ANNUAL REPORT 2011 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29
ANNUAL REPORT 2011
People-oriented. Passionate about innovation. Striving for excellence. Protecting the environment. Ethically committed. Team spirit. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 2 ANNUAL REPORT 2011
> Refurbishment of El Malecón football stadium. Torrelavega. Cantabria WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 3
01 KEY FIGURES AND DATA > Financial performance WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 004 GRUPOANNUAL SACYR REPORT VALLEHERMOSO 2011 / INFORME ANUAL 2011
KEY FIGURES AND DATA
Financial performance FINANCIAL FIGURES (millions of euros)
December 2011 December 2010 % Chg 11/10
TOTAL REVENUE 3,949 4,820 (18.1%)
INTERNATIONAL REVENUE 1,472 1,502 (2.0%)
International revenue (%) 37.2% 31.2% 6.0 pp
EBITDA 533 572 (6.,7%)
Construction (Sacyr – Somague) 141 171 (17.4%)
Services (Valoriza) 158 149 6.0%
Rental Property (Testa) 200 197 1.8%
Concessions (Sacyr Concesiones) 99 66 49.8%
Residential Development (Vallehermoso) (53) (54) 1.6%
Holding and adjustments (13) 43 n.s.
EBITDA margin (%) 13.5% 11.9% 1.6 pp
Construction (Sacyr – Somague) 5.8% 6.1% (0.3) pp
Services (Valoriza) 16.0% 14.9% 1.1 pp
Rental Property (Testa) 79.8% 78.7% 1.1 pp
Concessions (Sacyr Concesiones) 65.4% 70.9% (5.5) pp
MARKET CAPITALISATION 1,678 1,449 15.8%
Number of shares outstanding (thousands) 422,598 304,967 38.6%
NET CORPORATE DEBT 322 414 (22.2%) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 005
Total revenue International revenue Total Ebitda (Millions of euros) (Millions of euros) (Millions of euros)
5,000 2.500 1,250 Variation=(18.1%) 4,000 2,000 1,000 Variation=(2.0%) 3,000 1.500 750 Variation=(6.7%)
2,000 1,000 500
1,000 500 250 4,820 3,949 1,502 1,472 572 533 0 0 0 2010 2011 2010 2011 2010 2011
Construction margin Services margin Rental Property margin (Millions of euros) (Millions of euros) (Millions of euros)
250 250 250 Variation=1.8% 200 200 Variation=6.0% 200 Variation=(17.4%) 150 150 150
100 100 100
50 50 50 171 141 149 158 197 200 0 0 0 2010 2011 2010 2011 2010 2011
Concessions margin Net borrowings Net corporate debt (Millions of euros) (Millions of euros) (Millions of euros)
Variation=49.8% 100 12.500 500 Variation=(20.0%) Variation=(22.2%) 80 10.000 400
60 7.500 300
40 5,000 200
20 2.500 100 66 99 10.950 8.831 414 322 0 0 0 2010 2011 2010 2011 2010 2011 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 6 ANNUAL REPORT 2011
ANNUAL REPORT 2011 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 7
Contents
01 KEY FIGURES AND DATA 4
02 LETTER FROM THE CHAIRMAN 8
03 SACYR VALLEHERMOSO GROUP 12 Origins and background 14 Present and future 18
04 BUSINESS DIVISIONS 20 Construction: Sacyr-Somague 22 Concessions of Infrastructures: Sacyr Concesiones 32 Property: Testa 40 Services: Valoriza 48 Real-estate development: Vallehermoso 60
05 GROUP HOLDINGS 64 Repsol 66
06 FINANCIAL COMMUNITY 68
07 FINANCIAL PERFORMANCE 76 Income statement 76 Consolidated balance sheet 82
08 AUDIT REPORT 86 Audit report 98 Consolidated financial statements 104 Corporate Governance Report 336
09 ADDRESSES 412 Spain 414 International 416
> Castelo do bode dam, Santarém. Portugal WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 8 ANNUAL REPORT 2011
LETTER FROM THE CHAIRMAN
> Manuel Manrique, Chairman of the Sacyr Vallehermoso Group WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 LETTER FROM THE CHAIRMAN 9
Dear shareholders,
In what is my first letter to you as the Chairman fiscal consolidation. In this context, we believe a of the Sacyr Vallehermoso Group, I would like to sensible course of action is to adopt a cautious thank you for placing your trust in our company; investments policy and to internationalise strongly I am certain that the efforts we are making to so as to diversify sources of revenue. consolidate the group and report growth will make us stronger and more profitable. After the Our strategy is to focus on managing the Group’s events seen in 2011 – the sale of 10% of Repsol, core businesses where we are really competitive, a substantial reduction in debt and the heavy to continue to reduce debt through selling mature provisions made on the income statement – the concessions and property assets, manage cash Group is now in a privileged position in its sector: flow more efficiently, cut costs, bolster equity, with a healthy balance sheet, debt in keeping satisfy shareholders and carry out a coordinated with the cash flow stemming from its recurrent policy with Repsol so as to achieve synergies. businesses, and an Ebitda margin above the Thanks to the value of our assets and, in average of our peers. The consolidation process particular, the capacity of our human resources, I has tested us all, but it now means we can be have no doubt that the market will value the profit optimistic about the future. potential contained in our share price.
The economic situation in Spain and in Europe At year-end 2011, the group’s debt had fallen 20% remains very delicate. It is a situation in which against the previous year to 8,831 million euros, governments’ main concerns and tasks are only 322 million of which were corporate debt. focused on reducing the public sector deficit and The debt structure is entirely appropriate given WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 10 ANNUAL REPORT 2011
the nature of our assets, and 96% of it has long- these long and difficult tendering processes. The term maturity. consolidated order book of works and services amounted to 50,483 million euros, 62% of which The group has shown its strong capacity to report now stems from countries other than Spain. operating profit, which amounted to 533 million euros, fuelled by the positive performance in Innovation has made us more competitive, and the services and concessions areas, strength will continue to do so in the future. In construction in construction – above all on the international and concession tender procedures, our front - and stability in the property business. The professionals know how to hit on the right formula gross margin rose to 13.5%, compared to 11.9% to satisfy our clients’ requirements. We are also the previous year, showing how successful our able to innovate in order to successfully promote efforts have been to contain costs and increase and market homes and buildings, and to provide revenues. Consolidated revenue was down our clients with unrivalled services. 18.1%, due largely to the downturn in the property development market. The creation of the Sacyr industrial division deserves a special mention. This division will The Sacyr Vallehermoso Group has its sights operate in the global energy facility, mining, firmly set abroad, and this will be even more water and waste treatment sectors. This branch apparent in the years to come. Work to extend of activity will use some of the assets and the Panama Canal is continuing according to equipment already existing in Valoriza, and, with schedule, in the process setting world records its new resources and alliances, its sights are for concreting of structures. In our core European also set on the oil and gas infrastructures sector, markets and also in Asia and America, our teams which is booming worldwide. are dedicated to tendering the engineering, I would also highlight the positive impact that the operation and concession projects where Sacyr capitalisation operations carried out in previous Vallehermosohas consolidated its position of years have had on the balance sheet. This is global leadership. We are very proud of our teams a formula we intend to rely on in order to help of professionals, who, with their expertise and consolidate the company, and to ensure that our knowledge, are key to the successful outcome of results are even better in the future by managing WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 LETTER FROM THE CHAIRMAN 11
our own equity intensively while cutting back THE GROUP HAS SHOWN ITS on borrowing. Shareholders’ efforts, together STRONG CAPACITY TO REPORT with the company’s cost cutting measures, have OPERATING PROFIT, WHICH enabled the group to reduce operating expenses by over 20%. AMOUNTED TO 533 MILLION EUROS, FUELLED BY THE POSITIVE These are the new pillars of the Sacyr PERFORMANCE IN THE SERVICES Vallehermoso Group in the years to come. Pillars which, thanks to the trust of its shareholders, AND CONCESSIONS AREAS, clients and suppliers, supported by the excellent STRENGTH IN CONSTRUCTION management of its workers and partners, will – ABOVE ALL ON THE enable it to look towards the future as a stable, international and innovative company. INTERNATIONAL FRONT – AND STABILITY IN THE PROPERTY BUSINESS.
Manuel Manrique Cecilia Chairman of the Sacyr Vallehermoso Group WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 12 ANNUAL REPORT 2011
> Talavera South baltway. Cable-stayed bridge WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 13
03 SACYR VALLEHERMOSO GROUP > Origins and background > Present and future WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 14 ANNUAL REPORT 2011
ORIGINS AND BACKGROUND
> Cadagua junction. A-8 Bilboa. Vizcaya 25 years of work
After 25 years of operations, the Sacyr underline the success of the path it is following: Vallehermoso Group has become a leading 20,422 jobs, a business portfolio of more than business and construction group in both €50,400 million, estimated future Ebitda of 24,000 the Spanish and the European markets. The million of euros, fve complementary areas of entrepreneurial spirit of the Group’s property business activities suitably diversifed in terms of developers and the day-to-day work of its sector and geographical distribution, revenue of management team have turned what was the 3,950 million of euros in 2011, Ebitda of 533 million seed of an idea into a reality, one whose results of euros in the year, in addition to a major stake WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ORIGINS AND BACKGROUND 15
budgets have all become permanent hallmarks of the Group. These values, along with the loyalty and commitment of every one of its employees, have played a decisive role in bringing the Group to where it is today.
Additional businesses
From their beginnings in civil works (Sacyr) and real-estate development (Vallehermoso), the two companies have maximised a number of opportunities to consolidate their businesses and acquire highly valuable assets: the start of a concession business in Chile, the Portuguese construction group Somague, the Prima Inmobiliaria real-estate company, and Empresa Nacional de Autopistas. After the two companies merged in 2003, the real-estate development and rental activities undertaken through Testa came together seamlessly to complement the Group’s construction and concession businesses, giving them a highly consolidated portfolio of activities. Today, the SyV Group is a leading player in each sector in which it operates.
Over the past few years, the Group’s activities have been underpinned by a combination of organic growth and well-planned M&A deals together with a global commitment to growing international diversifcation. > Cadagua junction. A-8 Bilboa. Vizcaya The high-potential services sector (water, renewable energies, environmental businesses in the Repsol YPF Group, Spain’s second largest and multi-services) has been another key strategic company in turnover and one of the 100 largest area for the Group. In record time, Valoriza companies in the world. secured a portfolio worth more than €12,000 million and garnered market recognition for the quality Sacyr Vallehermoso’s technologic prowess, its and prestige of its name. Internal effciency and permanent quest for excellence in its projects, the acquisitions of Suf and other companies its steadfast service to clients, and rigorous paved the way for the Group to continue the compliance with project completion schedules and success it has seen since its very frst days. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 16 ANNUAL REPORT 2011
> Work on the third lock of the Panama Canal.
> AP-46. Guadalmedina motorway. Málaga
Lastly, after the purchase of a signifcant holding •REAL-ESTATE DEVELOPMENT: Vallehermoso in Repsol YPF, Sacyr Vallehermoso locked in its carries out this activity throughout mainland position as a core shareholder in the oil and gas Spain and the Spanish islands. Founded in 1921, giant. Today, our Company’s 10% stake gives us Vallehermoso began its development activities in an asset of enormous value in the energy sector. 1953 and is now the longest-standing company in the Spanish property market. Its brand name and positioning are behind its unquestionable The SyV Group operates in fve different business quantitative and qualitative market leadership. areas: •RENTAL PROPERTY: managed by Testa and •CONSTRUCTION: carried out by Sacyr in Spain mainly focused on leasing of offces and shopping and Chile, by Somague in Portugal and by SIS in centres in a number of markets, most notably Italy. This division has been active since 1986. Madrid, Barcelona, Paris and Miami.
•CONCESSIONS: 34 assets managed by Sacyr •SERVICES: managed by Valoriza and focusing Concesiones, in Spain, Portugal, Italy, Ireland, on water management (integrated water cycle Chile and Costa Rica. management, desalination and wastewater WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ORIGINS AND BACKGROUND 17
treatment works), alternative energy (engineering projects, construction and management of biomass and cogeneration plants, energy effciency and solar power projects), environmental and public services (engineering, construction and operation of biomass and cogeneration plants, energy effciency and solar energy) and multi-services (integrated building maintenance, maintenance of toll roads, motorways and service areas, as well as healthcare services).
> Work on the third lock of the Panama Canal. International presence
The company’s geographic diversifcation is reflected in the fact that 62% of its business portfolio is now located outside of Spain, namely in Ireland, Italy, France and Portugal, in the European Union, and Panama, Chile, Brazil and Costa Rica, in Latin America. The Group also operates in other countries such as Australia, Israel, Cape Verde and Angola. At year-end, 33.5% of the Group’s workforce was located outside of Spain. In particular, its Portuguese subsidiary now has over 2,600 employees and its Panama subsidiary has more than 1,860 persons on its payroll.
> Avenue of Gracia 28. Barcelona
Geographic distribution Geographic distribution of the revenues portfolio of staff
Domestic business Staff in Spain portfolio 66,5% 38% Foreign business portfolio 62% Staff abroad 33,5% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29
> Pie de foto 18 ANNUAL REPORT 2011
PRESENT AND FUTURE
The Sacyr Vallehermoso Group strives to achieve Our CSR policy is based on the actions under the excellence in each and every project it undertakes. Plan, with the Sacyr Vallehermoso Foundation This dedication, underpinned by the high technical serving as the vehicle for the Group’s charity and capability of its teams and backed by the use of sponsorship activities, measurement and reporting state-of-the-art building technology, is considered in compliance with the GRI standard, in addition by experts to be a paragon of innovation in the to our commitment to the United Nations Global sector. Compact. Our second progress report in this regard came out in 2011.
Corporate Responsibility > In 2011 The Group’s First Corporate 2011 was a key year for Corporate Social Social Responsibility Master Plan, was Responsibility. The Group’s First Corporate Social concluded. Responsibility Master Plan, which had been drafted for 2010 and 2011, was concluded. The Plan aims to equip our organisation with the tools we need to implement the right CSR policy; it was carried The SyV Group’s specifc report on Corporate out by a team of 15 people drawn from all of the Social Responsibility for 2011 its sixth such Company’s business areas and staff levels. report. The report outlines the Company’s specifc activities regarding stakeholders and dialogue It envisages 27 specifc actions to enable the Group forums, human resources, labour rights, risk to move forward in Corporate Social Responsibility prevention, quality, development and innovation, in a robust, objectively measurable way. safety, supplier relationships, commitment to the community and social action, and commitment to At year-end, a new Master Plan, for 2012-2013, was the environment. submitted to the Board of Directors. The approval of the new plan has allowed work in this area (to which the Group is highly committed)to move forward. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 PRESENT AND FUTURE 19
> High Speed Line Galicia, Section Pontevedra – Cerpozons WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 20 ANNUAL REPORT 2011
> High Speed Line station in Logroño WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 21
04 BUSINESS DIVISIONS > Construction Sacyr - Somague
> Infrastructure concessions Sacyr Concesiones
> Property management Testa
> Services Valoriza
> Property development Vallehermoso WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 22 ANNUAL REPORT 2011
CONSTRUCTION SACYR - SOMAGUE
> High Speed Line Almeria. Los Gallardos - Sorbas stretch
In 2011, the Sacyr Vallehermoso Group’s construction The Group, which has been active in the Spanish companies, primarily Sacyr and Somague, have construction industry through Sacyr since 1986, had once again demonstrated their top-level technical, the longest order book in the sector at more than 33 operating and commercial capabilities. months of guaranteed work.
These aptitudes have enabled us to build up a In 2011, both public administrations and agencies construction backlog worth 6,681 million of euros (Ministries of Public Works and of the Environment, and achieve success in leading international ADIF, AENA, and organisations belonging to projects. The satisfactory progress of these the various regional governments and city projects – the Panama Canal being a highlight – councils) and a large number of private clients bear out the technological strength of the Group’s have entrusted their projects to SyV construction construction area. companies, locking in a high level of activity for the Group over the coming years. The internationalization of the construction business has become a driver that assures future volume even In terms of the type of work undertaken, the Group in the face of the tough conditions now prevailing operates in all areas of infrastructure projects (high- in the Spanish and global economies. At year-end speed railway lines, underground train lines, airports, 2011, 77% of the construction business portfolio was motorways, toll roads, etc.) and is very active in both located outside of Spain. public and private building construction. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 23
SACYR KEY FIGURES BACKLOG BY GEOGRAPHIC AREA (Million of euross of euros) (Million of euross of euros)
2010 2011 2010 2011 Revenue 2,819.17 2,438.78 Spain 2.029,03 1.541,77 Net profit 76.68 62.98 Portugal 639,21 350,71 Cash flow 149.25 105.37 Ireland 8,03 1,30 Construction backlog 7,138.20 6,680.68 Chile 102,22 548,56 Ebitda 170.69 141.03 Italy 2.508,94 2.346,39 Costa Rica 44,91 56,65 Libya 645,930 662,18 BUSINESS SUMMARY Panama 856,19 823,04 Angola 206,23 291,42 Backlog Rest of the world 97,41 58,70 TOTAL 7.138,20 6.680,72 In 2011 the Group maintained a backlog of over 6,681 million of euros. Apart from Spain, BACKLOG: SPAIN vs INTERNATIONAL accounting for 24% of the backlog, international (Million of euross of euros) markets, namely Portugal, Ireland, Costa Rica, Chile and other countries, now comprise 77% of 2010 2011 the backlog. Spain 2,029.03 1,541.77 Abroad 5,109.17 5,138.95 The construction backlog is equivalent to close to TOTAL 7,138.20 6,680.72 400 million of euros in terms of future Ebitda.
Revenue BACKLOG (Million of euross of euros) Construction revenue in 2010 was in excess of 2,438
2010 2011 million of euros. The Spanish market accounted for 52% of revenue, while the remaining 48% came Civil work 6,315.49 5,878.24 from international works. Civil engineering was Building 849,09 802.48 predominant, accounting for 75% of revenue. TOTAL 7,164.57 6,680.72
REVENUE (Million of euross of euros)
BACKLOG (Million of euross of euros) 2010 2011 Civil work 2,105.83 1,818.72
BUILDING 2010 2011 Building 706.19 608.37 Residential 92.02 213.85 Services 7.15 9.37 Non-residential 730.69 588.63 Concessions 2.32 TOTAL 822.71 802.48 TOTAL 2,819.17 2,438.78 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 24 ANNUAL REPORT 2011
REVENUE REVENUE BY GEOGRAPHIC AREA (Million of euros) (Million of euross of euros) (Million of euros)
2010 2011 EDIFICACIÓN 2010 2011 Spain 1,553.33 1,253.48 Residential 164.52 82.77 Portugal 476.53 374.72 Non-residential 541.67 525.60 Ireland 31.77 (0.50) TOTAL 706.19 608.37 Chile 93.51 100.37 Italy 188.44 242.27 Costa Rica 9.38 5.03 Libya 9.73 2.78 Panama 133.65 182.70 REVENUE BY TYPE OF WORK Angola 228.27 240.53 (Million of euros) Rest of the world 94.56 37.40
OBRA CIVIL 2010 2011 TOTAL 2,819.17 2,438.78 Motorways 778.23 614.64 Railways 606.32 450.94 Hydraulic 302.00 281.32 Airport 70.19 125.04 The Group performs a wide variety of civil works, Urban development 140.77 60.51 with a breakdown that is perfectly aligned with Other 208.32 286.27 the present distribution of public investment and TOTAL 2,105.83 1,818.72 the requirements of private clients. Construction activity in civil works accounted for 88% of the backlog at year end. Activity levels were high and spanned all types of projects.
WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 25
Garrucha seaport. Almería
> High Speed Line Madrid - Extremadura. Section Aldea del Campo – Mérida > La Muela Joint Venture. Valencia
> Talavera Southern bypass WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 26 ANNUAL REPORT 2011
Civil work
Among others, the Group was awarded the following contracts in 2011:
• Motorway concession between La Serena and Vallenar, Chile, with a 215.00 million of euros investment in construction, consisting of the comprehensive improvement of the stretch from the north exit of the city of La Serena to the southern entrance into Vallenar, widening 187 km of road.
• Motorway concession between Concepción and Cabrero, Chile, with a 168.85 million of euros investment in construction, connecting the cities of Concepción and Cabrero with a 60 km dual carriageway; the cities of Cabrero and Cholguán with a 30 km single carriageway; and 40 km of service > Works on Vallenar - Caldera motorway. Chile lanes along the entire corridor.
• Hydroelectricity dam at Foz Tua, Portugal, with a budget of 162.25 million of euros, involving the construction of a concrete double-curved arch dam with a height of 108 m and a crest length of 275 m and an underground plant containing two reversible generators with a total output capacity of 251 MW.
• The Bergara stretch of the high-speed railway in the Basque Country, with a budget of 94.73 million of euros. Approximately 3 km long over rough terrain, in particular the viaduct over the Deba river, the Vitoria-Gasteiz-Eibar motorway and route GI-632, that is 900 m long and more than 90 m high.
• Motorway concession at the link roads to the city of Iquique, Chile, with a 84.55 million of euros investment in construction, consisting of two dual carriageway stretches in the area surrounding this city, for a total length of 78 km.
• 33-km Bajamar-Tajuña stretch of road on the island of La Palma, with a budget of 72.59 million of euros, including, most notably, the construction of a bike/pedestrian lane on the left shoulder to enhance the road’s landscape and panoramic quality. Also worth emphasising is the construction of a viaduct over the Barranco de las Cuevas ravine.
