuras Energéticas, S.A.U. (a)	100.0%	0	​
Jucar Infraestructuras Energéticas (a)	P	Ferrovial Infraestructuras Energéticas, S.A.U. (a)	100.0%	0	​
Pisuerga Infraestructuras Energéticas, S.A.U. (a)	P	Ferrovial Infraestructuras Energéticas, S.A.U. (a)	100.0%	0	​
Ferrovial Growth VI, S.L. (a)	​	Ferrovial Infraestructuras Energéticas, S.A.U. (a)	100.0%	10	​
Roland Servicios Empresariales, S.L.U.	​	Ferrovial Mobility, S.L. (a)	100.0%	15	​
Ferrovial 004, S.A. (a)	​	Ferrovial SE	100.0%	17	​
CHILE (Registered Office: Santiago)	​	​	​	​	​
Ferrovial Power Infrastructure Chile, SpA	P	Ferrovial Transco International, B.V.	100.0%	60	1
Ferrovial Transco Chile II SpA	P	Ferrovial Power Infraestructure Chile, SpA	100.0%	0	​
Transchile Charrúa Transmisión, S.A.	P	Ferrovial Power Infraestructure Chile, SpA	99.9%	56	1
Ferrovial Transco Chile III SPA	P	Ferrovial Transco International, B.V.	100.0%	0	​

F-131

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Ferrovial Transco Chile IV SpA	P	Ferrovial Power Infraestructure Chile, SpA	100.0%	0	​
Centella Transmisión, S.A.	P	Ferrovial Transco Chile III SPA	49.9%	0	1
Centella Transmisión, S.A.	P	Ferrovial Power Infrastructure Chile, SpA	50.1%	0	1
Centella Transmisión II, S.A.	P	Ferrovial Power Infrastructure Chile, SpA	50.1%	0	1
UNITED STATES (Registered Office: Austin)	​	​	​	​	​
Ferrovial Mobility U.S., LLC	​	Ferrovial Holding US Corp	100.0%	2	​
NETHERLANDS (Registered Office: Amsterdam)	​	​	​	​	​
Ferrovial EG SE	​	Ferrovial SE	100.0%	52	2
Ferrovial Transco International B.V.	​	Ferrovial SE	100.0%	63	1
UNITED KINGDOM (Registered Office: London)	​	​	​	​	​
Thalia Waste Management Limited	​	Thalia Waste Treatment BV	100.0%	0	1
Thalia MK ODC Limited	​	Thalia Waste Management Limited	100.0%	0	1
Thalia AWRP ODC Limited	​	Thalia Waste Management Limited	100.0%	0	1
Thalia WB HoldCo Limited	​	Thalia Waste Management Limited	100.0%	0	1
Thalia WB ODC Limited	​	Thalia WB HoldCo Limited	100.0%	0	1
Thalia WB Services Limited	​	Thalia WB ODC Limited	100.0%	0	1
Thalia WB SPV Limited	​	Thalia WB Services Limited	100.0%	0	1
Thalia IOW SPV Limited	​	Thalia Waste Management Limited	100.0%	0	1
Thalia Services Limited	​	Thalia Waste Management Limited	100.0%	0	1
Thalia MK HoldCo Limited	​	Thalia Waste Management Limited	100.0%	0	1

Entity	Type	Parent	% Ownership	Net Cost Ownership	Audit
Thalia MK SPV Limited	​	Thalia MK HoldCo Limited	100.0%	0	1
Thalia Ventures Limited	​	Thalia Holdco Ltd	100.0%	0	1
Thalia IOW ODC Ltd	​	Thalia Waste Management Limited	100.0%	0	1
Thalia Holdco Ltd	​	Thalia Waste Treatment BV	100.0%	0	1
CHILE (Registered Office: Antofagasta)	​	​	​	​	​
Berliam S.p.A.	​	Veltis, SpA	65.1%	0	2
Berliam S.p.A.	​	Inversiones Chile Ltda	34.9%	3	2
CHILE (Registered Office: Los Andes)	​	​	​	​	​
Steel Ingenieria, S.A.	​	Veltis, SpA	99.9%	31	2
Veltis, SpA	​	Ferrovial EG SE	100.0%	12	​
CHILE (Registered Office: Santiago)	​	​	​	​	​
Walvis, S.A.	​	Berliam S.p.A.	99.7%	0	2
Inversiones (Chile) Holdings Limitada	​	Veltis, SpA	100.0%	27	2
Inversiones (Chile) Limitada	​	Inversiones (Chile) Holding Limitada	100.0%	0	​
Servicios Salud, SpA	​	Veltis, SpA	100.0%	0	​