> A–601 Pinares motorway. Castilla–León WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 27
In 2011 the following construction projects were delivered, among others:
• AP-46 toll motorway from Alto de las Pedrizas to the city of Málaga, with an investment of 371.7 million of euros. The objective is to build an alternative to the existing A-45 route, which currently is the only access from the north to the city of Málaga and its environs. The planned road runs through the Málaga highlands from north to south, until it meets the city’s new western bypass. Although the distance covered is only 24.5 km, the abrupt terrain calls for 4000 m of tunnel and 7200 m of viaducts.
> Guardo turnoff. CL-615 Guardo - Palencia • Vallenar – Caldera en la Tercera Región de Atacama motorway. Chile, involving an investment of more than 180 million of euros. The construction work consisted of turning the section between Vallenar and Caldera (188 km) and the Copiapó bypass (33 km) into a dual carriageway.
• Madrid-Barcelona-France high-speed railway line. Section: Cornellá del Terri-Vilademuls, with an investment of 118.40 million of euros. The project involved building a 7.1 km railway trackbed, including, most notably, two tunnels—at Llogaia and Feixes d’en Vidal—with a combined length of 2,798 m drilled using the new Austrian method, and two viaducts with a combined length of 1,015 m.
• Talavera southern bypass, with a budget of 70.1 million of euros and a length of 4 km. The project >Tunnel boring machine assembly. La Sagrera. Barcelona Joint Venture included building a cable-stayed bridge with a 318 m span and a 190 m high inclined mast crossing the widest point of the river in a single suspended stretch. In addition to the bridge, twin access viaducts, each 204 m long, were built.
• Thermo-solar plant in Lebrija (Seville), with a budget of €60.3 million of euros. A 156-ha solar feld with 64 parallel rows of 1,200 m parabolic mirrors has been built, generating 50 MW of energy through heating oil in order to produce electricity.
> Modernization Center Athletics Antequera. Jaén WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 28 ANNUAL REPORT 2011
In 2011, progress was made on the following Río Ovelha valley and a 915 m bridge over the construction projects: Río Marão valley as well as two parallel 5.7 km tunnels with two lanes in each direction and 13 • Design and construction of the third lock interconnections. Marâo will be Portugal’s largest system of the Panama Canal extension project, tunnel system. with a budget of US$3,129 million. The project involves building two new lock systems on the • Águilas-Guadalentín desalination plant, Atlantic and Pacifc coasts to support increased Murcia. Europe’s second largest desalination commercial traffc through the Canal. plant, with an annual output of 70 hm3 for irrigation and drinking water, will be built with a budget of • Salermo-Reggio Calabria Motorway (Italy). 31 212.6 million of euros. Its key feature is the double km section between Padula and Lauria, located osmosis process for reducing the boron content 150 km to the south of Naples and forming part of of seawater. The construction was completed this the route from Rome to southern Italy (Calabria). year, and the project is currently in the test phase Due to the complicated terrain, the project before being brought online includes the construction of 37 viaducts and 20 tunnels. The budget amounts to 745 million of • Región de Murcia international airport, with euros. an investment of 175 million of euros, designed to support traffc of 3 million of euros passengers • Conclusion of the section of the Madrid- per year. The project includes building runways Barcelona-French border high-speed railway and taxiways, the apron areas, the control tower line between the Sants and La Sagrera stations and the passenger and cargo terminal buildings. within the city of Barcelona, consisting of the Construction was completed this year, and the construction of 5.6 km of tunnel in the Eixample project is currently in the test phase before being district of Barcelona using a tunnel-boring brought online. machine. The tunnel runs close to the Sagrada Familia historic building; the especially stringent • Extension of Line 9 of the Madrid Metro (ur- safety measures taken to protect this site included ban underground train), with a budget of 121.3 consolidating the terrain and using reinforced million of euros, entailing the construction of a concrete screen walls. Work has been carried out 1,200 m tunnel using an EPB tunnel boring machi- on the track and in the area near the beginning of ne and 600 m of mine tunnel (the traditional me- the line. The budget was 238.61 million of euros. thod in Madrid). The project also involves building two stations and a connection to the existing line, • Port of Valencia enlargement protection with the required air shafts, pump facilities and works. With a budget of 234 million of euros, emergency exits. the project consists of building two protection embankments (3 km and 1 km long) that will make • Drilling and buttressing of the closed conduit up the new dock northwest of the existing Port of of the La Muela II reversible hydropower plant Valencia and an independent canal to improve in Cortes de Pallás, Valencia, with a budget of maritime access and reduce environmental and 42.75 million of euros. The closed conduit has a safety risks. maximum inclination of 46º, the execution of which required designing a new machine able to carry • IP4 - Amarante / Vila Real motorway, Portugal, out all necessary operations: perforating, place- with an investment of 228.5 million of euros ment of explosives, debris removal, rock buttres- and spanning 25.6 km. The project includes 10 sing and concreting, and injections as needed to viaducts (with a combined length of 3.2 km), protect the works from water seepage. and, most notably, a 816 m bridge over the WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 29
> DG48 motorway blow up. Salerno-Reggio Calabria. Italia
Building
Among others, the Group was awarded the 5,500 m2 in several buildings (the Bloque Central, following contracts in 2011: the Escola Nacional de Artes Plásticas, the Escola Nacional de Música, and one building for • Construction of the shell of the Kinaxixi urban services). complex in Luanda (Angola), with a budget of 85 million of euros, which will have a floor area of 250,000 • Building D of the Campus of the European m2 in two 25 floor towers for different uses (one for University of Madrid, in Villaviciosa de Odón, offces and the other for residential use) and fve with a budget of 23.45 million of euros, involving underground levels for parking and technical facilities. a floor area of 22,000 m2 with unique architecture and a main lecture hall for 500 persons. • Building to be used for the Spain campus of United World Colleges, in Comillas (Cantabria), • Construction of two distribution and logistics with a budget of 45.27 million of euros, consisting of centres in Riberão Preto, Brazil, with a budget of the complete refurbishment of a complex consisting 20.58 million of euros, comprising a total area of of three historical, early 20th century buildings 67,100 m2 in fve modules. involving a 13,582 m2 area to be converted into lecture halls, laboratories and dormitories; the demolition of a fourth building; the construction of Major ongoing building projects under four new buildings to add 15,208 m2 of space for new construction in 2011 included: uses; and the development of the entire vicinity. • The Hospital Universitario Central de • Completion of the second stage of the Instituto Asturias, with a budget of 286 million of euros, a de Artes Cénicas in Luanda (Angola), with a total floor area of 300,000 m2, 570 rooms, 1,039 budget of 29.90 million of euros on a floor area of beds, 38 operating theatres and 350 treatment WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 30 ANNUAL REPORT 2011
rooms. Construction will also include a special building for the treatment of silicosis.
• Construction of the Repsol Campus at Calle Méndez Alvaro (Madrid). This 127 million of euros project to create our client’s new head offce covers a buildable area of 134,000 m2, of which 56,700 m2 will be used for an underground car park with 1,600 spaces. The campus will comprise four interconnected buildings laid out in square surrounding a central courtyard. One of the project hallmarks is that the façade will be framed by structural “ribs”. The four above- ground floors will be used as offce space and for a covered technical facility centralising most of the installation systems serving the Campus.
• Levante II prison in Siete Aguas, Valencia, with a budget of 102.37 million of euros. The prison is to have 1,008 cells distributed across 10 residential modules, and 20 other buildings for various purposes, making for a combined total floor area of 130,000 m² and 60,000 m² of urban infrastructure work.
• Valladolid hospital, with an investment of 90.13 million of euros. The project involves designing and executing the renovation and enlargement of the Hospital Clínico Universitario de Valladolid. 79,000 m² of new floor area will be added, along with an underground car park, an industrial building, a new surgery ward, an outpatient Construction works delivered in 2011 in the building building and an access building. The existing construction area include: 55,000 m² building will be comprehensively renovated and refurbished. • Urban renovation of Plaza de la Encarnación, Seville, with an investment of 93.22 million of • Vila Franca de Xira hospital, Portugal, with euros. An 8,000 m² wooden structure built to a a budget of 76.06 million of euros of euros and unique world-class design has been put up to floor area of 69,293.24 m². The new hospital will cover the square and create a multiple-purpose be equipped with 280 beds, 844 parking spaces, venue, boasting a raised vantage point with views nine operating theatres and 33 surgery and of the city. The interior of the structure is home to consultation rooms. a traditional covered market and an archaeology museum. • Renovation and enlargement of the Sonangol Distribuidora head office building in Luanda, • Beiramar Auditorium and Conference Centre Angola, with a budget of 30.2 million of euros. The (Vigo), with a budget of 78.52 million of euros and renovated building will serve as the client’s head gross floor area of 45,000 m². Once the existing offce. industrial building had been demolished, a new WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 31
> Refurbishment of Gran Vía 4 building. Madrid
> Getafe Section 3 housing. Madrid
> Milenio square. Valladolid building comprising the conference centre (17,000 m2) – equipped with a 1,450 seat auditorium, a 500 seat multipurpose room, and six other event rooms of coupled with urban development work in the environs various sizes – a commercial area (4,500 m2) and an of Alférez Provisional and Cortes de Aragón streets. offce area (4,000 m2) were built, along with a separate building to be used as a 121 room hotel (8,000 m2). • Universidade E.B.C. Agostinho Neto library, second phase, Luanda, Angola, with a budget of • New hospital in Braga, Portugal, with an 41.61 million of euros. This construction project also investment of 56.76 million of euros and a capacity includes housing for teaching staff and students. of 704 beds. The gross floor area of 102,404 m² includes 2,194 parking spaces. • Luanda Medical Centre, Luanda (Angola), with an investment of 33.6 million of euros. Now • Local-line railway station on Avenida de Goya, completed, this building has 19 floors – two of them Zaragoza, to integrate the local railway network, with underground – of rental space for health services, a budget of 38.40 million of euros. A station building including clinics, imaging technologies, dentistry, etc. was built with a floor area of 1,176 m², along with a 160 There is a restaurant on the roof and the available m long trackbed, entry points and emergency exits, lettings include open spaces. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 32 ANNUAL REPORT 2011
INFRASTRUCTURE CONCESSIONS SACYR CONCESIONES
> M50 bypass. Dublín. Ireland The Sacyr Vallehermoso (SyV) Group’s infrastructure concessions business started up in 1996 when the Group was awarded its first concession in Chile: Tramo Los Vilos – La Serena de la Ruta 5. Since then, its portfolio has grown thanks to continuing success in both new contract awards and in acquisition and privatisation processes in Spain and abroad. Today, the SyV Group operates in the infrastructure concessions sector via its subsidiary Sacyr Concesiones.
At 31 December 2011, Sacyr Concesiones had a portfolio of 34 concessions in six countries, of which 22 are toll motorway concessions:16 in the EU (11 in Spain, 2 in Portugal, 2 in Ireland and 1 in Italy) and six in Latin America (4 in Chile and 2 in Costa Rica). It also holds 12 concessions for other assets, namely: 3 hospitals in Madrid, 3 hospitals in Portugal, 2 transport hubs in Madrid, 2 underground lines (one in Seville and one in Tenerife), one airport in Murcia and one motorway service area company. Of the 34 concessions, 10 are under development and 24 are in full or partial operation, including 15 motorways totalling 1,154 km, as set out in the following list: > Plaza Elíptica transport hub. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 33
Concession % Consolidation Concesión Section Total km Motorway Ownership Method Madrid - Levante Motorway AP-36 Ocaña-La Roda 40.00% Equity 177.0 Madrid accesses (R-3 and R-5) R-3 M-40 - Arganda del Rey 25.16% Equity 31.8 R-5 M-40 - Navalcarnero 25.16% Equity 28.9 M - 50 A-6 - M-409 25.16% Equity 29.6 Aunor C-415 Alcantarilla - Caravaca de la Cruz 51.00% Proportionate 62.2 Madrid South Motorway (R-4) R-4, M-50 R-4 (M-50 - Ocaña); M-50 (A-2 A-4) 35.00% Equity 93.5 Pamasa MA-15 Palma Mallorca - Manacor 40.00% Proportionate 43.7 AS-18, AS-18 (oviedo - Porceyo), AS-17 Viastur 70.00% Full 26.8 AS-17 (Lugones - Bobes) Alberique - Valdáliga - Guitriz - Neopistas EE:SS 100.00% Full n.a. Calzadilla de los Barros Plaza Eliptica transport hub Plaza Elíptica (Madrid) 51.00% Proportionate n.a. Parla Hospital Parla (Madrid) 100.00% Full n.a. Northeast Hospital Coslada (Madrid) 100.00% Full n.a. Eresma Motorway CL-601 Cuellar-Segovia 80.00% Full 49.2 Moncloa transport hub Moncloa (Madrid) 51.00% Proportionate n.a. Turia Motorway CV-35 Valencia - Losa del Obispo 45.39% Proportionate 54.0 Barbanza Motorway AG-11 Padrón - Ribeira 80.00% Full 40.1 Majadahonda Hospital Majadahonda (Madrid) 20.00% Equity n.a. Sun Motorways San José - Caldera (Costa Rica) 35.00% Proportionate 76.8 Seville metro Linea 1 Dos Hermanas-Aljarafe 32.77% Equity 18.1 Galway - Ballinasloe N-6 Doughiska - Tulrush (Irlanda) 45.00% Proportionate 56.0 Tenemetro España Metro ligero de Tenerife 4.20% Equity 14.4 M50 - Dublín M-50 Circunvalación Dublin (Ireland) 45.00% Proportionate 43.3 Brisal Portugal Autoestrada litoral centro 25.00% Equity 92.0 Guadalmedina Motorway AP-46 Málaga - Las Pedrizas 40.00% Equity 28.0 Braga Hospital Braga (Portugal) 51.00% Full n.a.
Vallenar-Caldera Motorway Norte de la Ruta 5 Vallenar-Caldera (Chile) 60.00% Proportionate 221.0 Total sacyr concesiones in operation 1,186.4 Arlanzón Motorway Santo Tomé del Puerto - Burgos 100.00% Full 146.0 San José/Aeropuerto - San Valley Motorway 35.00% Proportionate 65.8 Ramón (Costa Rica) Murcia airport Corvera (Murcia) 60.67% Full n.a. Tunel do Marao IP-4 Amarante - Vilareal (Portugal) 55.00% Full 29.8 Concepción -Cabrero Motorway Concepción - Cabrero 51.00% Proportionate 103.4 Link road into Iquique Iquique 51.00% Proportionate 78.4 Azores Hospital Azores (Portugal) 40.00% Proportionate n.a. Pedemontana-Veneta Vicenza - Treviso (Italia) 60.00% Full 95.0 Vila Franca Hospital Portugal Xira 51.00% Full n.a. Serena-Vallenar Motorway Chile Serena - Vallenar (Chile) 100.00% Full 187.0 Total Sacyr concesiones under development 705.4 Total Sacyr Concesiones 1,891.8 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 34 ANNUAL REPORT 2011
The assets are in their early years of concession sion term is 29 years, and the project breakdown and have the potential to create a great deal of is as follows: value in the future. The average remaining conces-
Years of remaining life
60 55 In operation 50 Construction 39 40 39 37 39 33 32 33 31 30 30 30 32 30 28 27 26 25 25 25 25 28 26 27 27 23 23 24 19 20 17 16 16 18 13 10 8
0
Turia Viastur Aunor PamasaEresma Neopistas Tenemetro Neopistas Metro Sevilla M50 - Dublin SMLN - BRISAL Vallenar-Caldera Tunel do Marao Hospital de Parla Autopistas del Sol Hospital de Braga HospitalAutopistas de Azores del Valle Autovía del BarbanzaHospital del Noreste PedemontanaAeropuerto Veneta de Murcia Autovía del Arlanzón Hospital de Vila Franca Intercambiador Moncloa N-6 Galway - Ballinasloe Autopista Guadalmedina Autopista Madrid Sur (R-4) Autopista Madrid - Levante Hospital de Majadahonda Intercambiador Plaza Elíptica Accesos de Madrid (R-3 y R-5) AutopistasAlternativas Concepción-Cabrero de acceso a Iquique
> Sun motorways. Costa Rica
Revenue backlog Operating concessions
The Sacyr Concesiones revenue backlog comes At 31 December 2011, Sacyr Concesiones had to 29,233 million of euros according to forecast a portfolio of 24 concessions in operation (15 toll earnings from each concession. motorways, with a combined length of 1,154 km, and a total of 1,186 km if the two underground train lines are included; four hospitals, with a total of 1,843 beds; two transport hubs, one service area management company; and two underground train lines):
párrafo repetido, hay que revisar redacción WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 35
% Consolidation Operating concessions Motorway Section Total km Ownership Method Madrid - Levante Motorway AP-36 Ocaña-La Roda 40.00% Participación 177.0 Madrid accesses (R-3 and R-5) R-3 M-40 - Arganda del Rey 25.16% Participación 31.8 R-5 M-40 - Navalcarnero 25.16% Participación 28.9 M - 50 A-6 - M-409 25.16% Participación 29.6 Aunor C-415 Alcantarilla - Caravaca de la Cruz 51.00% Global 62.2 Madrid South Motorway (R-4) R-4, M-50 R-4 (M-50 - Ocaña); M-50 (A-2 A-4) 35.00% Participación 93.5 Pamasa MA-15 Palma Mallorca - Manacor 40.00% Proporcional 43.7 Viastur AS-18 / AS-17 Oviedo - Gijón 70.00% Global 26.8 Alberique - Valdáliga - Guitriz - Neopistas EE:SS 100.00% Global n.a. Calzadilla de los Barros Plaza Eliptica transport hub Plaza Elíptica (Madrid) 51.00% Global n.a. Parla Hospital Parla (Madrid) 100.00% Global n.a. Northeast Hospital Coslada (Madrid) 100.00% Global n.a. Eresma Motorway CL-601 Cuellar-Segovia 80.00% Global 49.2 Moncloa transport hub Moncloa (Madrid) 51.00% Global n.a. Turia Motorway CV-35 Valencia - Losa del Obispo 45.39% Global 54.0 Barbanza Motorway AG-11 Padrón - Ribeira 80.00% Global 40.1 Majadahonda Hospital Majadahonda (Madrid) 20.00% Participación n.a. Sun Motorways San José - Caldera (Costa Rica) 35.00% Proporcional 76.8 Seville metro Línea 1 Dos Hermanas-Aljarafe 32.77% Participación 18.1 Galway - Ballinasloe N-6 Doughiska - Tulrush (Irlanda) 45.00% Proporcional 56.0 Tenemetro Metro ligero de Tenerife 4.20% Participación 14.4 M50 - Dublín M-50 Circunvalación Dublín (Irlanda) 45.00% Proporcional 43.3 Brisal Autoestrada litoral centro (Portugal) 25.00% Participación 92.0 Guadalmedina Motorway AP-46 Málaga – Las Pedrizas 40.00% Participación 28.0 Braga Hospital Braga (Portugal) 51.00% Global n.a. Vallenar-Caldera Motorway Norte Ruta 5 Vallenar – Caldera (Chile) 60.00% Proporcional 221.0 Total sacyr concesiones in operation 1,186.4
Concessions under development
At 31 December 2011 SyV had ten concessions Costa Rica and Chile. The concession in Chile under development. Of these assets, two are in will increase the total fgure managed by our Spain, three in Portugal, and one each in Italy, concessions by 705 km.
Concessions under % Consolidation Total Motorway Section development Ownership Method km Arlanzón Motorway Santo Tomé del Puerto - Burgos 100.00% Global 146.0 Valley Motorway San José/Aeropuerto - San Ramón (Costa Rica) 35.00% Prop 65.8 Murcia airport Corvera (Murcia) 60.00% Global n.a. Tunel do Marao IP-4 Amarante - Vilareal (Portugal) 55.00% Global 29.8 Concepción -Cabrero Motorway Cabrero – Concepción 51.00% Proporcional 103.4 Link road into Iquique Iquique 51.00% Proporcional 78.4 Azores Hospital Azores (Portugal) 40.00% n.a. Pedemontana-Veneta Vicenza - Treviso (Italia) 40.00% n.a. Vila Franca Hospital Portugal Xira 51.00% n.a. Serena-Vallenar Motorway Serena – Vallenar 100.00% Global 187.0 Total en construccion Sacyr Concesiones 705.4
Total Sacyr concesiones under development Total Sacyr Concesiones WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 36 ANNUAL REPORT 2011
BUSINESS SUMMARY
In 2011, the milestones in Sacyr Concesiones’ located in Chile’s First Region (Tarapacá), and will business were as follows: traverse the comunas, or municipalities, of Pozo Almonte, Alto Hospicio and Iquique. • In January, Sacyr Concesiones was awarded the concession to build, repair, maintain and operate • In May, the 705 bed Braga Hospital began the Concepción – Cabrero motorway in Chile, operating. involving an investment of 270 million of euros. The concession, located in the Bío Bío Region • In October, the 28.04 km Guadalmedina (the Eighth Region of Chile), intersecting Ruta 5, motorway opened. which crosses Chile from north to south. This 103 km motorway will link the cities of Concepción and • In November, the fnal stretch of the Vallenar- Cabrero. Caldera motorway began operating. The frst stretch (64.6 km long) opened in April, and the opening of • In January, Sacyr Concesiones was awarded the the fnal stretch has made the entire 221 km project concession to build, widen, upgrade, maintain and operational. operate a new motorway in Chile: : the Alternativas de Acceso a Iquique project, with an investment In 2011, the following financing and refinancing of 140 million of euros. The 78.4 km concession is transactions were concluded:
> Braga Hospital. Portugal WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 37
• In February, the fnancing of the €163 million in Lastly, the company entered into the following borrowings related to the Guadalmedina motorway corporate transactions: was concluded. • February 2011, the company sold 60% of Autopista • In July, the 61.4 million of euros in borrowings related del Guadalmedina and currently holds a 40% stake. to the Hospital de Parla was successfully refnanced. • In December, a 49% stake in the Concepción • In August, the 135.5 million of euros in borrowings Cabrero and the Alternativas de Accesos to Iquique related to the Arlanzón motorway was refnanced. motorways were sold for 120.7 million of euros and 56.5 million of euros, respectively. • In addition to the amount of 196 million of euros relating to the fnancing of the Concepción-Cabrero KEY FINANCIAL INDICATORS motorway. Income statement highlights were: • In October, fnancing of the 80 million of euros in borrowings for the Alternativas de Acceso a Iquique a) Revenue from companies: motorway was concluded.
Revenues (Miles of euros) (*)
2011 2010 Var. (%) Turia (*) 5,643 2,514 124.5% Aunor (*) 3,827 1,630 134.8% Viastur 6,578 6,247 5.3% Palma – Manacor 3,405 3,257 4.6% Barbanza 4,388 4,395 (0.2%) Eresma 5,735 5,323 7.7% Arlanzón 10,125 - - Neopistas 1,704 1,840 (7.4%) Moncloa Transport hub (*) 6,139 2,803 119.0% Plaza Elíptica Transport hub (*) 3,292 1,440 128.6% Gualdamedina - - - Parla Hospital 12,807 13,301 (3.7%) Northeast Hospital 13,703 14,273 (4.0%) Sacyr Concesiones 6,990 1,589 339.9% Murcia Airport Concession - - - Spain 84,336 58,611 43.9% Group Concessions Costa Rica 14,427 10,886 32.5% Group Concessions Irlanda 16,865 14,662 15.0% Group Concessions Portugal 28,069 9,125 207.6% Group Concessions Chile 8,389 463 1,710.0% TOTAL WITHOUT CONSTRUCTION REVENUES 152,086 93,747 62.2% Construction Revenues 421,140 440,178 (4.3%) TOTAL 573,226 533,925 7.4%
Note: Figures include revenue from of assets under construction, in accordance with accounting standard IFRIC 12. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 38 ANNUAL REPORT 2011
b) Key financial indicators
The key fnancial indicators for Sacyr Concesiones were as follows:
Sacyr Concesiones Financial Indicators (Miles de Euros)
2011 2010 Var. (%) Revenue 573,226 533,925 7.4% Ebitda 99,532 66,460 49.8% BDI (42,463) (39,200) (8.3%)
c) The key business benchmarks in terms of ave- or in terms of transport hub passenger traffc, were rage daily traffc intensity on each road or motorway, as follows:
IMD december
2011 2010 Var. (%) Turia 36,374 37,302 (2.5%) Aunor 11,076 11,814 (6.3%) Viastur 22,518 22,045 2.1%) Palma – Manacor 20,642 20,993 (1.7%) Barbanza 12,679 12,954 (2.1%) Eresma 6,906 6,573 5.1%) Arlanzón 22,672 22,954 (1.2%) Neopistas - - - Plaza Elíptica Transport hub - - - Plaza Elíptica Transport hub - - - Gualdamedina - - - Hospital de Parla - - - Hospital del Noroeste - - - Sacyr Concesiones - - - Murcia Airport Concession - - - Costa Rica Sun Motorway 26,818 18,908 41.8% Valley Motorway - - - Ireland N-6 Concessions Ltd 9,181 9,023 1.8% M50 Concessions Ltd 108,146 99,962 8.2% Portugal Autoestradas do Marao 13,718 12,692 8.1% Chili - Vallenar Caldera 4,599 - - WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 39
> Barbanza motorway. A Coruña
> Internacional airport of Region of Murcia > AP-46 toll
> Condequinto station. Seville underground WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 40 ANNUAL REPORT 2011
PROPERTY MANAGEMENT TESTA
Testa, a leader in its sector, boasts a portfolio of top-level, prime-location properties leased to large companies and major clients. This enables the company to maintain its long-standing and stable occupancy levels of around 100%.
The bulk of the Sacyr Vallehermoso Group’s property business currently comprises offces for rent in Barcelona, Madrid, Paris and Miami. The Group has an area of over 1.5 million m2 in operation.
In 2011, Testa reported revenue of 251 million of euros and Ebitda of 200 million of euros.
The rental portfolio stood at 2,636 million of euros, with underlying Ebitda of 2,082 million of euros and a margin of 79%.
KEY INDICATORS (Millions of euros)
2011 2010 Revenue 250.90 249.9 Ebitda 200.20 196.8 Net profit 72.50 61.1 Rental portfolio 2,431 2,585
Asset appraisal
Based on independent appraisals by CB Richard Ellis and Tasaciones Hipotecarias, at 31 December 2011 Testa’s assets were valued at €4,073 million, with unreali- sed capital gains of €1,163 million. Offces, with an overall valuation of €2,468 million, shopping centres, valued at €314 million, and hotels, at €451 million, occupy the top positions in the asset ranking.
> L’Oreal building, Josefa Valcárcel, 48. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 41
ASSET (Millions of euros)
2011 2010 Office 2,468 2,484 Shopping 314 307 Residential 295 294 Hotels 451 452 Industrial 124 131 Senior citizans’ homes 21 20 Others 38 39 Work in prtogress, plots and 362 378 TOTAL 4,073 4,105 UNREALISED 1,163 1,157
BUSINESS SUMMARY
Testa currently has 1,532,164 m2 in operation, of parking spaces (an additional 114,505 m2). The which 585,097 m2 correspond to offces. The company also manages similar assets owned company operates 13,071 parking spaces, 9,872 by property funds, totalling 785,897 m2, 8,449 of which are linked to offce buildings. housing units and 8,355 parking spaces.
Gescentesta, a shopping centre administration In addition, Testa owns ten hotels with a total of and management company, oversees 276,390 m2 1,605 rooms. These assets add a further 124,611 in shopping centres. m2 to the company’s portfolio. Testa’s hotels are four- and fve-star establishments and are leased In terms of housing rentals, Testa manages a total to the some of the best-known hotel chains. of 1,534 owned apartments and 1,338 owned
AREA BY PRODUCT (M2)
2011 2010 Housing 114,505 114,505 Office 585,097 585,097 Shopping 71,958 71,958 Industrial 210,430 210,430 Hotels 124,611 126,136 Senior citizens’ homes 9,429 9,429 Car parks 397,613 397,613 Mixed use 18,521 TOTAL 1,532,164 1,515,168 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 42 ANNUAL REPORT 2011
Revenue
Testa’s revenue amounted to 251 million of euros m2 at year-end 2010, owing to the incorporation at 31 December 2011. Ebitda totalled 200 million of of the Pazo de Congresos de Vigo in which Testa euros, placing the Ebitda/revenue margin at 79.8%. holds a 44.44% stake. This asset consists of a Occupancy stood at 95.5%. 14,475 m2 auditorium, a 121-room four-star hotel with an area of 8,184 m2, offices with 4,660 m2 of Leasable area at the end of the period stood at floor space, premises with more than 4,900 m2 of 1,532.2 thousand m2, up from the 1,515.2 thousand floor space and 325 parking spaces.
REVENUE BY PRODUCT (Millions of euros)
2011 2010
Housing 13.1 13.0
Office 165.9 164.6
Shopping 24.7 24.8
Industrial 9.9 11.0
Hotels 28.6 28.0
Senior citizens’ homes 1.8 1.8
Car parks 1.2 1.2
TOTAL 245.3 244.4
Services 5.6 5.5
TOTAL 250.9 249.9
RENTAL INCOME BY GEOGRAPHIC (Millions of euros)
2011 2010
Madrid 134.2 130.7
Cataloni 35.2 35.5
Andalusi 11.8 11.8
Baleare 8.6 8.8
Others 11.8 12.4
París (France) 30.9 30.5
Miami (EE.UU.) 12.8 14.7
TOTAL 245.3 244.4
Others 5.6 5.5
TOTAL 250.9 249.9 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 43
Rentals by product type
Shopping 10% Shopping 10% Industrial 4% Industrial 4% Hotels 11% Hotels 11% Senior citicens homes’ 1% Senior citizens Car parks 1% Office homes’1% Car parks 1% 66% Services 2% Services 2% Housing 5% Housing 5% Offce 66%
OCCUPANCY BY PRODUCT TYPE
% Ocup. m2 Office 96.3% 585,097 Shopping 95.8% 71,958 Hotels 100.0% 126,136 Housing 96.4% 114,505 Logistics centres 89.8% 210,430 Senior citizen’ homes 100.0% 9,429 Car parks 100.0% 397,613 TOTAL 95.5% 1,515,168
> Eurostars Gran Madrid Hotel WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 44 ANNUAL REPORT 2011
Offices
Testa has offces available for lease in the central (355,271 m2), Barcelona (105,979 m2), Paris and business districts of certain major cities. The Miami. majority of Testa’s offce space is in Madrid
Offices
m2 area m2 area Offices Parking spaces Parking spaces Building Ribera del Loira, 60 Edificio Endesa 54,849 1,253 Building Avenida del Partenón Campo de las Naciones 37,692 663 Building Avenida de Bruselas, 33 Edificio Indra 33,718 853
Princesa Complex Princesa Complex 33,668
Building Juan Esplandiú, 11 - 13 Edificio O'donnell 27,679 436 Parque Empresarial Ática Ática 7 23,395 502 Castellana 259 Torre SyV 21,390 631 Building Alcalá, 45 Alcalá, 45 18,655 40 Building Avenida de Bruselas, 24 Edificio Procter 9,163 243 Building Avenida de Bruselas, 26 Edificio Codere 8,895 214 Building Costa brava, 2 - 4 Raqueta 16,000 335 Building Castellana Castellana 83-85 15,055 271 Building Eucalipto, 25- 33 Los Jacintos 14,553 256 Building Príncipe de Vergara, 187 Príncipe de Vergara, 187 10,732 165 Building Pedro Valdivia, 10 Pedro Valdivia, 10 6,568 89 Building Juan de Mariana, 17 Juan de Mariana, 17 3,366 60 Building Josefa Valcarcel, 48 Josefa Valcarcel, 48 19,893 357 MADRID 355,271 6,368 Building Muntadas I Muntadas I 24,380 640 Building Avenida de Vilanova, 12-14 Edificios Endesa 16,494 94 Building Sant Cugat I Sant Cugat 15,374 219 Building Diagonal 605 Diagonal 605 14,795 217 Building Sant Cugat II 10 San Cugat 10,008 251 Building Avenida Diagonal, 514 Diagonal 514 9,721 76 Paseo Gracia, 56 Paseo Gracia 56 8,212 32 Building Muntadas II Muntadas II 3,783 82 BARCELONA 102,767 1,611 RESTO ESPAÑA 24,840 173 Tour Adriá Tour Adriá 53,841 615 PARIS (FRANCIA) 53,841 615 Brickell Ave. 1111 Brickell Ave. 1111 48,378 1,105 MIAMI (EE.UU.) 48,378 1,105 TOTAL 585,097 9,872 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 45
Shopping centres
Testa’s shopping centre portfolio comprises four centres are located in the best commercial areas centres, plus the premises owned by property of capitals and other growing cities. funds, which it also manages. All of the shopping
Shopping centres
Shopping centre Location M2 area Nº of premises
Porto Pi Palma de Mallorca 26.359 169
Larios Málaga 21.504 152
Princesa Complex Madrid 13.202 51
Oeste Center Madrid 10.893 66
TOTAL 71.958 438
Hotels Testa’s lease clients include some of the world’s well-located landmark buildings with prime top hotel chains. The hotels owned by Testa are in transport connections.
Hotels
Hotel City Chain M2 area Rooms Category
Eurostars Madrid Tower Madrid Hotusa 31,800 474 * * * * *
Eurostars Grand Marina Barcelona Hotusa 20,030 274 * * * * *
AC Forum Barcelona AC 13,768 184 * * * *
NH Sanvy Madrid NH 12,182 149 * * * *
Puerta Castilla Madrid Silken 13,180 262 * * * *
Tryp Barcelona Aeropuerto Barcelona Sol Meliá 10,125 205 * * * *
Tryp Oceanic Valencia Sol Meliá 9,308 197 * * * *
Tryp Alameda Málaga Sol Meliá 6,000 136 * * * *
Tryp Jerez Jerez Sol Meliá 4,637 98 * * * *
Eurostars Gran Madrid Madrid Hotusa 3,581 100 * * * *
TOTAL 124,611 2,079 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 46 ANNUAL REPORT 2011
Homes for the elderly
In view of the growing need for care services focuses on building homes for subsequent lease for the elderly, the outlook for this business line to a specialised operator, thus eliminating the is very good. Testa’s presence in this business management risk.
Homes for the elderly
Home City m2 area Rooms Beds
Faro de Hércules La Coruña 5,829 93 138
El Viso Madrid 3,600 95 119
TOTAL 9,429 188 257
Housing
New life is being breathed into the housing market by the Spanish government. Testa was the frst through recently unveiled plans to promote home private operator in Spain to create a specifc rentals, at both the state and the regional level, subsidiary for this segment, Testa Residencial. and by the economic and tax measures introduced
Housing
Property M2 area Parking spaces Housing Plaza Castilla 20,574 302 Valdebernardo 7,030 100 94 Conde Xiquena 17 1,664 14 15 Alcorcón 10,750 182 159 MADRID PRIVATE HOUSING 40,018 296 570 Pavones Este 7,574 115 104 Usera 11,958 148 148 Leganés 6,864 103 80 Móstoles I 5,620 109 104 Móstoles II 4,082 92 75 MADRID GOVERNMENT-SUBSIDISED HOUSING 32,016 475 436 Alameda de Osuna 9,318 95 95 SPECIAL PRIVATE HOUSING 9,318 95 95 Sta. María Benquerencia 10,327 103 103 TOLEDO PRIVATE HOUSING 10,327 103 103 Benta Berri 18,744 277 255 S. SEBASTIAN CONCESSIONS 18,744 277 255 TOTAL 114,505 1,338 1,534 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 47
Logistics centres
The logistics centres and industrial premises and particularly on the Henares corridor near business continued to boast a very high Madrid, continues to increase . Testa’s logistics occupancy rate, confrming this business’ positive centres comprise a total area of 210,430 m2 in outlook for Testa. Proftability in this segment, Barcelona, Zaragoza, Guadalajara and Coslada which focuses on the Madrid-Barcelona corridor (Madrid).
Logistics centres
Propertie Location m2 area
Logistic Center Cabanillas del Campo (Guadalajara) 70,134
Logistic Center Alovera (Guadalajara) 39,879
Logistic Center Coslada (Madrid) 35,934
Logistic Center Azuqueca de Henares (Guadalajara) 27,995
Logistic Center Pedrola (Zaragoza) 21,579
Logistic Center Lliça de Vall (Barcelona) 14,909
TOTAL 210,430
> Plaza de Castilla housing. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 48 ANNUAL REPORT 2011
SERVICES VALORIZA
> Ground maintenance in Guadalajara
Despite being a new business, Sacyr Vallehermoso’s • Multi-services (facilities management, industrial services arm is the fastest-growing division in the maintenance, servicing and maintenance of Group, thanks to the high level of activity in its four motorways, toll roads and roads, maintenance of business areas: dams and canals, service areas on motorways and toll roads, healthcare services and comprehensive • Environmental services (municipal hospital management) services, waste management, landscaping and environmental public works). • Energy (engineering projects, construction and management of biomass and combined cycle • Water services (integrated water cycle plants, energy effciency, solar power and the management, drinking water, desalination, development, construction and management of purifcation and reuse) wind farms) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 49
These activities create synergies with and recurring revenue. The different service businesses complement the Group’s traditional businesses, also help establish closer links with traditional in addition to generating high Ebitda margins and clients and foster new commercial relationships.
Key figures (Millions of euros)
2011 2010 % 11/10
Revenue 991.9 1,000.4 (0.8%) Ebitda 158.2 149.3 6.0% Net profit 35.4 42.8 (10.5%) Cash Flow 101.8 100.1 (1.1%) Revenue backlog 12,079.0 12,043.6 0.3%
Revenue Revenue backlog
The Sacyr Vallehermoso Group’s services division The company’s revenue backlog at 31 December was ended 2011 with revenue of 992 million of euros, 1% €12,102 million of euros. lower than in 2010. Attributable proft was 35.5 million of euros. The breakdown of revenue by activity was as follows: environmental services 32.9%, water services 25.9%, multi-services 23.7% and energy 17.5%. Ebitda rose 6% on 2010 to 158.2 million of euros, giving an Ebitda margin of 16%.