Auditor Key:

Auditors: (1) EY; (2) Deloitte; (3) BDO; (4) PWC; (5) KPMG; (6) Vir Audit; (7) Elayouty

(a)

Form part of the tax scope of Ferrovial, S.A. and subsidiaries.

(*)

New legal names (effective as of the first week of January 2022)

(P)

Project Company

(Net Cost Ownership: Net cost of the parent company over subsidiary)

F-132

SECTION 6: OTHER DISCLOSURES​

Appendix I. Associate companies (equity-accounted companies) (million euro)

Entity	Type	Parent	% Owner.	V. Eq. Method	Assets.	Liab.	Reven.	Results	Audit
ENERGY INFRASTRUCTURES AND MOBILITY				​	​	​	​	​	​
SPAIN	​	​	​	​	​	​	​	​	​
Grupo Serveo, S.L.	​	Ferrovial 004, S.L.U.	24.8%	17	663	585	1,241	44	​
CONSTRUCTION	​	​	​	​	​	​	​	​	​
CANADA	​	​	​	​	​	​	​	​	​
Ontario Transit Group Inc.	​	Ontario Transit FCCI (Hold Co) Inc.	50.0%	(9)	875	893	214	-	​
SPAIN	​	​	​	​	​	​	​	​	​
Via Olmedo Pedralba, S.A.	​	Ferrovial Construccion, S.A.	25.2%	1	5	2	4	-	3
Boremer, S.A.	​	Cadagua, S.A.	50.0%	1	2	1	-	-	2
UNITED STATES	​	​	​	​	​	​	​	​	​
Pepper Lawson Horizon Intl. Group	​	Webber Commercial Construction LLC	70.0%	-	2	2	-	-	1
OMAN	​	​	​	​	​	​	​	​	​
International Water Treatment LLC	​	Cadagua, S.A.	37.5%	2	-	-	-	-	4
POLAND	​	​	​	​	​	​	​	​	​
PPHU Promos Sp. z o.o.	​	Budimex SA	26.3%	1	-	-	-	-	​
AIRPORTS	​	​	​	​	​	​	​	​	​
UNITED KINGDOM	​	​	​	​	​	​	​	​	​
FGP Topco Limited	P	Hubco Netherlands B.V.	25.0%	-	22,358	25,465	4,240	389	4
AGS Airports Holdings Limited	P	Faero UK Holding Limited	50.0%	-	1,476	1,488	228	(26)	2
QATAR	​	​	​	​	​	​	​	​	​
FMM Company LLC	P	Ferrovial Airports FMM B.V.	49.0%	19	69	29	99	15	​
UNITED STATES	​	​	​	​	​	​	​	​	​
JFK NTO SPONSOR AGGREGATOR LLC.	P	MARS NTO LLC	51.0%	471	5,966	5,162	66	7	1
TOLL ROADS	​	​	​	​	​	​	​	​	​