Revenue by activity
2011 Weight 2010 % 11/10
Environment 325,959 32.9% 300,944 8.3% Water 257,250 25.9% 298,285 (12.6%) Energy 173,237 17.5% 178,683 (3%) Multi-services 235,455 23.7% 226,488 4.0% Revenue by activities 991,901 1,000,402 (0.8%)
Revenue backlog by activity
2011 Peso relativo
Environment 2,690 22.3% Water 6,611 54.9% Energy 1,852 15.4% Multi-services 926 7.7% Revenue backlog by activities 12,079 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 50 ANNUAL REPORT 2011
BUSINESS SUMMARY
Valoriza Gestión is the parent company within the and batteries, treatment facilities for construction Sacyr Vallehermoso Group’s services division, and demolition debris, landfll gas removal, and providing general management services for this plants for biomethanation, incineration, and area. The Valoriza Group has demonstrated strong, waste-to-energy production, as well as facilities dynamic growth in recent years, underpinned by a to incinerate, compost, and thermally dry sludge corporate restructuring and the development of its from wastewater treatment plants. businesses. Regeneration: This area encompasses water a.- Environmental initiatives quality control, atmospheric control and recovery of landscapes and woodlands. The diffcult situation faced by local governments has led to a downturn in revenue from urban services, Contracts won in 2011 included the following: translating into fewer tenders and a decline in services rendered for city councils. The long-standing • Street cleaning and cleaning of internal nature of most contracts has improved the Ebitda areas in the municipality of Caldes de Montbui and proft-after-tax margins of most projects. The (Barcelona) for a total of 4.9 million of euros (four- greatest problem is the high degree of indebtedness year concession contract). of local governments and their diffculties with meeting their payment obligations. Attempts have • MSW collection and transport services in the been made to deal with these issues in two ways: area of Najerilla-Moncalvillo (La Rioja), for a by entering into contracts only with city councils that total of 2.7 million of euros (fve-year concession have a healthy fnancial situation, and by terminating contract). contracts that might entail problems stemming from defaults. • Operation of the composting and thermal sludge-drying plant using cogeneration in the Revenue in 2011 totalled 326 million of euros, with Canal de Isabel II in Loeches, for a total of 8.8 Ebitda at 52 million of euros, 20% higher than the million of euros (four-year concession contract). previous year, and after-tax proft at 12.7 million of euros, a 15% improvement on 2010. The works and services backlog came to 2,690 million of euros. In terms of international business, business activities are carried out in Portugal through Valoriza Servicios Medioambientales’ business HIDURBE, which engages in waste collection areas are as follows: and treatment, and VIVEROS DE FALCAO, which engages in landscaping services. In 2011, the frst Municipal services: Encompasses street bids for waste-treatment concessions were submitted cleaning concessions, collection of municipal in Croatia, Italy, Poland, France and Australia. solid waste (MSW) (including underground recycling containers), gardening and Revenues in Portugal totalled 6.7 million of euros in maintenance of green areas, parking-metre 2011. management and towing services. Given the present economic situation, a more selective b.- Water approach is being adopted in this business area. This business line encompasses two main felds of Waste treatment: This area operates substantial activities: engineering, development, construction, long-term concessions. It builds and operates maintenance and operation of all types of water-related plants to treat municipal solid waste, packaging, plants (drinking water and water purifcation plants, WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 51
> Valoriza, Infraestructures conservation desalination plants, tertiary treatments and recycling, owned subsidiary Sadyt, a leading player in the industrial waste water treatment, agricultural treatment, feld of desalination and water treatment. In 2011 it etc.) and the integrated management of the water continued its vigorous expansion both in Spain and cycle under public sector concessions or in the private internationally. sector. Revenue stood at 257 million of euros in 2011, with Ebitda of 40 million of euros. The following noteworthy contracts were won in 2011: These activities are carried out by Valoriza Agua in Spain and AGS in Portugal and Brazil, and serve a • Expansion of desalination plant in Perth (Australia) total over of three million people in the three countries. • Public works to expand the Sagra Alta wastewater treatment plant Amid the economic downturn, two thirds of the • Systematic and emergency leak detection services company’s revenue in 2011 was obtained outside of for the Canal de Isabel II supply network, area 1 Spain. • La Reguera wastewater treatment plant operation and maintenance Valoriza Agua is one of the leading water management • Torrejón wastewater treatment plant operation and companies in Spain with a portfolio of contracts, in maintenance Spain and abroad, worth more than 6,600 million of • Desalination plant for AngloAmerican Chile - euros. Noteworthy activities include integrated water Mantoverde cycle management in Santa Cruz de Tenerife through • Purifcation plant in Valle Guerra (Tenerife) the subsidiary Emmasa, as well as management of Emalsa, a company which offers integrated drinking water distribution in Las Palmas de Gran Canarias. Four additional water management contracts in Valoriza Agua also has a contract for integrated Melilla: water cycle management in Alcalá de Henares (Madrid) and the water supply concession for the • Gis de Melilla city of Guadalajara. In Portugal, AGS supplies 18 • Wastewater collection network cleaning municipalities, including Setúbal, Cascáis, Gondomar • Maintenance of reverse osmosis plants, rainwater co- and Barcelos. In Brazil, AGS has two concessions llection and water networks and ornamental fountains in São Paulo state. For project development and • New drinking water distribution network in the Reina execution, Valoriza Agua operates through its wholly Regente neighbourhood WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 52 ANNUAL REPORT 2011
The main water supply concessions are:
End-to-end water cycle concessions
Portfolio % End Population Concessionaire (millions Customers Hm3 VALORIZA of contract served of euros)€ EMALSA 33.00% 2,043 1,055 398,000 162,200 31.0 Las Palmas, Santa Brigida EMMASA 94.60% 2,031 1,567 223,200 70,200 22.0 Santa Cruz de Tenerife GUADALAGUA 60.00% 2,033 180 80,000 30,000 10.0 Guadalajara AGUAS DE ALCALÁ 25.00% 2,029 100 201,400 45,500 24.0 Alcalá de Henares ALMADEN 100.00% 2,028 20 6,300 3,840 0.4
SAN VICENTE DE LA BARQUERA 100.00% 2,024 13 4,650 3,934 0.6
PIOZ 60.00% 2,033 43 3,600 1,928 0.4
SPAIN 2,978 917,150 317,602 88.4 AGUAS DO SADO 40.00% 2,022 130 117,000 61,300 12.0 Setubal TRATAVE 40.00% 2,026 70 360,000 300 16.0 Guimaraes, Santo Tirso, Vila Nova AGUAS DA FIGUEIRA 40.00% 2,034 159 70,000 38,200 6.0 Figueira Da Foz AGUAS DE CASCAIS 43.00% 2,025 383 188,000 107,000 24.0 Chascáis AGUAS DE CARRAZEDA 75.00% 2,031 38 9,000 5,200 0.5 Carrazeda AGUAS DE GONDOMAR 42.96% 2,026 229 194,000 74,200 12.0 Gondomar AGUAS DE ALENQUER 40.00% 2,033 93 40,000 22,200 5.0 Alenquer AGS PAZOS DA FERREIRA 90.00% 2,034 366 53,000 7,100 1.0 Pazos Da Ferreira AGUAS DE BARCELOS 75.00% 2,034 721 155,000 40,000 4.0 Bracéelos AGUAS DO MARCO 50.80% 2,039 430 56,000 24,500 0.5 Marco do Canaveses TAVIRAVERDE 31.85% 2,026 76 22,000 27,000 3.4 Tavira AGUAS DA SERRA 100.00% 2,035 106 21,000 1 2.0 Covilha COVILHA 49.00% 2,033 250 55,000 27,000 4.5 Covilha FAGAR 32.83% 2,040 45 57,000 32,000 1.5 Faro PORTUGAL 3,096 1,397,000 466,001 92.4 AGUAS DE MANDAGUAHY 84.90% 2,021 27 103,000 1 5.4 Mandaguahy - SaO Paulo SANEAR 54.00% 2,015 3 329,000 1 13.4 Sao Paulo BRASIL 30 432,000 2 18.8
TOTAL 6,104 2,746,150 783,605 200 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 53
The most signifcant desalination projects Agua and its specialised subsidiary Sadyt have completed and in progress and in which Valoriza attained global recognition are as follows:
Desalination plants
1. RO ASHDOD (Israel) inverse osmosis 384,000 m³ 2. Construction, O&M, desalination plant (Perth) inverse osmosis 306,000 m³ 3. Aguilas desalination plant (Murcia) inverse osmosis 212,000 m³ 4. Teclem Hounaine (Algeria) inverse osmosis 200,000 m³ 5. La Abrera (Barcelona) electrodialysis reversal 200,000 m³ 6. Skikda (Algeria) inverse osmosis 100,000 m³ 7. Costa del Sol desalination plant (Fuengirola, Málaga) inverse osmosis 60,000 m³ 8. Cuevas de Almanzora irrigation partnership, Almería inverse osmosis 20,000 m³ 9. Mantoverde desalination plant (Chile) inverse osmosis 16,000 m³ 10. Bahía de Alcudia (Majorca) inverse osmosis 14,000 m³
> Honaine desalination plant. Algeria WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 54 ANNUAL REPORT 2011
> Cafestore service area in Hernani. Guipúzcoa
c. Multi-services cios Sociosanitarios (VSS), 52% of which is held by Valoriza Facilities and 48% by SEPIDES. Operating The companies in the multi-services unit include: within the scope of the Dependent Persons Law (Ley de Dependencia), VSS provides home assis- • Valoriza Facilities: The core business is facility tance services to the elderly and manages nursing management for buildings (cleaning, maintenance, homes. security, etc.). The central government’s PLAN 2000 ESE, which will In 2011, the company made a major effort to opti- involve competitive tenders to optimise the energy use mise contract management with a special focus on of around 2,000 public buildings over the next fve years, cash management. As a result, revenue growth was will require Valoriza Facilities to get ready to step up to somewhat slower than in previous years, standing the plate. at 137 million in 2011. However, the approach suc- To this end, Valoriza created a new energy services ceeded in boosting proft before tax by 5.5% to €7.4 business (ESE), which has been. million and in reducing borrowings. 100% of 2010 proft was distributed as dividends. The main contracts awarded to Valoriza Facilities in 2011 were: The selection of creditworthy clients has led to a reduction in the companies’ receivables. • Integrated Management of the “Las Fuentes” senior citizens’ home and day centre A standout this year was the investee Valoriza Servi- (Zaragoza) for the government of Aragón (13.5 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 55
models (tourism, professional and special promotion), hospitals (cafés, shops and catering) and urban transport hub (cafés and franchises). Cafestore ended 2011 with a total of 28 service areas in Spain, four petrol stations under management, and three hospitals in the autonomous community of Madrid. Cafestore’s service areas are located on the main traffc corridors of 11 autonomous communities. The company is Spain’s third-largest operator in this market,
Sales volume in 2011 was 4% higher than last year, reaching 30 million of euros. This was a considerable achievement given that 2011 was a particularly tough year for the hotel and restaurant industry.
In 2011, Cafestore began operating the following concessions:
Urban segment: • Burger King (franchise) at the Moncloa > Construction and demolitionwaste management service transport hub (Madrid) in Torrejón de Ardoz. Madrid • Cafestore Moncloa, cafeteria at the Moncloa transport hub (Madrid) million of euros, 10 year contract); • Home assistance service, Alava provincial Hospital segment: government 9.1 million of euros, two year • Cafeteria (outpatient hospital area) in addition contract); to the two existing cafeterias at the Hospital o Home assistance service, Albacete city Universitario Majadahonda – Puerta de Hierro government (7.7 million of euros, four year (Madrid) contract); • Cleaning services for the University of En route restaurant segment: Cordoba (5.2 million of euros, four year • Hernani service stations (both sides) on AP-8 contract); km 22 • Cleaning services for Hospital Nuestra • Reopening of the café in Ugaldebieta (Bilbao) Señora del Prado in Talavera de la Reina, (A-8 km 131), which was damaged in 2009 Toledo (3.8 million of euros, two year contract); • Cleaning of municipal buildings for the San In addition, in 2012, a service station will be Sebastián City Council (3.8 million of euros, opened in Mondragón (AP-1 km 18, both sides). two year contract); • Maintenance of Oviedo University’s facilities • Valoriza Conservación de €2.6 million of euros, two year contract); Infraestructuras, the SyV Group company • Bilbao City Council building maintenance specialising in maintaining and operating (4.2 million of euros). infrastructure. Since 2004, the company has gained market share and currently ranks • Cafestore provides restaurant and convenience among the six leading companies nationwide store services in three concession segments: en in terms of revenue, having risen seven route restaurant segment, following various business notches since it was founded. In 2011, the WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 56 ANNUAL REPORT 2011
company increased its foothold within the • For 2012, amid a complex economic Ministry of Public Works by winning four new situation in Spain, the company’s objective full-service contracts (one in Zamora and is to increase revenue by 8%, maintain Lérida and two in Jaén), bringing to eight the proftability, and increase its portfolio of number of its full-service road contracts with contracts while maintaining its cash levels. the Ministry of Public Works. In addition, it has renewed maintenance contracts with the Itinere concessions group and established a d.- Energy and industry presence in the port maintenance sector with the Bilbao Port Authority. Valoriza Energía is responsible for the energy and industrial construction activities of the SyV • Volume in 2011 was 64.4 million of euros Group, and focuses on developing, carrying out (including VAT), allowing the company to double and operating projects in these areas. Valoriza its portfolio and project a stable outlook for Energía and its subsidiary Iberese have completed coming years. more than 85 combined cycle power and renewable energies generation plants for private • Revenue for the year was 39 million of euros, sector clients, with a total installed capacity of for a 5% increase, and proft after tax was 2 over 900 MW. The company consistently applies million of euros, for a 32% increase, owing in the most innovative technical solutions available part to a less harsh year in terms of winter road and seeks out market niches. management services, sharply lower fnancial costs, effcient rotation of machinery and the Key achievements and contracts won in 2011 initiation of more proftable contracts. included:
• Ebitda also rose from 2 million of euros in 2010 • Thermal solar energy: Through its to 5.5 million of euros, for a 56% improvement. subsidiary Solucia, the Lebrija I thermal solar energy plant was brought on stream. • Billing management allowed the company to Construction of the plant was completed pay 698,000 euros in dividends in 2011 (with a in 2011. The certifcates of start-up and charge to 2010 profts) and to drastically reduce registration under the Special Regime were its bank borrowings and lend €11 million to the obtained in December. Iberese, a subsidiary of SyV Group on 31 December 2011. Valoriza Energía, built the power block, thermal fluid transmission units and utilities. • In 2011, Valoriza performed maintenance work on the equivalent of more than 4,500 km • Cogeneration: In 2011, Valoriza operated of roads, as well as on six dams, a mini hydro- six cogeneration plants for drying olive paste. plant, an irrigation canal network of over 100 km Through its subsidiaries, Valoriza Energía has and the Bilbao port. 117.4 MW of installed cogeneration capacity. Our plants now treat a total of 985,000 tons of • Special mention should be made of Valoriza’s olive paste. leadership in RTI projects, which has been a constant feature of the company for the last fve • Biomass: Valoriza now has three plants in years. The company’s most recent project is the operation which extract energy value from development of a snowplough simulator for 2.5 250,000 tonnes of biomass to achieve 33.7 million of euros. This year, the Geovial II project MW of power. was successfully completed, with a 2 million A further seven biomass plants in various parts of euros investment, in addition to the Parque of Spain are under development. project, also with a 2 million of euros investment. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 57
> Thermal solar plant in Lebrija. Jaén
• Wind power: Through its subsidiary, In 2011, Iberese completed the construction of Desarrollos Eólicos Extremeños, Valoriza has the Lebrija I thermal solar plant and brought it been allotted another 174 MW of wind power on stream. capacity in Extremadura, in addition to the 64 MW that had already been awarded and that are Also in 2011, Iberese started operating in now under development. the Oíl and Gas segment of the construction sector. • Iberese, a 100% owned subsidiary of Valoriza Iberese was shortlisted for tenders for work in Energía, is the Spanish leader in design, the Margarita gas felds in Bolivia and for work construction, and start-up of cogeneration to modernise the Pampilla refnery in Peru. and biomass plants, thermal plants, power infrastructure and industrial construction. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 58 ANNUAL REPORT 2011
COGENERATION PLANTS
Plant Capacity (Mw) Power generated Primary energy savings (mwh/year) (tep/year)
Las Villas (Villanueva del Arzobispo, Jaén) 24.9 200,000 13,400
Puente del Obispo (Puente del Obispo, Jaén) 24.9 200,000 6,700
Pata de Mulo (Puente Genil, Córdoba) 17.5 120,000 8,500
Olextra (Vilanueva de Algaidas, Málaga) 16.9 115,000 8,500
La Roda (Sevilla) 8.2 65,000 3,000
Linares (Linares, Jaén) 25.0 200,000 6,700
TOTAL 117.4 900,000 46,800
Valoriza Energía covers all aspects of the With regard to biomass applications and in biomass energy recovery process, from sourcing particular to power generation, Valoriza Energía resources to transport logistics, storage and is the majority shareholder and operator, via energy recovery. investees, of three biomass power plants:
BIOMASS PLANTS
Plant Capacity (Mw) Power generated Primary energy savings (mwh/year) (tep/year)
Extragol ( Villanueva de Algaidas, Málaga) 8.5 66,000 25,000
Biomasas de Puente Genil ( Córdoba ) 9.8 73,000 27,500
Bioeléctrica de Linares ( Linares, Jaén ) 15.0 112,000 25,500
TOTAL 33.3 251,000 78,000
Other activities
Sociedad Suardiaz Servicios Marítimos de Valoriza Energía and Iberese began their Barcelona, an investee of Valoriza Gestión, international expansion in 2011. They are currently operates two ships that carry and supply marine developing various proposals for power plant fuel and diesels. construction, oil and gas sector construction, and electricity infrastructure in various Latin American These ships are based at the ports of Barcelona countries. and Gijón, and cater to Repsol clients. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 59
> Puente del Obispo cogeneration plant. Jaén WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 60 ANNUAL REPORT 2011
PROPERTY DEVELOPMENT VALLEHERMOSO
> Cap Blau Residential. Mallorca. Baleares
Vallehermoso’s reputation in real-estate 100,000 residents, where there is a real demand development is backed by a solid 59 years of and a greater turnover of properties. Holiday homes experience. Over more than a half a century, the account for only 10% of Vallehermoso’s business, Sacyr Vallehermoso Group’s real-estate developer and are located in frmly established areas. has established itself not only as the most experienced company in the sector in Spain, but The Vallehermoso División Promoción (VDP) also as a market leader with a winning business development division builds its houses mainly model. This model sets Vallehermoso apart from its for the middle and mid-to-high socioeconomic competitors and keeps its business strong in spite segments. VDP also develops public housing, of the slowdown currently affecting the market. which accounts for 10% of its business.
Vallehermoso’s business activity is centred on Add to this strategy the skills, experience, the primary home market, mainly in cities of over and credentials of Vallehermoso’s team of WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 61
professionals, and the quality and market homes, with a value of 171.5 million of euros. In recognition of its name, it is easy to see how, 2011 the division booked total revenue of €179.60 despite unusually tough conditions, in 2011 million of euros, including land sales for 1.35 Vallehermoso delivered more than a third of the million of euros and services for 6.71 million of homes for sale at 1 January 2010, or a total of 577 euros.
Key FInancial indicators (Millions of euros)
2011 2010
Revenue 179.61 783.18
Net profit (92.89) (54.66)
Ebitda (52.76) (53.59)
Pre-sales portfolio 59 167
Vallehermoso has undertaken a major cost- since 2008 have achieved a 60% cost reduction containment drive, bringing down its costs by 27% over the past four years. in the past year. Drastic cutbacks put in place
Financial debt (Millions of euros)
2007 2008 2009 2010 2011 Developer borrowings 997 1,287 927 570 399
Land and other borrowings 2,272 1,508 805 782 931 TOTAL GROSS DEBT 3,268 2,795 1,732 1,352 1,330
Evolution debt
Developer borrowings 3,500 Land and other borrowings 3,000 Total debit 2,500
2,000
1,500
1,000
500
0 2007 2008 2009 2010 2011 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 62 ANNUAL REPORT 2011
Asset appraisal
According to an independent appraisal performed by to 2,183.7 million of euros (1,549 million of euros BNP Paribas Real Estate, the value of Vallehermoso’s corresponding to land and €634.6 million of euros real-estate assets at 31 December 2011 amounted corresponding to the remaining assets).
Vallehermoso asset value (Millions of euros)
2011 2010 Land 1,549 1,608 Finished work 563 728 Developments in progress 0 29 Other assets 72 73 Total 2,184 2,438 Unrealised gains 512 591
Vallehermoso’s land bank at 2011 year end was 7.572 million m2, equivalent to 17,847 homes. million m2, with a buildable area of 2.373
Land bank: planning permission status Geographical distribution of land Millions of euros (Buildable m2)
21% 28%
30% 38%
51% 32%
Land with general planning finally approved Land eligible for a building licence application South Centre North Land pending final approval of general planning
Land bank
2011 2010 %11/10 Amount (€ mn) 1,549 1,608 (4%) Total area (million m2) 7.2 7.7 (6%) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 AREAS OF ACTIVITY 63
Delivered housing (Units) Homes delivered (Units)
2,500 2,000 Portfolio 1,750 New sales 2,000 1,500 687 1,500 1,250 1,000
1,000 750
132 500 500 1,352 445 250 1,682 1,235 0 0 2010 2011 2010 2011
BUSINESS SUMMARY
Vallehermoso’s business activity is divided into three Aragón, Galicia, La Rioja, Navarra and Catalonia. geographical areas: • Centre: This area covers the Madrid region, • South: This area covers the regions of Andalusia, Castilla La Mancha, Canary Islands, Balearic Valencia and Murcia. Primary homes are clearly the Islands and Portugal. main target market, although a small secondary market has been opened up in the holiday homes segment, An at-a-glance view of the business activity of specifcally in high-quality, high-demand zones. Vallehermoso’s three regional areas is as follows:
• North: This Bilbao-centred area covers Castilla y León, the Basque Country, Cantabria, Asturias,
Geographical distribution Geographical distribution of product of delivered homes for sale (Millions of euros) (Nº of homes %)
17%
30% 39% 42%
44%
28%
South Centre North South Centre North WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 64 ANNUAL REPORT 2011
> New Repsol Head Quarters. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 65
05 GROUP HOLDINGS > Repsol WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 66 ANNUAL REPORT 2011
REPSOL
> New Repsol Head Quarters. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 GROUP HOLDINGS 67
In line with its diversifcation strategy and in view of Repsol is an international integrated oil and gas the high potential and strategic importance of the company with activities in over 30 countries. It is energy sector, in 2006 Sacyr Vallehermoso acquired one of the ten-largest private oil companies in the a signifcant interest in Repsol. As a result of this world and the largest private energy company in investment, which amounted to 6,525.5 million of Latin America in terms of assets. Its core business euros, Sacyr Vallehermoso became Repsol core is the extraction of oil and gas, transport, refning, shareholder, with a 20.01% stake. and the distribution of derivative products. Repsol YPF also has a strong foothold in the gas and In December 2011, the Group reduced its stake in electricity markets of Spain, Europe and Latin this investee to 10.01%, repaying a sizable portion America via its 30.1% holding in Gas Natural. of the associated loan, which now stands at 2,354 million of euros. This amount was refnanced by At year-end 2011, Repsol was trading at 23.74 euros the bank syndicate until December 2014, through a per share, making for a gain of 13.83% compared modifcation and renewal of the previous loan. with a 13.11% decline on the Ibex.
Annual subscription 2011
27 25
23 21
19 17 15 30/12/10 30/01/11 02/03/11 02/04/11 02/05/11 02/06/11 02/07/11 02/08/11 02/09/11 02/10/11 02/11/11 02/12/11
Results
Repsol’s net earnings in 2011 totalled 2,193 million of resources in Argentina’s Vaca Muerta deposit. euros. Stripping out extraordinary items, recurring The company strengthened its geographical net earnings stood at 2,173 million of euros. diversifcation with the acquisition of stakes in blocks in Colombia, Ireland, Norway, Portugal, the The success of Repsol’s exploration activities led United States (including Alaska) and Russia. to a record increase in the gas and oil reserve In a setting characterised by low international recovery rate of 131% for the Group (162% in the margins on refning, the start-up of the new refnery upstream business and 112% in YPF). units in Cartagena and Bilbao is a milestone that will allow Repsol to improve the margin of its Repsol made new discoveries such as the large refning business by between 2 and 3 dollars per fnds in Brazil and the discovery of tight and shale barrel. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 68 ANNUAL REPORT 2011
> Príncipe de Vergara 187 building. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 69
06 FINANCIAL COMMUNITY WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 70 ANNUAL REPORT 2011
FINANCIAL COMMUNITY
> Madrid Río project detail
At 31 December 2011 the share capital of Sacyr On 31 March 2011, an issue of bonds convertible into Vallehermoso, S.A. was represented by 422,598,452 and exchangeable for newly issued ordinary shares shares of €1 par value each, fully subscribed and or outstanding shares, on which preemptive rights paid. All shares have the same voting and proft- were waived, was carried out for a nominal amount sharing rights. of €200 million, through the issue and subscription of 4,000 bonds with a par value of €50,000 each, On 4 January 2011, the Spanish National Securities maturing on 1 May 2016. The bonds will earn an Market Commission (Comisión Nacional del annual nominal fxed interest rate, payable on a Mercado de Valores) verifed that the requirements quarterly basis, of 6.50%. The initial conversion price and conditions governing the admission to trading was set at €10.61 (although it was subsequently of the Company’s 89,184,845 new shares, with a par adjusted to €10.30 as a result of the bonus share value of one euro (€1) each, had been met. Effective issue). The subscription and payment of the bonds trading of these shares took place on 6 January. took place on 12 April; the bonds were admitted to trading on the same date on the unregulated On 25 February 2011, payment was made and a organised secondary market (Freiverkehr) of the deed was executed to increase the capital of Sacyr Frankfurt Stock Exchange. Vallehermoso in the amount of €96,101,220, whereby 16,016,870 shares were issued, each having a par On 3 June, the Board of Directors of Sacyr value of one euro. Under the terms of the rights issue Vallehermoso, in execution of the resolutions each shareholder had a preemptive right to buy 2 adopted by the General Shareholders’ Meeting of new shares for every 49 existing shares already held. 19 June 2011, agreed on a capital increase with a New shares were issued at a par value of €1.00 plus charge to restricted reserves for a total amount of an issue premium of €5.00 per share, resulting in an €12,429,366, through the issue of 12,429,366 ordinary issue price of €6.00 per share. The rights issue was shares with a par value of one euro each. The new fully subscribed, and the new shares started to trade shares began trading on 11 July 2011. on 3 March 2011. The table below shows the share capital of the WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL COMMUNITY 71
Company at the reporting date for the past two As in 2010, 2011 was a year of pervasive and years. continuing global economic downturn, and this was also true of the stock markets. Spain’s leading CAPITAL (Euros) index, the Ibex 35, shed 13.11%. and stopped
Share capital Nº of shares just short of the 9,000 mark, ending the year at 8,566.3. 2011 422,598,452 422,598,452 2010 394,152,216 394,152,216 Greece’s fnancial woes, the sovereign debt crisis and myriad other factors put the euro to the test At 31 December 2011, Sacyr Vallehermoso’s and took a toll on economies such as Spain, market capitalisation stood at €1,677.7 million. which was dealt a severe blow by these as well as The market performance of SyV’s shares on the domestic issues. electronic trading system, which was clearly affected by the current Spanish and global Other European stock markets also clearly economic situation, was as follows: declined: the Euro Stoxx 50 lost 8.90%, the German Dax fell by 14.69%, the French CAC by 16.95%, the UK FTSE by 6.68%, and the Nikkei by SHARE PRICE IN 2011 17.34%, while only the Dow Jones gained, climbing No of listed shares 422,598,452 5.60%. Trading volume (thousands of euros) 2,970,128 Trading days 257 Against this backdrop, Sacyr Vallehermoso’s Closing price 2010 (euros) 4,75 share price performed well in the frst third of the Closing price 2011 (euros) 3,97 year before dropping sharply in the remaining High (on 08.04.11) (euros) 9,59 months, characterised by volatility and news on Low (on 29.12.11) (euros) 3,75 developments in Europe. Average weighted share price (euros) 6,15 Average daily trading vol. (no. of shares) 1,879,973 Liquidity (shares traded/capital) 1.14
Share price in 2011 (Euros)
10
8
6
4
2
0 January February March April May June July August September October November December WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 72 ANNUAL REPORT 2011
Concomitantly, trading volume of the Group’s Trends in hiring (Thousands of euros) shares was 2,970.1 million of euros in 2011, with a daily volume of 1,879.9 million of euros securities 3,000,000 traded, compared with 1,766.9 million of euros in 2010. 2,500,000
2,000,000
1,500,000
1,000,000
500,000 2,204,654 2,970,128 0 2010 2011
VolUMES 2011. NUMBER OF TITLES
80,000,000
70,000,000 60,305,981 60,000,000 52,776,520 51,168,001 51,762,862 50,000,000 42,260,724 41,265,942
40,000,000 37,019,321 36,043,150 33,680,415
30,000,000 29,487,154 25,551,989 21,831,188 20,000,000
10,000,000
0
April May June July March August January February October September November December
STOCK MARKET INFORMATION
STOCK MARKET INFORMATION 2011 2010 % 11/10 Share price (euros) High 9.59 9.40 2.02% Low 3.75 3.44 9.01% Average 6.15 4.87 26.28% Annual close 3.97 4.75 (16.42%) Average daily trading vol. (no. of shares) 1,879,973 1,766,941 6.40% Annual trading volume (thousands of euros) 2,970,128 2,204,654 34.72% No. (listed) shares at year end 422,598,452 304,967,371 38.57% Market capitalisation (thousands of euros) 1,677,716 1,448,595 15.82% Weighting on IGBM (%) 0.24 0.19 26.32% Price/carrying amount 0.66 0.38 72.30% Dividend per share (euros/shares) 0.10 0.00
Dividend yield (%) 2.52 0.00 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL COMMUNITY 73
Dividends
On 24 May 2011, and interim dividend against 2011 fnancial position and the result of its operations, proft, in the amount of €0.1 per share, was paid. and that it is submitted in compliance with the deadlines and other requirements established DIVIDEND PER SHARE (Euros) in applicable regulations, with general market principles and with the good governance principles 2011 the company has assumed. Dividend per share 0.10 Number of shares (24/05/2011) 410,169,086 Lastly, highlights of the company’s performance, its fnancial and economic results, developments in its Number of treasury shares 1,738,901 business divisions, and stock market performance, TOTAL CASH 40,843,019 among other issues, are published in the quarterly Shareholder’s Bulletin, “En Contacto”. The bulletin Shareholder and investor relations is freely available to the public on the company’s website, and can also be delivered through a The Sacyr Vallehermoso Group continually strives regular e-mail subscription service. to ensure ongoing and constructive contact with shareholders and investors in general, as well as transparency as regards the Company’s Analysts and share performance coverage performance and future plans. At year-end 2011, 21 analysis and research frms Through the Investor Relations Department, were actively following the share, and another two which forms part of the Finance and Corporate were reviewing their valuation of it. Eighty-three Development Directorate General, the Group per cent of analysts issued “buy”, “overweight”, or maintains ongoing dialogue with analysts and “hold” ratings, and only 17% made “underweight” investors and fluid communication with its minority or “sell” recommendations. The prevailing view in shareholder. the research community was that the SyV share was highly likely to rise, having a 80% upside in The “Shareholders and Investors” section of our comparison with its peers and the Ibex 35. website (www.gruposyv.com) provides updated information on all key corporate and fnancial developments and on the company’s performance. All information is updated as soon as it becomes public, in both Spanish and English.
• Shareholder hotline: 902.196.360
• Website: www.gruposyv.com
• E-mail [email protected]
One of the guiding principles underlying SyV Group policy is transparency of information. In particular, the Group ensures that information reported to shareholders, to the markets where its shares are listed and to the bodies regulating these markets is true and complete, that it accurately reflects its > Building at Pedro de Valdivia, 10. Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 74 ANNUAL REPORT 2011
> Palermo junction , Brancaccio roundabout. Sicilia WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 75
07 FINANCIAL PERFORMANCE > Income statement
> Consolidated balance sheet WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 76 ANNUAL REPORT 2011
INCOME STATEMENT
> High Speed Line station in Logroño
CONSOLIDATED INCOME STATEMENT (Thousands of euros)
December Chg. % 2011 2010 11/10 Revenue 3,949,430 4,820,443 (18.1%) Other income 298,784 295,643 1.1% Total operating income 4,248,213 5,116,086 (17.0%) External and operating expenses (3,714,783) (4,544,530) (18.3%) GROSS OPERATING PROFIT 533,430 571,557 (6.7%) Depreciation and amortisation (206,485) (164,365) 25.6% Trade provisions (106,105) (13,684) 675.4% NET OPERATING PROFIT 220,840 393,507 (43.9%) Net finance income/(costs) (540,282) (477,353) (13.2%) Gains/Losses on exchange differences 508 3,096 (83.6%) Share of profit/(loss) from companies accounted for using the equity method (671,931) 273,629 n.s. Provisions for fnancial investments (25,962) (2,326) n.s. Change in value of fnancial instruments at fair value through proft or loss 232 21 n.s. Gain/Losses on disposal of non-current assets (1,124,955) (2,226) n.s. Profit/(loss) before tax (2,141,552) 188,348 n.s. Income tax expense 539,425 30,150 n.s. PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (1,602,127) 218,498 n.s. PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS 0 (7,960) n.s. PROFIT/(LOSS) FOR THE YEAR (1,602,127) 210,538 n.s. Attributable to minority interests (2,004) (6,124) (67.3%) NET ATTRIBUTABLE PROFIT (1,604,131) 204,414 n.s. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 77
SyV’s 2011 results confrm strong Ebitda • The write-off, in keeping with criteria of generation by the Group’s business, underpinned prudence, of the entire carrying amount of by effcient management of costs and investments certain concession assets (the Madrid-Levante and endeavours to reduce corporate debt. motorway and the Madrid radial roads) after changes in the assumptions made in their Although the economic downturn undermined valuation. The impairment also had no impact revenue, the company delivered a positive on cash flow, but detracted €445 million from operating performance, with an increase in the net proft. Ebitda margin to 13.5% from 11.9% in 2010. Ebitda in the year amounted to €533 million, a decline • The one-off recognition of working capital of just 6.7%, compared with the 18.1% drop in provisions and fair-value adjustments for a net revenue. This was achieved thanks to Ebitda €-117 million. growth in Services (+6%) and Concessions (+49%), stability in the Rental Property business These three factors, coupled with Repsol’s (+2%) and a more normal performance in negative contribution to SyV’s bottom line of Residential Development (+2%). €208 million – for the impairment loss recognised in order not to increase the carrying amount of Net proft in 2011 was hit by three major the investment – explain why SyV showed a net accounting impacts: attributable loss of €1,604 million in 2011. Recurring operating proft totalled €106 million. • The partial disposal of the investment in Repsol (10%) in December, reducing the stake to 10.01%. This sale generated a capital loss • The backlog remains high because of the of€940 million due to the difference between Group’s intense tendering activity and the the selling price and the carrying amount of increasing internationalisation of its businesses the investment, with no impact on cash. (62% of the backlog is abroad). WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 78 ANNUAL REPORT 2011
REVENUE
Consolidated revenue in 2011 totalled €3,949 construction, although the decline in construction million. was offset by increased activity abroad.
This was 18.1% lower than in 2010 owing to The breakdown of revenue by business area is as the downturn in residential development and follows:
REVENUE (Thousands of euros)
December % Chg 2011 2010 11/10 Construction (Sacyr - Somague) 2,438,782 2,819,170 (13.5%) Services (Valoriza) 991,901 1,000,402 (0.8%) Residential Development (Vallehermoso) 179,606 783,180 (77.1%) Rental Property (Testa) 250,902 249,911 0.4% Concessions (Sacyr Concesiones) 573,226 533,925 7.4%
Holding and adjustments (484,987) (566,144)
REVENUE 3,949,430 4,820,443 (18.1%) International revenue 1,472,122 1,501,806 (2.0%)
• Revenue from the Construction business • The total value of property transfer deeds amounted to €2,439 million in 2011, with signed in the Residential Development business international revenue representing 49%. The in the year was €180 million, with 577 homes slowdown in domestic construction led to a delivered. decrease in revenue compared to the previous year. The construction backlog at 31 December • Revenue in the Concessions business 2011 stood at €6,681 million, of which 77% included two components: concession revenue relates to projects abroad, guaranteeing the and accounting income from construction. future development of this area. Concession revenue soared 62.1% in 2011, driven by two factors: • As for Services revenue, the strong pace of growth seen in previous periods continued in - The healthy performance of concessions and 2011 although the comparison with 2010 is the opening of some that were under construction distorted by a large one-off impact from the in 2010; the M-50 motorway in Ireland; the timetable of water projects resulting from the Vallenar-Caldera motorway; Braga hospital; and conclusion in 2011 of the frst phase of the Perth revenue contributed from the Arlanzón motorway. desalination plant. This effect will be corrected The Málaga-Las Pedrizas motorway, which in coming quarters by the contribution of opened at the end of 2011, will begin to contribute revenue from the desalination plant in Israel and to revenue in 2012. the recently awarded expansion of the Perth plant. Revenue from the Environmental and - In 2010, the four concessions in which Eiser Multi-services businesses grew by 8% and 4%, holds a 49% stake did not contribute revenue respectively. from January to June, as they were recognised as assets held for sale. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 79
• Revenue from the Rental Property business EBITDA amounted to €251 million, in line with the 2010 fgure, underlining the stability and recurrent The Group’s cost-containment efforts resulted in a nature of this revenue. Of the total, €245 million 13.5% Ebitda margin. This is 1.6pp higher than the related to rental income from investment 11.9% seen at December 2010, raising the Group’s properties in operation and the remaining €6 Ebitda to €533 million. The most noteworthy million to property management services and developments were as follows: other income.
REVENUE (Thousands of euros)
December % Chg 2011 2010 11/10 Spain 2,477,308 3,318,637 (25.4%) International 1,472,122 1,501,806 (2.0%) REVENUE 3,949,430 4,820,443 (18.1%)
% International 37% 31%
INTERNATIONAL ACTIVITY
Revenue from International Activity represented • Healthy 6% increase in Ebitda in the Services 37% of the SyV Group’s total revenue in 2011 business. 16% Ebitda margin at Valoriza, up from and included projects in, inter alia, Panama, Italy, 14.9% in 2010. Chile, Ireland, Australia, Angola and Cape Verde. This percentage will continue to increase in the • Ebitda growth in the Concessions business, with future given the large international component of an Ebitda margin of 65%. the backlog. International revenues were broadly unchanged in 2011 from the year before, as high- • Steady Ebitda margin in the Rental Property business impact projects were delivered in 2010; however, in at 80%, up on levels at year-end 2010. 2012 growth will tend to increase as projects in the pipeline begin to contribute to revenue.
By geographical area, 33% of international revenue was generated in Portugal; 16% in Angola (construction work carried out by Somague and services rendered by Valoriza); 16% in Italy (construction work carried out by SIS); 12% in Panama (expansion work on the Canal); 8% in Chile (construction for the concessions awarded); and 2% in Australia (generated by Valoriza Water). The remaining 13% relates mainly to activity in Ireland, Costa Rica, Cape Verde and Brazil, and to the rental of properties run by Testa in USA and France. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 80 ANNUAL REPORT 2011
GROSS OPERATING INCOME (Ebitda) (Thousands of euros)
December % Chg 2011 2010 11/10 Construction (Sacyr - Somague) 141,026 170,687 (17.4%) Services (Valoriza) 158,227 149,300 6.0% Residential Development (Vallehermoso) (52,757) (53,591) 1.6% Rental Property (Testa) 200,206 196,758 1.8% Concessions (Sacyr Concesiones) 99,532 66,461 49.8% Holding and adjustments (12,804) 41,942 n.s. GROSS OPERATING INCOME 533,430 571,557 (6.7%)
EBITDA margin (%) 13.5% 11.9%
Provisions
At the end of 2011, in keeping with criteria of Madrid following a review of traffc estimates and prudence, the Group recognised trade provisions the fnancial performances of these companies. The to cover future contingencies for a total amount of impairment charge was €599 million before tax, with €106 million, compared to €14 million in 2010. an impact on net proft of €445 million.
FINANCIAL RESULTS GAINS (LOSSES) ON DISPOSAL OF ASSETS
Higher interest rates, benchmark margins and fees In December 2011, Sacyr Vallehermoso sold 122 inherent to the refnancing of credit facilities drove million Repsol shares – equivalent to a 10% stake – for net fnance expense up 13.2% to €540 million in a price of €21.066/share. Proceeds from the disposal 2011 from €477 million in 2010. The average interest were used to repay part of the original loan taken out rate on debt rose from 3.81% in 2010 to 4.36% in to acquire the interest. 2011. As the selling price of the shares was below their carrying amount, a pre-tax loss of €1,118 million was SHARE OF PROFIT/(LOSS) FROM recognised, with an impact on net proft of €940 COMPANIES ACCOUNTED FOR USING THE million. EQUITY METHOD
At 31 December 2011, the SyV Group recognised REVENUE BACKLOG income of €1.1 million from its interest in Repsol. For accounting purposes, income from the equity The revenue backlog at 31 December 2011 consolidation of the interest in Repsol (20.01% of stood at €50,483 million, comprising mostly Repsol’s net proft of €2,193 million; i.e., €439 million) recurring activities: the concessions and services was decreased by €438 million to bring the carrying businesses, with a large construction backlog also amount of the interest into line with its value in use. from international contract wins. Sacyr Concesiones accounted for 58% and Valoriza for 24% of the Also included under this item of the income total. Implied operating income from the backlog statement is the write-off of the entire values of amounts to €23,480 million. Autopista AP 36 Madrid-Levante and Radiales de WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 81
Backlog (Thousands of euros)
December 2011 Revenue % Ebitda(1) Ebitda Sacyr – Somague (construction backlog) 6,680,721 5.8% 386,323
Vallehermoso (pre-sales) 59,314
Sacyr Concesiones (revenue backlog) 29,233,010 65.4% 19,131,378 Testa (leases backlog) 2,431,476 79.8% 1,940,187 Valoriza (services backlog) 12,078,834 16.7% 2,021,881 BACKLOG 50,483,355 46.5% 23,479,768
EBITDA margin at 31 December 2011. Weighted average margins from activities for Valoriza..
INTERNATIONAL BACKLOG
BACKLOG (Thousands of euros)
December % Chg 2011 2010* 11/10 TOTAL 50,483,355 49,845,047 1.3% Abroad 31,215,753 29,472,961 5.9% Spain 19,267,602 20,372,086 (5.4%) * Adjusted for changes in consolidation scope
International activities represented 62% of the total generated by the Group’s concessions in Chile, Italy, backlog. Costa Rica, Portugal and Ireland. • International activities also accounted for 77% of the construction backlog; this was due to intensive • Valoriza’s international backlog continues to grow, public tendering activity outside of Spain and con- and stands at 33% of this division’s total backlog, tract wins in Chile, Italy, Panama, Israel, Angola and with operations in Israel, Algeria, Australia, Brazil, Cape Verde, among other countries. Portugal and other countries, and consists mainly of water-related projects. • In the Concessions business, the international backlog also represents 74% of the total and was
Portfolio 2011 Portfolio 2010
Spain Abroad Spain 38% 59% 41% Abroad 62% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 82 ANNUAL REPORT 2011
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET (Thousands of euros)
December Chg. % 2011 2010 11/10 Non-current assets 10,795,321 14,588,093 (3,792,771) Intangible assets 14,982 16,050 (1,068) Investment properties 2,623,606 2,654,463 (30,857) Concession projects 1,594,395 1,646,451 (52,056) Property, plant and equipment 604,369 624,704 (20,335) Financial assets 5,800,562 9,461,712 (3,661,150) Other non-current assets 13,217 18,563 (5,346) Goodwill 144,190 166,149 (21,959) Current assets 5,915,025 6,525,002 (609,979) Non-current assets held for sale 319,793 311,702 8,091 Inventories 2,322,000 2,510,577 (188,577) Trade and other receivables 2,423,712 2,366,160 57,551 Financial assets 265,100 552,849 (287,749) Cash and cash equivalents 584,420 783,715 (199,295) TOTAL ASSETS/LIABILITIES 16,710,346 21,113,095 (4,402,750)
Equity 2,548,281 3,791,159 (1,242,872) Shareholders' equity 2,500,929 3,710,404 (1,209,475) Minority interests 47,352 80,749 (33,397) Non-current liabilities 8,295,615 5,622,580 2,673,035 Bank borrowings 7,265,169 4,482,355 2,782,814 Financial instruments at fair value through proft or loss 241,295 138,354 102,942 Provisions 156,791 123,683 33,109 Other non-current liabilities 632,359 878,189 (245,830) Current liabilities 5,866,450 11,699,362 (5,832,906) Liabilities directly associated with assets classifed as held for sale 0 0 0 Bank borrowings 2,314,971 7,760,183 (5,445,212) Financial instruments at fair value through proft or loss 17,086 130,089 (113,003) Trade payables 2,810,872 2,940,305 (129,426) Operating provisions 203,007 187,148 15,859) Other current liabilities 520,514 681,638 (161,124) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 83
> AS-18. Viastur
BALANCE SHEET HIGHLIGHTS
The main changes were in “Bank borrowings”, •“Property, plant and equipment” amounted to which decreased due to the partial repayment a net €604 million and includes investments in of the syndicated loan arranged to acquire the power generation and cogeneration plants, water investment in Repsol, and “Non-current fnancial and sewage networks, and other service-related assets”, which reflects the disposal of 10% of products, in addition to machinery, plant and other Repsol, reducing the company’s interest to 10.01%. assets. Accumulated depreciation in the year amounted to 491 million of euros.