Entity	Type	Parent	% Owner.	V. Eq. Method	Assets.	Liab.	Reven.	Results	Audit
AUSTRALIA	​	​	​	​	​	​	​	​	​
Nexus Infrastructure Holdings Unit Trust	P	Cintra Toowoomba Ltd	40.0%	3	1	-	-	-	​
Nexus Infrastructure Unit Trust	P	Nexus Infrastructure Holdings Unit Trust	40.0%	10	46	20	33	6	​
Nexus Infrastructure Holdings PTY Ltd	P	Cintra Toowoomba Ltd	40.0%	-	-	-	-	-	​
Nexus Infrastructure PTY Ltd	P	Nexus Infrastructure Holdings PTY Ltd	40.0%	-	-	-	-	-	​
Netflow Osars (Western) GP	P	Cintra Osars (Western) Unit Trust	50.0%	42	165	81	51	2	​
SPAIN	​	​	​	​	​	​	​	​	​
Serranopark, S.A.	P	Cintra Infraestructuras España, S.L.U.	50.0%	1	74	47	7	6	2
Autovía de Aragón Sociedad Concesionaria, S.A.	P	Cintra Infraestructuras España, S.L.U.	30.0%	17	146	99	49	7	1
Bip & Drive, S.A.	P	Cintra Infraestructuras España, S.L.U.	20.0%	5	34	13	17	4	​
Empresa Mant. y Explotación M30, S.A.	​	Ferrovial Construccion, S.A.	50.0%	(34)	224	223	35	12	5
Madrid Calle 30, S.A.	P	Empresa Mant. y Explotación M30, S.A.	20.0%	52	655	140	146	62	8
CANADA	​	​	​	​	​	​	​	​	​
407 International Inc	P	Cintra 4352238 Investment Inc.	43.2%	928	3,667	7,797	1,025	403	2
407 East Development Group General Partnership	P	Cintra 407 East Development Group Inc	50.0%	15	109	63	8	3	2
OM&R 407 East Development Group General Partnership	P	Cintra OM&R 407 East Development Group Inc	50.0%	1	6	4	6	1	2

F-133

SECTION 6: OTHER DISCLOSURES​

Entity	Type	Parent	% Owner.	V. Eq. Method	Assets.	Liab.	Reven.	Results	Audit
Blackbird Maintenance 407 GP	P	Blackbird Maintenance 407 Cintra GP Inc	50.0%	1	5	4	5	-	3
Blackbird Infrastructures 407 GP	P	Blackbird Infrastructures 407 Cintra GP Inc	50.0%	12	94	69	7	2	3
COLOMBIA	​	​	​	​	​	​	​	​	​
Concesionaria Ruta del Cacao S.A.S.	P	Cintra Infraestructuras Colombia S.A.S.	30.0%	22	815	739	183	51	2
INDIA	​	​	​	​	​	​	​	​	​
IRB Infrastructure Developers Limited	​	Cintra INR Investments B.V.	100.0%	376	4,803	3,311	828	61	3
IRELAND	​	​	​	​	​	​	​	​	​
Eurolink Motorway Operation (N4-N6) Ltd	P	Cintra Infraestructuras Irlanda, S.L.U.	20.0%	10	207	97	37	4	2
Eurolink Motorway Operations (M3) Ltd	P	Cinsac Ltd	20.0%	9	102	58	16	3	2
UNITED KINGDOM	​	​	​	​	​	​	​	​	​
Scot Roads Partnership Holdings Ltd	P	Cintra Infrastructures UK Ltd	20.0%	-	-	-	-	-	​
Scot Roads Partnership Finance Ltd	P	Scot Roads Partnership Holdings Ltd	20.0%	-	405	405	-	-	​

Entity	Type	Parent	% Owner.	V. Eq. Method	Assets.	Liab.	Reven.	Results	Audit
Scot Roads Partnership Project Ltd	P	Scot Roads Partnership Holdings Ltd	20.0%	-	433	433	37	-	​
Zero Bypass Holdings Ltd	P	Cintra Slovakia Ltd	35.0%	-	-	-	-	-	​
Zero Bypass Ltd	P	Zero Bypass Holdings Ltd	35.0%	14	1,029	972	51	-	​
RiverLinx Holdings Ltd	P	Cintra Silvertown Ltd	22.5%	-	-	-	-	-	​
RiverLinx Ltd	P	RiverLinx Holdings Ltd	22.5%	52	1,500	1,269	275	5	​
Total equity-accounted continuing operations	​	​	​	2,038	​	​	​	​	​

Auditor key:

(1) EY; (2) Deloitte; (3) BDO; (4) PwC; (5) KPMG; (6) Vir Audit; (7) Mazars; (8) PKF; (9) Martins Pereira, Joao Careca & Asociados, Sroc.; (10) Grant Thornton UK LLP; (11) 3 Auditores SLP

(P) Project Company

(Value Eq. Method: Net Cost of the parent company over the equity-accounted company)

F-134