NON-CURRENT ASSETS •“Financial assets” includes investments in associates amounting to €3,617 million, mainly in •“Investment properties” includes €2,624 million Repsol YPF and in Sacyr Concesiones’ concession of leased properties, mainly related to the Rental companies. The item also includes a 1,024 million Property business. of euros non-current receivable on concession assets resulting from the application of IFRIC 12. In •The SyV Group has investments in concession addition, this item includes €880 million of deferred projects in operation (primarily motorways) of 1,119 tax assets. million of euros, net of accumulated depreciation, and €476 million in projects under development. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 84 ANNUAL REPORT 2011
CURRENT ASSETS
“Current assets” at 31 December 2011 totalled 96 million, through the issue of 16 million shares €5,915 million, of which €320 million relate to with an issue price of€6.0 each. Subsequently, the “Non-current assets classifed as held for sale” Group held a bonus share issue, by virtue of which (including the SyV Group’s 15.5% stake in Itínere). 1 new share was issued for every 33 shares held. The most signifcant current asset items are As a result of these transactions, share capital “Inventories” (€2,322 million), which mainly relate at 31 December 2011 consisted of 422.6 million to Vallehermoso’s development business, and shares, with a par value of 1 each receivables (€2,424 million). The reduction in “Inventories” in 2011 was due to the disposals carried out and the slower pace of additions of FINANACIAL DEBT residential properties to the backlog. The Sacyr Vallehermoso Group’s net borrowings at 31 December 2011 stood at €8,831 million, broken EQUITY down as follows
Total equity at 31 December 2011 stood at €2,548 Corporate debt: million, of which 98% (€2,501 million) is attributable to equity holders of SyV and €47 million to minority At 31 December 2011, consolidated net corporate interests in the Group. debt amounted to €322 million, 22% lower than the 414 million at 31 December 2010. Following the success of the €401 million capital increase in December 2010 at €4.5 per share, a second capital increase was carried out in 2011 for
NET BORROWINGS (Millions of euros)
Type of debt December 2011 Structured Corporate Project finance finance* debt Testa 2,413 2,413
Sacyr Concesiones 1,375 1,375
Vallehermoso 1,301 1,301
Sacyr + Somague 157 55 102
Valoriza 466 296 170
Repsol YPF 2,354 2,354
Ownership interest in Itínere 257 257 Corporate 322 322 SUBTOTAL 8,645 4,139 4,184 322
Convertible bonds 186
TOTAL NET BORROWINGS 8,831
* Project Finance, mortgages and leasing WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 FINANCIAL PERFORMANCE 85
Capital-intensive businesses: • Repsol:
• Debt used to fnance infrastructure • The balance of the bank loan used to concessions stood at €1,375 million. This fnance the investment in Repsol YPF stood consists of debt related to project fnancing at €2,424 million at 31 December. As indicated guaranteed with the cash flows generated by previously, part of this loan was repaid with the concessions. In 2011, fnancing of €135 proceeds from the sale of a 10% stake in million was arranged with Lloyds Bank, KfW Repsol. The remainder was refnanced through and the European Investment Bank (EIB) to the modifcation and renewal of the original conclude the work on the Arlanzón motorway loan. The new loan terms include an interest awarded under the frst-generation motorway rate of Euribor + 350bp and maturity in 2015. reform programme. In addition, the Chilean Dividends received from Repsol are used to company Corpbanca arranged fnancing for a service this debt.. total amount of €276 million for two motorway contracts won in Chile: link roads into Iquique • Other: and the Concepción-Cabrero motorway. • Structured debt in other businesses mainly • Debt in the Rental Property business; i.e., relates to fnancing of environmental projects mortgage loans and leases, stood at €2,413 and concessions at Valoriza. million. This debt is used to fnance rental properties in operation or under construction, • Lastly, debt associated with the SyV’s which at 31 December 2011 were appraised Group’s holding in Itínere amounts to €257 by an independent expert at €4,073 million. The million and will be repaid with proceeds from debt of the rental property business is serviced the sale of the stake. with the cash flows generated from rentals thanks to the buildings’ high occupancy rates.
• In the Residential Development business, the net debt of €1,301 million relates to fnancing of inventories on Vallehermoso’s balance sheet, with a value at 31 December 2011 of €2,184 million according to an appraisal by an independent expert. This debt was refnanced in 2010, as was explained at the time. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 86 ANNUAL REPORT 2011 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 87
08 CONSOLIDATED FINANCIAL STATEMENTS > Audit report
> Consolidated financial statements
> Corporate Governance Report
>Milenio square. Valladolid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29
WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 90 ANNUAL REPORT 2011
Consolidated Financial Statements and Management Report for the year ended 31 December 2011
Consolidated statement of financial position at 31 December (thousands of euros)
ASSETS NOTE 2011 2010 (Restated)*
A) NON-CURRENT ASSETS 10,795,321 14,588,093
I. Property, plant and equipment 5 604,369 624,704
II. Concession projects 6 1,594,395 1,646,451
III. Investment properties 7 2,623,606 2,654,463
IV. Other intangible assets 8 14,982 16,050
V. Goodwill 9 144,190 166,149
VI. Investments accounted for using the equity method 10 3,616,678 7,837,222
VII. Receivables from concessions 12 1,024,177 889,961
VIII. Non-current financial assets 13 279,180 194,249
IX. Derivative financial instruments 24 0 0
X Deferred tax assets 14 880,527 540,281
XI. Other non-current assets 15 13,217 18,563
B) CURRENT ASSETS 5,915,025 6,525,002
I. Non-current assets held for sale 4 319,793 311,702
II. Inventories 16 2,322,000 2,510,577
III. Trade and other receivables 17 2,352,995 2,296,256
- Trade receivables 532,828 604,437
- Receivable from construction contracts 1,055,119 1,026,502
- Completed work pending certification 334,423 264,792
- Personnel 1,310 1,618
- Receivable from public entities 107,872 130,914
- Other receivables 321,443 267,993
IV. Receivables from concessions 12 100,049 88,602
V. Current financial assets 13 164,974 464,246
VI. Derivative financial instruments 24 77 0
VII. Cash and cash equivalents 18 584,420 783,715
VIII. Other current assets 70,717 69,904
TOTAL ASSETS 16,710,346 21,113,095
Notes 1 to 41 and Appendices 1 and II form an integral part of this consolidated statement of financial position. As indicated in Note 3 have been restated audited consolidated financial statements at December 31, 2009 and 2010 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 91
Consolidated statement of financial position at 31 December (thousands of euros)
LIABILITIES NOTE 2011 2010
A) EQUITY 19 2,548,281 3,791,153 ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT 2,500,929 3,710,404 I. Share capital 422,598 394,152 II. Share premium 537,666 457,582 III. Reserves 3,363,180 3,054,397 IV. Profit(loss) for the year attributable to equity holders of the parent (1,604,131) 204,414 V. Interim dividend paid in the year (40,843) 0 VI. Treasury shares (59,026) (55,769) VII. Available-for-sale financial assets 99,672 100,747 VIII. Hedging instruments (184,607) (200,216) IX. Translation differences (33,580) (244,903) NET EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 47,352 80,749 B) NON-CURRENT LIABILITIES 8,295,615 5,622,580 I. Deferred income 20 73,028 155,609 II. Provision for contingencies and expenses 21.1 156,791 123,683 III. Interest-bearing loans and borrowings 22 7,265,169 4,482,355 IV. Non-current trade and other payables 23 440,062 398,958 V. Derivative financial instruments 24 241,295 138,354 VI. Deferred tax liabilities 14 117,697 322,203 VII. Non-current payables to associates 1,573 1,418 C) CURRENT LIABILITIES 5,866,450 11,699,362 I. Interest-bearing loans and borrowings 22 2,314,971 7,760,183 II. Trade and other payables 25 3,304,954 3,592,417 - Suppliers 2,810,872 2,940,305 - Personnel 26,040 25,821 - Current tax liabilities 7,375 2,795 - Payable to public entities 178,934 256,965 - Other payables 281,733 366,531 III. Current payables to associates 26,432 29,525 IV. Derivative financial instruments 24 17,086 130,089 V. Trade provisions 21.2 203,007 187,148 VII. Other current liabilities 0 0 TOTAL LIABILITIES 16,710,346 21,113,095
Notes 1 to 41 and the Appendices 1 and II form an integral part of this consolidated statement of financial position. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 92 ANNUAL REPORT 2011
Separate consolidated income statement for the years ended 31 December (thousands of euros)
SEPARATE INCOME STATEMENT NOTE 2011 2010 Revenue 27 3,949,430 4,820,443 Own work capitalised 22,513 51,730 Other operating income 261,232 234,447 Government grants released to the income statement 15,038 9,467 OPERATING INCOME 4,248,213 5,116,087 Change in inventories (161,329) (681,763) Supplies 28 (1,817,490) (2,003,718) Employee benefits expenses (738,912) (733,563) Depreciation and amortisation expense (188,255) (164,365) Impairment of goodwill 9 (18,230) 0 Change in trade provisions (108,857) (10,714) Change in provisions for intangible assets, PP&E and securities portfolio 2,751 (2,971) Other operating expenses 29 (996,972) (1,125,427)
TOTAL OPERATING EXPENSES (4,027,374) (4,722,580) OPERATING PROFIT/(LOSS) 220,839 393,507 PROFIT/(LOSS) OF ASSOCIATES 10 (671,931) 273,629 NET GAIN/(LOSS) ON DISPOSAL OF ASSETS 30 (1,124,955) (2,226) Revenue from other marketable securities and asset-backed loans 19,998 12,372 Other interest and similar income 27,043 22,351 Exchange gains/(losses) 508 3,096 FINANCE INCOME 47,549 37,819 Finance and similar expenses (598,503) (529,574) Change in provisions for financial investments (25,962) (2,326) Net finance costs taken to investments 11,179 17,498 Change in value of financial instruments at fair value through profit or loss 232 21 Exchange gains/(losses) 0 0 FINANCE COSTS (613,054) (514,381) NET FINANCE INCOME/(COSTS) 31 (565,505) (476,562) CONSOLIDATED PROFIT BEFORE TAX (2,141,552) 188,348 Income tax 14 539,425 30,150 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (1,602,127) 218,498 PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 0 (7,960) CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR (1,602,127) 210,538 NON-CONTROLLING INTERESTS (2,004) (6,124) EQUITY HOLDER OF THE PARENT (1,604,131) 204,414 Basic earnings per share (euros) 32 (3,90) 0.67 Diluted earnings per share (euros) 32 (3,71) 0.67 Basic earnings per share for discontinued operations (euros) 32 0,00 (0.03) Diluted earnings per share for discontinued operations (euros) 32 0,00 (0.03)
Notes 1 to 41 and Appendices 1 and II form an integral part of this Separate Consolidated Income Statement. As indicated in Note 3 have been restated audited consolidated financial statements at December 31, 2009 and 2010 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 93
Consolidated statement of comprehensive income at 31 December (thousands of euros)
NOTE 2011 2010
CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR (1,602,127) 210,538
Income and expense recognised directly in equity
From measurement of financial instruments 4 (1,075) 39,513
Available-for-sale financial assets (1,536) 56,447
Tax effect 461 (16,934)
From cash flow hedges (111,171) (77,106)
Fully and proportionately consolidated companies 19 (135,398) (88,398)
Equity method (23,418) (21,754)
Tax effect 47,645 33,046
Translation differences 77,325 17,666
Investments accounted for using the equity method 209,243 132,883
Other income and expense recognised directly in equity 3 3
TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY 174,325 112,959
Amounts transferred to the income statement
From measurement of financial instruments: 4 0 (2,675)
Available-for-sale financial assets 0 (3,821)
Tax effect 0 1,146
From cash flow hedges 112,128 123,495
Fully and proportionately consolidated companies 19 144,775 157,812
Equity method 15,408 18,609
Tax effect (48,055) (52,926)
Investments accounted for using the equity method (79,978) (34,037)
TOTAL AMOUNTS TRANSFERRED TO THE SEPARATE INCOME STATEMENT 32,150 86,783
TOTAL COMPREHENSIVE INCOME (1,395,652) 410,280
Attributable to equity holders of the Parent (1,378,271) 407,352
Attributable to non-controlling interests (17,381) 2,928
Notes 1 to 41 and Appendices 1 and II form an integral part of this consolidated statement of comprehensive income. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 94 ANNUAL REPORT 2011
Consolidated statement of cash flows at 31 December (thousands of euros)
NOTE 2011 2010 Profit/(loss) before tax from continuing and discontinued operations (2,141,552) 179,549 Profit/(loss) before tax from continuing operations (2,141,552) 188,348 Profit/(loss) before tax from discontinued operations 4 0 (8,799) Depreciation and amortisation 5, 6, 7 y 8 188,255 167,535 Impairment of goodwill 18,230 0 Operating provisions 106,105 15,625 Government grants released to the income statement (15,038) (9,467) Share of profit from inv. using the equity method 10 671,931 (273,629) Net finance revenue 31 565,505 485,556 Gain on disposal of assets 1,124,955 12,141 Cash flows from operating activities 518,391 577,310 Inventories 189,239 635,422 Working capital (278,629) (254,479) Net change in working capital (89,390) 380,943 Net cash flows from operating activities 429,001 958,253 Net investment in non-current assets 2,551,307 (503,265) Purchase in property, plant and equipment and intangible assets (103,635) (220,157) Investment in real-estate projects (13,621) (15,704) Investment in concession projects (339,174) (311,257) Investments in receivables of concession projects (230,758) (309,587) Purchase of financial assets (161,487) (97,455) Proceeds from disposal of property, plant and equipment and intangible assets 38,524 83,411 Proceeds from disposal of real-estate projects 482 415 Proceeds from disposal of concession projects 237,842 86,531 Proceeds from disposal of Investments in receivables of concession projects 161,246 127,716 Proceeds from disposal of financial assets 2,657,829 11,178 Interest received 47,549 37,819 Dividends received 256,510 103,825 Net cash flows from investing activities 2,551,307 (503,265) Proceeds from borrowings 522,302 482,526 Repayment of borrowings (3,108,894) (891,917) Interest paid (674,308) (522,691) Change in financial debt (3,260,900) (932,082) Capital increase 19 96,101 401,332 Dividends paid (40,843) 0 Acquisition/sale of treasury shares (3,257) 0 Change in equity finance 52,001 401,332 Other sources of financing 29,296 133,442 Other sources of financing 29,296 133,442 Net cash flows from/used in financing activities (3,179,603) (397,308) CHANGE IN CASH AND CASH EQUIVALENTS (199,295) 57,680 Cash and cash equivalents at January 1 18 783,715 726,035 Cash and cash equivalents at 31 December 18 584,420 783,715
Notes 1 to 41 and Appendices 1 and II form an integral part of this consolidated statement of cash flows. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 95
Consolidated statement of changes in equity at 31 December (Thousands of euros)
Equity attributable to the Parent Equity Profit/(loss) Unrealised Treasury Other Non- Share Share for the year gains/ Total Reserves shares equity controlling capital premium attributable (losses) equity equity instruments interests to the Parent reserve Ending balance at 304,967 145,435 2,489,742 (55,769) 518,530 0 (547,310) 98,329 2,953,924 31/12/09 Initial balance adjusted 304,967 145,435 2,489,742 (55,769) 518,530 0 (547,310) 98,329 2,953,924 Total recognised 0 0 0 0 204,414 0 202,938 2,928 410,280 income/ (expense) Related party 89,185 312,147 0 0 0 0 0 0 401,332 transactions Capital increases/ 89,185 312,147 0 0 0 0 0 0 401,332 (reductions) Other changes in equity 0 0 564,655 0 (518,530) 0 0 (20,508) 25,617 Transfers between equity 0 0 518,530 0 (518,530) 0 0 0 0 items Other changes 0 0 46,125 0 0 0 0 (20,508) 25,617 Equity at 31/12/10 394,152 457,582 3,054,397 (55,769) 204,414 0 (344,372) 80,749 3,791,153
Equity attributable to the Parent Equity Profit/(loss) Unrealised Treasury Other Non- Share Share for the year gains/ Total Reserves shares equity controlling capital premium attributable (losses) equity equity instruments interests to the Parent reserve Equity at 31/12/10 394,152 457,582 3,054,397 (55,769) 204,414 0 (344,372) 80,749 3,791,153
Initial balance adjusted 394,152 457,582 3,054,397 (55,769) 204,414 0 (344,372) 80,749 3,791,153
Total recognised 0 0 0 0 (1,604,131) 0 225,860 (17,381) income/ (expense)
Related party 28,446 80,084 (12,570) (3,257) 0 (40,843) 0 0 51,860 transactions
Capital increases/ 28,446 80,084 (12,429) 0 0 0 0 0 96,101 (reductions)
Distribution of dividends 0 0 (141) 0 0 (40,843) 0 0 (40,984)
Transactions with shares 0 0 0 (3,257) 0 0 0 0 (3,257) or shareholddings (net)
Other changes in equity 0 0 321,353 0 (204,414) 0 (3) (16,016) 100,920
Transfers between equity 0 0 204,414 0 (204,414) 0 0 0 0 items
Other changes 0 0 116,939 0 0 0 (3) (16,016) 100,920
Equity at 31/12/11 422,598 537,666 3,363,180 (59,026) (1,604,131) (40,843) (118,515) 47,352 2,548,281
Notes 1 to 41 and Appendices 1 and II form an integral part of this consolidated statement of changes in equity. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 96 ANNUAL REPORT 2011
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2011
1. Activities of Sacyr Vallehermoso
The Sacyr Vallehermoso Group comprises the Parent company Sacyr Vallehermoso S.A. and its subsidiaries and associates, listed in Appendix I. Sacyr Vallehermoso, S.A. (a Spanish company) arose from the merger by absorption of Grupo Sacyr, S.A. into Vallehermoso, S.A. in 2003, as detailed in the 2003 fnancial statements.
The registered offce of the Parent company is Paseo de la Castellana, 83-85. The Parent company is entered in the Madrid Mercantile Register volume 1884, folio 165, sheet M-33841, entry 677, and its tax identifcation number is A-28013811.
The corporate purpose Sacyr Vallehermoso S.A. is:
a. The acquisition and construction of urban property for rent or sale
b. The renovation of buildings for subsequent rent or sale
c. The purchase and sale of land, building rights and urban development lots, as well as management of planning administration, land transformation, development of urban infrastructure, division into lots, subdivision, compensation, etc., and, in some cases, subsequent construction of buildings, with involvement in the entire urban development process through to construction.
d. The administration, conservation, maintenance and, in general, all activities related to the provision of urban facilities and services and the associated land, infrastructure, civil engineering works and other urban facilities provided for by local planning stipulations, either on the Company’s own behalf or for third parties, and the provision of architecture, engineering and urban development services relating to the urban lots or their ownership.
e. The provision and sale of all types of services and supplies relating to communications, IT and power distribution networks, as well as collaboration in the marketing and brokerage of insurance, security services and transport services, either on the Company’s own behalf or for third parties.
f. The management and administration of shopping centres, senior citizen homes and centres, hotels and tourist and student accommodation.
g. The contracting, management and execution of all kinds of construction work in the broadest sense, both public and private, including roads, water supply projects, railways, port facilities, buildings, environmental projects and in general all activities related to construction. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 97
h. The purchase, administration, management, development, operation through rental or any other method, as well as the construction, purchase and sale of all types of properties, and consultancy in any of the above activities. i. The development of all types of engineering and architectural projects, as well as the management, oversight and advisory services on the execution of all types of construction work. j. The acquisition, holding, exploitation, administration and sale of all kinds of securities on the Company’s own behalf, except for those activities reserved by law, and specifcally by the Spanish Securities Market Act, to other types of entities. k. The management of public water supply, sewer systems and sewage works. l. The management of all types of concessions, subsidies and administrative permits for projects, services and endeavours awarded to the Company by the central, regional, provincial and local governments, and investment in the capital of companies responsible for such concessions. m. The operation of mines and quarries and the sale of the products extracted. n. The manufacture, purchase, sale, import, export and distribution of equipment, and the installation of construction equipment and materials or other items for use in construction. o. The acquisition, exploitation in any form, sale, transfer and disposal of all types of intellectual property and patents, and other kinds of industrial property. p. The manufacture and sale of prefabricated and other products related to construction. q. The management of Spanish and foreign subsidiaries and holdings in companies, by means of participation in the governing bodies. The strategic and administrative management of subsidiaries in Spain and abroad, together with consultancy on legal, fnancial, accounting, labour, budgetary, fnancial, fscal, commercial and computer-related issues of these companies.
The Company may carry out any of the activities comprised in its corporate purpose directly or indirectly through equity investments in other entities or companies sharing similar or identical corporate purposes.
Appendix I provides a list of the subsidiaries that compose the Sacyr Vallehermoso Group, their activities and registered addresses, and the percentage interest held by the Group.
WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 98 ANNUAL REPORT 2011
2. Scope of consolidation and subsidiaries
For the purposes of preparing the consolidated fnancial statements, the companies that compose the Group are classifed as follows:
a) Subsidiaries: legally independent companies that form a single economic unit with a unifed management strategy and over which the Group exercises effective direct or indirect control.
b) Joint ventures: companies that are managed in conjunction with one or more non-Group investors.
c) Associates: companies over which one or more Group companies have signifcant management influence.
a) Consolidated companies.
Subsidiaries have been fully consolidated, such that all the assets, rights and liabilities of subsidiaries are included in the consolidated statement of fnancial position of Sacyr Vallehermoso, S.A. and all the income and expenses used to determine the subsidiaries’ results are included in the separate consolidated income statement.
Jointly controlled entities have been proportionately consolidated, such that all the assets, rights and liabilities of jointly controlled entities are included in the consolidated statement of fnancial position of Sacyr Vallehermoso, S.A. and all the income and expenses used to determine the jointly controlled entities’ results are included in the separate consolidated income statement, both in proportion to the Group’s interest in the specifc jointly controlled entity.
Associates have been accounted for using the equity method. Under this method, an investment in an associate is initially recognised at cost and its carrying amount is then increased or decreased to reflect the Group’s share in the proft or loss of the associate for the year, since the acquisition date. In the event of changes recognised directly in the associate’s equity, the Group recognises its share of these changes directly in its own equity.
A1) 2010
Auditors’ reports for the following companies, where they had been audited by an auditor other than the statutory auditor, were unavailable at the date these consolidated fnancial statements were prepared: M-Capital, S.A., Aplicação Urbana, S.A., Eurolink, S.C.P.A., Autopista Madrid Sur, S.A., Autopistas de Levante, S.L., Boremer, S.A., Gesfontesta, S.A., Erantos, S.A., Sofetral, S.A., Prosacyr Ocio, S.L., Prinur, S.A.U., Obras y Servicios de Galicia, S.A., Bardiomar, S.L., Camarate Golf, S.A., Build 2 Edifca, S.A., Hospital de Majadahonda, S.A., Accesos de Madrid, S.A., Autopistas del Valle, S.A., Autopista del Sol, S.A., Constructora San José-Caldera, S.A., Valdemingómez 2000, S.A., Biorreciclaje de Cádiz, S.A., Itínere Infraestructuras, S.A., Metro de Sevilla, S.A., Aeropuerto de la Región de Murcia, S.A., Tecnológica Lena, S.L., Nodo di Palermo, S.P.A., SIS, S.P.A. and Superestrada Pedemontana Veneta, S.R.L. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 99
The companies Constructora del Magdalena Medio, S.A., Sacyr Colombia, Dareling, S.A., Echezarreta, AIE, Comercializadora de Ofcinas en Pozuelo, S.A., Castellana Norte, S.A., Proixample, S.A., Biothys, S.L., S.A., Agroconcer, S.A., Emmasa Servicio al Cliente, S.L.U., Emmasa Operaciones, S.L.U., Emmasa Ingeniería y Consultoría, S.L.U., Servicio de Estacionamiento Regulado, S.L., Tecnologías Medioambientales Asturianas, S.L. and Sílices Turolenses, S.A. were excluded from the scope of consolidation as the overall impact of their consolidation was insignifcant.
Items on the consolidated statement of fnancial position and separate consolidated income statement of the most signifcant consolidated foreign companies were translated into euros at the following exchange rates:
2010
Exchange rate Average Year-end Dollar / euro 1.3266 1.3366
Australian dollar / euro 1.44 1.31
Chilean peso / euro 675.78 625.65
Libyan dinar / euro 1.6790 1.68
Mexican peso / euro 16.75 16.51
Brazilian real / euro 2.33 2.22
New Mozambique metical / euro 45,189.97 43,343.93
Angolan kwanza / euro 121.91 123.85
Algerian dinar / euro 97.9010 99.56
A2) 2011
Companies included within the scope of consolidation for these fnancial statements are listed in Appendix I, along with details of the ownership interest held by the Group, the consolidation method used, their classifcation group, activity, registered offce and other information.
Auditors’ reports for the following companies, even though they had been audited by an auditor other than the statutory auditor, were unavailable at the date these consolidated fnancial statements were prepared: M-Capital, S.A., Aplicação Urbana, S.A., Eurolink, S.C.P.A., Autopista Madrid Sur, S.A., Autopistas de Levante, S.L., Boremer, S.A., Metrofangs, S.L., Suardiaz Servicios Marítimos de Barcelona, S.L., Gesfontesta, S.A., Erantos, S.A., Sofetral, S.A., Prosacyr Ocio, S.L., Prinur, S.A.U., Obras y Servicios de Galicia, S.A., Bardiomar, S.L., Camarate Golf, S.A., Build 2 Edifca, S.A., Hospital de Majadahonda, S.A., Hospital Majadahonda Explotaciones, S.L., Tenemetro, S.L., SyV México Holding, S.A., SyV Servicios México, S.A., Accesos de Madrid, S.A., Autopistas del Valle, S.A., Autopista del Sol, S.A., Sacyr Concessions Ireland Ltd, N6 Operations Ltd, N6 Concessions Holding, Ltd, N6 Concessions Ltd, M50 Concessions Holding, Ltd, M50 Concessions Ltd, Constructora San José-Caldera, S.A., Valdemingómez 2000, S.A., Biorreciclaje de Cádiz, S.A., Parque Eólico La Sotonera, S.L., Itínere Infraestructuras, S.A., Metro de Sevilla, S.A., WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 100 ANNUAL REPORT 2011
Aeropuerto de la Región de Murcia, S.A., Tecnológica Lena, S.L., Nodo di Palermo, S.P.A., SIS, S.P.A. and Superestrada Pedemontana Veneta, S.R.L.
The companies Constructora del Magdalena Medio, S.A., Dareling, S.A., Echezarreta, AIE, Comercializadora de Ofcinas en Pozuelo, S.A., Castellana Norte, S.A., Proixample, S.A., Biothys, S.L., S.A., Agroconcer, S.A., Emmasa Servicio al Cliente, S.L.U., Emmasa Operaciones, S.L.U., Emmasa Ingeniería y Consultoría, S.L.U., Servicio de Estacionamiento Regulado, S.L., Tecnologías Medioambientales Asturianas, S.L., and Sílices Turolenses, S.A. were excluded from the scope of consolidation as the overall impact of their consolidation was insignifcant.
Items on the consolidated statement of fnancial position and separate consolidated income statement of the most signifcant consolidated foreign companies have been translated into euros at the following exchange rates:
2011
Exchange rate Average Year-end Dollar / euro 1,3924 1,2960
Australian dollar / euro 1,3483 1,2636 Chilean peso / euro 672,68 673,28
Libyan dinar / euro 1,7026 1,6287
Mexican peso / euro 18,0519 16,5092
Brazilian real / euro 2,3276 2,4195
New Mozambique metical / euro 40.380,21 35.162,16
Angolan kwanza / euro 130,4925 122,8190
Algerian dinar / euro 101,4441 97,6518
b) Changes in the scope of consolidation
The Group fles all relevant notices when its interest in any of its subsidiaries exceeds 10% and on any subsequent acquisitions of more than 5%.
B1) Accounting year 2010
The main changes in the consolidation scope in 2010 were as follows:
b.1.Business combinations and other acquisitions or increases in interests in subsidiaries, joint ventures and/or associates
- On 10 February 2010, holding company Claudia Zahara 22, S.L., carried out a capital increase which Vallehermoso División Promoción, S.A.U. subscribed, increasing its ownership interest by 0.84% to 45.37% at 31 December. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 101
- On 1 March 2010 the group consolidated Grupo Unidos por el Canal, S.A., whose corporate purpose is to design, develop and build the third set of locks on the Panama canal, with a 48% interest and an investment of 526,912 euros.
- On 5 April 2010, Valoriza Energía, S.L. consolidated Sociedad Andaluza de Valoración de la Biomasa, S.A., whose corporate purpose is to promote the use of biomass for energy generation in Andalucía, with a 6% stake and an investment of 180,000 euros.
- On 3 May 2010, the Italian company Consorcio Stabile SIS, S.C.P.A. (in which Sacyr, S.A.U. holds a 60% interest) incorporated the Italian company Superstrada Pedemontana Veneta S.R.L. The corporate purpose of this entity is to construct, manage and operate all types of infrastructures in Italy. The total interest is 60% and its investment amounted to 199,999,990 euros.
- On 27 May 2010, Sacyr Concesiones, S.L. established Autovías de Peaje en Sombra, S.L.U. as a wholly owned subsidiary and its investment amounts to 3,100 euros. Its corporate purpose is to develop, maintain and operate all types of infrastructure.
- On 27 May 2010, Sacyr Concesiones, S.L. established Concesiones de Intercambiadores de Transporte, S.L., as a wholly owned subsidiary for an investment of 3,100 euros. Its corporate purpose is to develop, maintain and operate all types of infrastructure.
- On 2 June 2010, the Group increased by 20% its ownership interest in Autopista del Guadalmedina Concesionaria Española, S.A., whose corporate purpose is to build and operate the Alto de las Pedrizas-Málaga stretch of the AP-46 motorway, raising its interest to 100% at the end of the year.
- On 15 June 2010, Cafestore, S.A., set up Burguestore, S.L., whose corporate purpose is to develop, build and operate service stations on all transport media as a wholly owned subsidiary for an investment of 3,100 euros.
- On 27 July 2010, Concesiones de Intercambiadores de Transporte, S.L., increased its ownership interest in Intercambiador de Moncloa, S.A. and Intercambiador de Plaza Elíptica, S.A., by 13.35% and 6.56%, respectively, with an investment of 3,691,444 euros, to a provisional 100%. This stake then fell to 51% at year-end after the sale of 49% of Concesiones de Intercambiadores de Transportes, S.L.
- On 9 August 2010, Testa Inmuebles en Renta, S.A. increased its ownership interest in Tesfran, S.A., by 0.012% an investment of 72,774 euros, raising its interest to 99.106% at 31 December.
- On 24 August 2010, the Group’s ownership interest in Testa Inmuebles en Renta, S.A. was increased by 0.017% through an investment of 1,372,686 euros to 99.50% at 31 December.
- On 14 September 2010, Valoriza Energía, S.L. established Biomasas de Talavera, S.L., with the corporate purpose producing, transporting and commercializing biomass and any other biomass- related business. It has a 100% holding and its investment amounts to 3,010 euros.
- On 14 September 2010, Valoriza Energía, S.L. established Bipuge II, S.L., with the corporate purpose of producing, transporting and commercializing biomass and conducting any other biomass-related business. It has a 100% holding and its investment amounts to 3,010 euros. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 102 ANNUAL REPORT 2011
- On 14 September 2010, Valoriza Energía, S.L. established Biomasas de Puente del Obispo, S.L., with the corporate purpose of producing, transporting and commercializing biomass and conducting any other biomass-related business. It has a 100% holding and its investment amounts to 3,010 euros.
- On 24 September 2010, Testa Inmuebles en Renta, S.A. and Sacyr, S.A.U. increased their ownership interest in Pazo de Congresos de Vigo, S.A. via a capital reduction by 4.44% and 1.11%, respectively, leaving them with 44.44% and 11.11% of the company at 31 December.
- On 29 September 2010, Valoriza Facilities, S.A. increased its ownership interest in Valoriza Servicios Socio Sanitarios S.L., by 24% with an investment of 3,184,643 euros, raising its interest at 31 December to 76%.
- On 2 November 2010 Emmasa Canaria de Análisis de Agua, S.L.U., whose corporate purpose is water treatment and maintenance, was consolidated. Sacyr Vallehermoso, S.A. had a 94.64% interest at 31 December and its investment amounted to 50,000 euros.
- On 6 December 2010, the concession company Sacyr Operación y Servicios, S.A. was established with the corporate purpose of building and operating concessions in Chile. Sacyr Concesiones Chile, S.A. and Sacyr Concesiones, S.L.U. took 97% and 3% of the company, respectively, for investments of 319,668 euros and 9,590 euros, respectively.
b.2. Decrease in interests in subsidiaries, joint ventures and/or associates, and other similar transactions
- On 16 March 2010, the Group sold 40% of the concessionaire company Valles del Desierto, S.A., for 14,366,910 euros. At 31 December 2010, the Group owned a 60% stake.
- On 21 April 2010, the wholly owned development subsidiary Spica Siglo XXI was wound up; the ownership interest had been 100%.
- On 28 June 2010, the development company Mola 15, S.L. was sold. The Group had held a 20% interest in this company.
- On 8 July 2010, the Group sold 0.51% of Itínere Infraestructuras, S.A. leaving it holding 15.2143% at 31 December 2010.
- On 28 July 2010, the Group sold 49% of Concesiones de Intercambiadores de Transporte, S.L., owner 100% of Intercambiador de Plaza Elíptica, S.A.U. and Intercambiador de Moncloa, S.A.U., for 16,605,620 euros. At 31 December 2010 its ownership interest was 51%.
- On 28 July 2010, the Group sold 49% of Autovías de Peaje en Sombra, S.L., which owned 100% and 89% of Autovía del Noroeste, S.A.U. and Autovía del Turia Concesionaria de la Generalitat Valenciana, S.A.U., respectively, for 30,189,380 euros. At 31 December 2010 its ownership interest was 51%. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 103
B2) Accounting year 2010
b.1.- Business combinations and other acquisitions or increases in interests in subsidiaries, joint ventures and/or associates
On 25 January 2011, Sacyr Chile, S.A.U., a Chilean company, established Sacyr Agua Santa, S.A., whose corporate purpose is to build the main road to and trash dumps in Rajo Sur; it holds a 50% stake and made an investment of 36,901.46 euros.
- On 3 February 2011, Claudia Zahara 22, S.L., Spanish company, carried out a capital increase as a result of which Vallehermoso División Promoción, S.A.U. increased its ownership interest by 4.22%. Indirectly, it also increased its interest in Cortijo del Moro, S.A. by the same percentage. At 31 December 2011, its ownership interest was 49.59%, and its fnal investment stood at 10,730,312 euros.
- On 24 February 2011, Hidroandaluza, S.A. established Waste Resources, S.L., a Spanish company, with the corporate purpose of performing managerial, maintenance and cleaning work related to all kinds of projects; it holds a 100% stake and its investment stands at 3,000 euros.
- On 11 March 2011, Valoriza Energía, S.L., established Biobal Energía, S.L., the corporate purpose of which is to generate electricity through biomass combustion; at 31 December 2011 it held a 51% stake and had made an investment of 1,582 euros.
- On 21 March 2011, Waste Resources, S.L. purchased 17.56% of Ecotrading 360, S.L. for 528 euros. The corporate purpose of the latter is to buy and sell waste for recycling; at 31 December 2011, the company’s total shareholding is 62% and it has made an investment of 1,864 euros.
- On 23 March 2011, Sacyr Concesiones, S.L.U. established Hospitales Concesionados, S.L.U., a Spanish company whose corporate purpose is to construct, perform maintenance on and operate hospital infrastructure. At 31 December 2011, Sacyr Concesiones held a 100% stake and its investment stood at 18,000 euros.
- On 27 April 2011, Valoriza Servicios Medioambientales, S.A. increased its ownership interest in Surge Ambiental, S.L.U. by 50%, with an investment of 68,466 euros, and at 31 December 2011 it raised its interest to 100%.
- On 13 June 2011, the Testa Inmuebles en Renta, S.A. real estate company, through a tender offer for shares submitted to the Autorité des Marchés Financiers (Financial Market Authority; AMF), acquired 295,485 shares of the French company Tesfran, S.A., raising its ownership interest to 0.886%, with an investment of 6,207,592 euros. Its fnal percentage at 31 December 2011 was 99.992%.
- On 29 June 2011, Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. carried out three capital increases through which Sacyr Concesiones, S.L.U., increased its ownership interest by 0.665% and its investment by 1,660,870 euros. Its interest at 31 December 2011 stood at 60.665%. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 104 ANNUAL REPORT 2011
- At 21 June 2011, the concessionaires Itínere Infraestructuras, S.A. carried out a capital reduction through a redemption of shares. Sacyr Vallehermoso, S.A. thus raised its ownership interest in the company by 0.024%, giving it a fnal ownership percentage at 31 December 2011 of 15.479%.
- At 19 September 2011, there was a merger between Sacyr, S.A.U. (absorbing company) and Aurentia, S.A.U. and Sacyr Vallehermoso Participaciones, S.L.U. (absorbed companies).
- At 28 September 2011, Sacyr, S.A.U. and Cavosa, S.A. established Sacyr India Infra Projects Private Limited, the corporate purpose of which is to execute and perform maintenance on all types of works and construction. They hold ownership interests of 99.98% and 0.02%, and their investment stands at 360,555 euros and 72 euros, respectively.
- At 28 September 2011, Sacyr, S.A.U. and Cavosa, S.A. established Sacyr Perú, S.A.C., the corporate purpose of which is to execute and perform maintenance, on all types of works and construction. They hold ownership interests of 99.99% and 0.01%, and their investment stands at 43,181 euros and 4 euros, respectively.
- At 14 October 2011, Sacyr Concesiones Chile, S.A. and Sacyr Chile, S.A.U. established Sociedad Concesionaria Valles del Bio Bio, S.A., the corporate purpose of which is to build, and conduct maintenance on, the Concepción – Cabrero motorway, a public works project. They hold ownership interests of 94.367% and 5.633% and their investments stand at 48,304,999 and 2,883,880 euros, respectively.
- At 14 October 2011, Sacyr Concesiones Chile, S.A. and Sacyr Chile, S.A.U. established Sociedad Concesionaria Rutas del Desierto, S.A., the corporate purpose of which is to build and conduct maintenance on the alternatives road to Iquique, a public works project. They hold ownership interests of 90.667% and 9.333% and their investments stand at 27,396,865 and 2,883,880 euros, respectively.
- At 15 December 2011, there was a merger between Claudia Zahara 22, S.L. (absorbing company) and Cortijo del Moro, S.A. (absorbed company).
- At 20 December 2011, there was a merger between Vallehermoso División Promoción, S.A.U. (absorbing company) and Habitat Baix, S.L. (absorbed company).
- At 3 December 2011, Sacyr Colombia, S.A., a construction company, was included in the scope of consolidation. Its corporate purpose is to handle contracting for, manage, and execute all types of projects and construction work. Sacyr, S.A.U., the Parent, holds a 100% stake and its investment stands at 2,747,144 euros.
b.2.- Decrease in interests in subsidiaries, joint ventures and/or associates, and other similar transactions
- On 3 February 2011, Autopista del Guadalmedina Concesionaria Española, S.A., whose corporate purpose is the construction and operation of the Alto de las Pedrizas-Málaga stretch of WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 105
the AP-46, carried out a capital increase which was not subscribed by Sacyr Vallehermoso, S.A., whose interest consequently fell from 100% to 70%.
- On the same date, 30% of Autopista del Guadalmedina Concesionaria Española, S.A., was sold for 16,719,285 euros. At 31 December 2011 its ownership interest stood at 40%.
- On 21 March 2011, the wholly owned Compañía Energética Barragua, S.L. was sold for 25,671 euros.
- On 27 April 2011, the development company Nova Benicalap, S.A. was dissolved. The Group had held a 22.50% interest in it.
- On 23 May 2011, the wholly owned development company Navinca, S.A. was dissolved.
- On 13 July 2011, Cavosa Agecomet, S.A., a construction company, was dissolved. The Group had held a 60% ownership interest in it.
- On 28 July 2011, Aparcamiento Recadero, A.I.E. was sold for 1,100,000 euros. The Group had held a 50% interest in it.
- On 5 December 2011, 49% of Sociedad Concesionaria Rutas del Desierto, S.A. was sold. Sacyr Chile, S.A.U. sold all of its shares and Sacyr Concesiones Chile, S.A. sold 39.667% of its shares, for a total sum of 14,837,565 euros. At 31 December 2011 Sacyr Concesiones Chile, S.A. held a 51% ownership interest in Sociedad Concesionaria Rutas del Desierto, S.A.
- On 5 December 2011, 49% of Sociedad Concesionaria Valles del Bio Bio, S.A. was sold. Sacyr Chile, S.A.U. sold all of its shares and Sacyr Concesiones Chile, S.A. sold 43.366% of its shares for a total amount of 25,082,551 euros. At 31 December Sacyr Concesiones Chile, S.A. held a 51% ownership interest.
- On 20 December 2011, the wholly owned Sacyr Italia S.P.A., a construction company, was dissolved.
- On 20 December 2011, 10% of Repsol YPF, S.A. was sold for 2,571,871 thousand. At 31 December 2011 the Group held a 10.01% interest.
3. Basis of presentation and consolidation a) Basis of presentation
The Parent company’s directors have prepared these consolidated fnancial statements in accordance with International Financial Reporting Standards as adopted by the European Union.
a.1) Standards and interpretations adopted by the European Union applicable in 2011
The accounting policies used to prepare the consolidated fnancial statements for the year ended 31 December 2011 are the same as those applied in the year ended 31 December 2010, except for WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 106 ANNUAL REPORT 2011
the following standards and interpretations, which are applicable for annual periods beginning on or after 1 January 2011, inclusive:
• IAS 32 “Classifcation of rights issues”: This amendment changes the defnition of fnancial liabilities in IAS 32, such that rights, options or warrants to acquire a fxed number of the entity’s own instruments for a fxed amount of any currency are equity instruments if the entity offers to prorate the rights, options or warrants to all of its existing owners of the same class of its own non-derivative equity instruments. The adoption of this amendment had no effect on the Group’s fnancial position or results.
• IAS 24 “Related party disclosures”: This standard incorporates the following amendments: The defnition of related party is clarifed, and a partial exemption is included for entities with public-sector participation, which requires disclosing information on balances and transactions with such entities only when the balances or transactions, taken either individually or collectively, are material. The application of these amendments has had no impact on the disclosures included in the consolidated fnancial statements.
• IFRIC 14 “Prepayments of a minimum funding requirement”: This amendment applies in specifc situations in which the company is required to make minimum annual payments in connection with defned beneft retirement plans and when it makes advance payments to fulfl that obligation. It allows the company to consider the fnancial benefts that arise from the advance payments as an asset. The Group does not make minimum annual payments to defne beneft plans; therefore, the application of these criteria has had no impact on the Group’s fnancial position or results.
• IFRIC 19 “Extinguishing fnancial liabilities with equity instruments”: This interpretation sets forth that when the terms of a fnancial liability are renegotiated with the creditor and the latter accepts equity instruments to completely or partially extinguish the liability, the issued instruments are considered part of the consideration paid to extinguish the fnancial liability. Such equity instruments are to be measured at fair value, unless said value cannot be reliably estimated, in which case the measurement of the new instruments must reflect the fair value of the extinguished fnancial asset. In addition, the initial value of the issue of equity instruments is recognised in the income statements for the period. The application of the principles introduced in this new interpretation has had no effect on the Group’s fnancial position or results.
• IFRS improvements (May 2010): In May 2010 the IASB published, for the third time, amendments to standards as part of the annual improvement process designed to eliminate inconsistencies and clarify the working of some standards, including specifc transitional procedures for each standard. The adoption of the following amendments resulted in a change to accounting policies but had no effect on the Group’s fnancial position or results.
- IFRS 3 Business combinations: The possible valuation options for minority interests have been amended. Only the components of minority interests in the acquiree that constitute a present ownership interest entitling their holder to a proportionate share of the entity’s net assets in the event of liquidation should be measured, at either fair value or at the present ownership WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 107
instruments’ proportionate share of the acquiree’s identifable net assets. All other components of minority interests are to be measured at their acquisition date fair value.
- IFRS 7 Financial Instruments - Disclosures: The amendments were intended to simplify disclosures by reducing the volume of disclosures around collateral held and improving disclosures by providing qualitative information to put the quantitative information in context.
- IAS 1 Presentation of fnancial statements: The amendment clarifes that an entity may present an analysis of each component of other comprehensive income either in the statement of changes in equity or in the notes to the fnancial statements.
- NIC 34 Interim fnancial statements: The amendment requires additional disclosures in interim condensed fnancial statements for the fair values and the classifcation changes of fnancial statements, as well as for changes in assets and contingent liabilities.
The Improvements to the IFRSs include other amendments to the following standards, although this did not have any impact on the accounting policies, financial position or performance of the Group.
- IFRS 3 Business combinations: Clarifes that the contingent price derived from a business combination prior to the adoption of IFRS 3 (revised in 2008) is measured in accordance with IFRS 3 (2005).
- IFRS 3 Business combinations: Clarifes the accounting treatment, in a business combination, of the share-based payment arrangements of the acquirer exchanged for arrangements maintained by the acquiree’s employees.
- NIC 27 Consolidated and separate fnancial statements: Application of the transition requirements of IAS 27 (revised in 2008) as a consequence of the amended standards.
- IFRIC 13 Customer loyalty programmes: In determining the fair value of credits or points awarded an entity must consider the discounts and incentives that would otherwise be offered to customers who have not obtained such credits or points.
a.2 Standards and interpretations adopted by the European Union but whose application is not mandatory for this year.
None of the published standards, interpretations or amendments that are not yet in force were applied in advance by the Group.
The Group is assessing the possible impact on its accounting policies, fnancial position and results of the following amendment, published by the IASB and adopted by the European Union but not yet in force:
• Amendment of IFRS 7 Disclosures – Transfers of fnancial assets: Applicable to annual periods beginning on or after 1 July 2011. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 108 ANNUAL REPORT 2011
a.3) Standards and interpretations, published by the IASB and adopted by the European Union but not yet in force
At the date of publication of these fnancial statements the following standards, amendments and interpretations had been published by the IASB, but application was not yet mandatory and they had not yet been approved by the European Union:
• Amendment to IAS 12 “Deferred tax – Recovery of underlying assets”: Applicable to annual periods beginning on or after 1 January 2012.
• Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”: applicable to annual periods beginning on or after 1 July 2012.
• IFRS 9 “Financial instruments” and amendments to IFRS 9 and IFRS 7 “Date of mandatory application and disclosures during transition”: Applicable to annual periods beginning on or after 1 January 2015.
• IFRS 10 “Consolidated Financial Statements”: Applicable to annual periods beginning on or after 1 January 2013.
• IFRS 11 “Joint Arrangements”: Applicable to annual periods beginning on or after 1 January 2013.
• IFRS 12 “Disclosure of Involvement with Other Entities”: Applicable to annual periods beginning on or after 1 January 2013.
• IFRS 13 “ Fair Value Measurement”: Applicable to annual periods beginning on or after 1 January 2013.
• IAS 19 revised “Employee Benefts”: Applicable to annual periods beginning on or after 1 January 2013.
• IFRS 27 revised “Consolidated Financial Statements”: Applicable to annual periods beginning on or after 1 January 2013.
• IAS 28 revised “Investments in associates and joint ventures”: Applicable to annual periods beginning on or after 1 January 2013.
• IFRIC 20 “Stripping costs in the production phase of a surface mine”: Applicable to annual periods beginning on or after 1 January 2013.
• Amendments to IAS 32 “Offsetting fnancial assets and fnancial liabilities”: Applicable to annual periods beginning on or after 1 January 2014.
• Amendments to IAS 7 “Disclosures - Offsetting fnancial assets and fnancial liabilities”: Applicable to annual periods beginning on or after 1 January 2013. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 109
The Group is currently analysing the impact that these standards, amendments and interpretations will have. Based on the analyses carried out thus far, the Group estimates that their application will have no signifcant impact on the consolidated fnancial statements in the initial period of application except as indicated in these explanatory notes.
The 2011 individual fnancial statements of each Group company will be presented for approval at the respective General Shareholders’ Meetings within the periods established by prevailing legislation. These consolidated annual accounts of the Sacyr Vallehermoso Group for 2011 were prepared by the Board of Directors of the Parent company on 29 March 2012. The directors consider that the shareholders of the Parent company will approve the consolidated annual accounts at the Annual General Meeting without modifcation.
Unless stated otherwise, the fgures in these consolidated fnancial statements are shown in thousands of euros, rounded to the nearest thousand.
b) Comparative information
For comparison purposes, these consolidated fnancial statements include fgures at the previous year’s reporting date in the statement of fnancial position, in the separate consolidated income statement, in the consolidated statement of comprehensive income, in the consolidated statement of changes in equity and in the consolidated statement of cash flows. Notes to items on the separate consolidated income statement and consolidated statement of fnancial position show comparative information for the previous year’s close.
The balances corresponding to “Receivables from concessions”, which in 2010 and 2009 were included under “Non-current fnancial assets”, were recorded in 2011 under “Non-current fnancial assets”. The amount recognised under non-current “Receivables from concessions” was 889,961 thousand euros in 2010 and 706,827 thousand euros in 2009. The amount recognised under current “Receivables from concessions” was 88,602 thousand euros in 2010 and 86,815 thousand euros in 2009.
In addition, in tables in which information is given by business area, the 2010 fgures that compose each table, but not the Group’s total balance, have been restated, as a result of the corporate restructuring carried out in 2011.
c) Accounting policies
The accompanying consolidated annual fnancial statements were prepared in accordance with IFRS and comprise the consolidated statement of fnancial position, separate consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity, and the accompanying notes, which form an integral part of the consolidated annual fnancial statements. These consolidated annual statements have been prepared on a historical cost basis, except for fnancial instruments held for trading, available-for-sale fnancial assets and derivative fnancial instruments, which have been WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 110 ANNUAL REPORT 2011
measured at fair value. In 2011 and 2010, non-current assets held for sale, which included the Group’s interest in Itínere Infraestructuras S.A., were measured at fair value, in accordance with IAS 27 and IAS 39, without deduction of any costs to sell.
The accounting policies were applied uniformly to all Group companies.
The most signifcant accounting policies applied by the Sacyr Vallehermoso Group in preparing the consolidated fnancial statements under IFRS are as follows:
c.1) Use of judgments and estimates
In preparing the accompanying consolidated fnancial statements the Group’s directors have used estimates to measure certain items. These estimates are based on past experience and various other factors believed to be reasonable under the circumstances. These estimates refer to:
• The assessment of potential impairment losses on certain assets (see Notes 5, 6, 7, 8, 9 and 10).
• The useful life of property, plant and equipment and intangible assets (see Notes 5, 6, 8 and 9).
• The recoverability of deferred tax assets (see Note 14).
• Estimates for the consumption of concession assets (see Note 6).
• Provisions against liabilities (see Note 21).
The Group continuously revises its estimates. However, given the inherent uncertainty of such estimates, there is a substantial risk of signifcant changes in the future value of both assets and liabilities if the assumptions, facts or circumstances on which these estimates were based should change signifcantly. The key assumptions about the future and other signifcant data regarding the estimation of uncertainty at the reporting date that carry a signifcant risk of causing material changes in the value of assets or liabilities in the coming year are as follows:
• Impairment of non-fnancial non-current assets The Group assesses non-fnancial assets annually for indications of impairment, based on appropriate impairment tests where circumstances make it advisable to do so.
• Deferred tax assets Deferred tax assets are recognised based on the Group’s estimate of their future recoverability in light of projected future taxable proft.
• Provisions The Group recognises provisions against liabilities based on judgments and estimates as to their probability and the amount of any loss, recognising the corresponding provision when the liability is considered probable. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 111
• Measurement of fair value, value in use and present value Measurements of fair value, value in use and present value require that the Group calculate future cash flows and make assumptions about the future values of these flows and the discount rates to apply. Estimates and assumptions are based on past experience and other factors believed to be reasonable under the circumstances.
c.2) Basis of consolidation
The consolidated fnancial statements comprise the fnancial statements of Sacyr Vallehermoso, S.A. and subsidiaries at 31 December 2011 and 2010. The fnancial statements of the subsidiaries are prepared for the same reporting year as those of the Parent company, based on consistent accounting policies. Adjustments are made as required to harmonise any differences in accounting policies.
Information on subsidiaries, joint ventures and associates is provided in Appendix I, which forms an integral part of these consolidated fnancial statements.
c.2.1 Consolidation principles
Consolidated companies are consolidated from the date that the Group obtains control of the company and deconsolidated when the Group ceases to exercise control. When control of a subsidiary ceases during the course of a year, the consolidated fnancial statements report its results only for the part of the year during which the subsidiary was under Group control.
c.2.2 Subsidiaries
Companies falling within the scope of consolidation are fully consolidated only in the following circumstances: (i) where the Parent company has a direct or indirect shareholding of over 50% and a majority of the voting rights in the corresponding governing bodies, (ii) where the ownership interest is equal to or less than 50% but there are agreements between shareholders that allow the Sacyr Vallehermoso Group to control the management of the subsidiary.
c.2.3 Jointly controlled entities
Joint ventures are included within the scope of consolidation using the proportionate consolidation method where there are two or more venturers linked by a contractual arrangement that establishes joint control. The Group reports its share of the assets, liabilities, income and expenses of the joint venture, line by line, in its consolidated fnancial statements.
The Sacyr Vallehermoso Group also includes temporary joint ventures (Uniones Temporales de Empresas, or UTEs) and economic interest groupings (Agrupaciones de Interés Económico, or AIEs) under this heading. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 112 ANNUAL REPORT 2011
c.2.4 Associates
Companies over which the Sacyr Vallehermoso Group has signifcant influence, but not control, are consolidated using the equity method. In preparing these consolidated fnancial statements it has been assumed that the Group exercises signifcant influence over those companies where it has a holding of over 20%, except in specifc cases where its holding is less than 20% but signifcant control can be clearly demonstrated.
Investments in associates are recognised on the consolidated statement of fnancial position at cost plus changes in the percentage of ownership subsequent to the initial acquisition, depending on the Group’s interest in the net assets of the associate, less any impairment in value. The separate consolidated income statement reports the Group’s percentage interest in the proft or loss of the associate. In the event of changes recognised directly in the associate’s equity, the Group recognises its share of these changes directly in its own equity.
c.2.5 Intra-group transactions
The following transactions and balances have been eliminated on consolidation: - Positive and negative balances and costs and income arising from intra-group transactions. - Gains and losses from buying and selling property, plant and equipment and any material unrealised gains on inventories or other assets. - Internal dividends and interim dividends payable recognised by the company paying them.
c.2.6 Financial year end
The reporting date for the fnancial statements of most Sacyr Vallehermoso Group companies is 31 December. Companies whose fnancial years do not end at 31 December have prepared pro- forma fnancial statements as at that date.
c.2.7 Non-controlling interests
The value of the share of non-controlling interests in the equity and proft or loss for the year of consolidated subsidiaries is shown in “Non-controlling interests” on the consolidated statement of fnancial position and separate consolidated income statement, respectively.
c.2.8 Translation of financial statements of foreign subsidiaries
The consolidated statement of fnancial position and separate consolidated income statement items of consolidated foreign companies are translated to euros using the year-end exchange rate method, which means:
• All assets, rights and obligations are converted to euros using the exchange rate prevailing at the foreign subsidiaries’ reporting date. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 113
• Separate consolidated income statement items are translated at the average exchange rate for the year.
• The difference between the equity of foreign companies, including the separate consolidated income indicated in the preceding section, translated at historical exchange rates, and the equity arrived at by translating the assets, rights and liabilities using the above criteria is shown as “Translation differences” under Equity on the consolidated statement of fnancial position.
Transactions in currencies other than each company’s functional currency are recognised at the exchange rates prevailing at the transaction date and subsequently translated to euros as explained in this note.
c.3) Business combinations and goodwill
Business combinations are recognised using the acquisition method.
Identifable assets acquired and liabilities assumed are recognised at their fair value at the acquisition date. In each business combination the acquirer measures any non-controlling interests in the acquiree company at either fair value or the proportional share of minority interest in identifable net assets of the acquiree. Acquisition costs are recognised as expenses in the income statement.
When the Group acquires a business, it will classify or designate the acquired assets and liabilities as necessary based on contractual agreements, economic circumstances, accounting and operating policies and other relevant conditions applying at the acquisition date.
If the business combination is carried out in several steps the Group remeasures its previous interest in the equity of the acquiree previously held at fair value at the acquisition date and recognises any resulting gains or losses in income.
Any contingent consideration that the Group transfers is recognised at fair value at the acquisition date. Changes in fair value of contingent considerations classifed as an asset or liability are recognised in accordance with IAS 39, with any resulting gain or loss recognised in either income or other comprehensive income. If the contingent consideration is classifed as equity it is not remeasured and subsequent settlement is accounted for within equity.
Goodwill arising from a business combination is initially measured at cost at the time of the acquisition. This is the excess of the consideration transferred plus any non-controlling interest in the acquiree over net identifable assets acquired and liabilities assumed. If the consideration is less than the fair value of the acquiree’s net assets, the difference is recognised in income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 114 ANNUAL REPORT 2011
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash- generating units, that are expected to beneft from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.
Impairment is determined for goodwill by assessing the recoverable amount of the cash- generating unit or group of cash-generating units to which the goodwill relates. Where the recoverable amount of the cash-generating unit or group of cash-generating units is less than their carrying amount, the Group recognises an impairment loss.
Impairment losses relating to goodwill cannot be reversed in future periods.
If goodwill has been allocated to a cash-generating unit and the entity sells or otherwise disposes of an asset from this unit, goodwill associated with the activity is included in the carrying amount of the business when determining the gain or loss from the disposal and measured based on the relative values of the activity disposed of and that part of the cash-generating unit still held.
c.4) Other intangible assets
These include computer software, development costs, key money and greenhouse gas emission rights. These assets are carried at acquisition or production cost, less accumulated amortisation and any accumulated impairment losses. An intangible asset is recognised only if it is probable that the future economic benefts attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.
Costs incurred in each development project are capitalised when the Group can demonstrate:
- the technical feasibility of completing the intangible asset so that it will be available for use or sale - its intention to complete the asset for use or sale - how the asset will generate future economic benefts - the availability of resources to complete the asset - the ability to measure reliably the expenditure during development
Capitalised development costs are amortised over the period of expected future revenue or beneft from the project.
“Computer software” shows the carrying amount of computer programmes acquired from third parties and intended for use over several years. Computer software is amortised over its useful life, which is generally four years.
“Key money” is the amount paid for the right to lease business premises. Key money is amortised over its useful life, which is generally fve years.
“Greenhouse gas emission rights” are rights received under the various national allocation plans. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 115
In light of the United Nations Framework Convention on Climate Change and the Kyoto Protocol, which set a European Community target for reduction of greenhouse gas emissions, an emissions rights trading system has been created.
Emission rights are measured at their price of acquisition or production. On 31 December 2011,
Sendeco, the Spanish CO2 emission rights trading system, published the price of a CO2 emission right at 6.65 euros (13.90 euros in 2010). These rights are measured at the start of each calendar year. A balancing entry is made under “Government grants” and released to income as the rights are used. Emission rights are not amortised but a provision for emission costs is recognised under “Provisions” in line with the actual use of the greenhouse gas emission rights. In April of each year the rights consumed in the previous year are settled with the authorities and adjustments are made to greenhouse gas emission rights under intangible assets, provisions and government grants.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net proceeds of disposal and the carrying amount of the asset. They are recognised in the separate consolidated income statement when the asset is derecognised.
c.5) Property, plant and equipment
Property, plant and equipment is measured at cost, including all directly related costs incurred before the asset becomes available for use, net of accumulated depreciation and accumulated impairment losses.
The costs of expanding, upgrading or improving property, plant and equipment which increase their productivity, capacity or effciency or prolong their useful life are capitalised as an increase in the cost of the asset.
Repair and maintenance costs for the year are recognised in the separate consolidated income statement.
Leased assets in which the terms of the arrangement transfer to the Group substantially all the risks and benefts incidental to ownership of the leased item are classifed as fnance leases. Properties acquired through fnance leases are carried at the lower of fair value and the present value of the minimum lease payments at the inception of the lease, less any accumulated depreciation and impairment.
Depreciation is recognised in the separate consolidated income statement on a straight-line basis over the estimated useful life of each asset. Depreciation of the assets begins from the moment they become available for use.
The cost of property, plant and equipment is depreciated using the straight-line method over the period of the asset’s estimated useful life, except for machinery, which is depreciated using the declining balance method in nearly all cases: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 116 ANNUAL REPORT 2011
Buildings for own use 50 - 68 Machinery 5 - 10 Materials for installations 2 - 4 Tools and associated equipment 4 - 8 Transport equipment 5 - 8 Furniture and fittings 9 - 12 Data processing equipment 3 - 4 Complex pieces of plant and equipment 2 - 4 Other property, plant and equipment 5
At the end of each reporting period, the Group reviews and, where necessary, adjusts the assets’ residual values, useful life and depreciation method.
Borrowing costs that are directly attributable to the acquisition or development of property, plant and equipment are capitalised when assets require more than a year to be ready for use.
c.6) Investment properties
Investment properties are recognised at cost, including directly attributable start-up costs, the initial estimate of decommissioning costs and transaction costs. Subsequent investments in the property are recognised at cost, applying the same criteria as for property, plant and equipment.
In accordance with the accounting treatment required by IAS 23, borrowing costs that are directly attributable to the acquisition or development of investment property are capitalised when assets require more than a year to be ready for their intended use.
The costs of any improvements that increase the properties’ rental yield are capitalised each year. In contrast, repairs which do not prolong or improve the useful life of the assets, as well as maintenance costs, are recognised in the separate consolidated income statement as incurred.
Investment properties are derecognised when sold or permanently withdrawn from use and no future economic benefts are expected from their disposal. Any gains or losses on the retirement or disposal of any investment property are recognised in the separate consolidated income statement of the year of the retirement or disposal.
Investment properties are depreciated based on their acquisition cost using the straight-line method over their estimated useful life, as revised annually, which is 50-68 years.
The Group remeasures its investment properties when the market value of the assets falls below their net carrying amount. Market value is appraised independently.
c.7) Concession projects
Under the various concession agreements, until each concession project becomes operational, all planning, construction, expropriation and other expenses, including the corresponding portions WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 117
of administration expenses and fnance cost and depreciation of other property, plant and equipment, are capitalised as investments in concession projects.
Investment in these concession projects includes any revaluations applied by any company under prevailing legislation until the date of transition to IFRS.
For certain subsidiaries where the carrying amount of equity at the date of acquisition is greater than the associated investment the excess is recorded under “Concession projects”.
Certain companies have begun to depreciate some items of returnable property, plant and equipment whose estimated useful life is less than the concession period. These items continue to be depreciated over their estimated useful life.
In relation to other investments in concession projects, i.e., returnable assets that are not technically depreciated over the life of the concession, the Group has opted to use a depreciation method based on the economic use of the assets under concession, except for hospital concessionaire companies, which depreciate the assets on a straight-line basis over the period in question.
Service concession arrangements acquired through business combinations after 1 January 2004 (transition date to IFRS) are measured in accordance with IFRS 3 at fair value (based on discounted cash flow valuations at the acquisition date) and depreciated by the straight-line method over the concession period.
Regarding accounting methods, see Note 3.c.10.
c.8) Financial assets
Financial assets are initially measured at fair value, which generally coincides with acquisition cost, adjusted for any directly attributable transaction costs, except fnancial assets held for trading, for which gains or losses are recognised in proft or loss for the year.
The Group classifes fnancial assets into the following groups:
- Loans to companies accounted for using the equity method: This includes loans granted by the various Group companies to companies accounted for using the equity method.
- Available-for-sale financial assets: These are investments in equity instruments that do not meet IFRS criteria for consideration as investments in subsidiaries, associates or joint ventures. They are recognised in the consolidated statement of financial position at fair value where fair value can be determined. If this is not possible, the assets are recognised at cost less any impairment losses. Any gains or losses arising from changes in fair value are recognised directly in equity until the investment is derecognised or determined to be impaired, at which time the accumulated gain or loss previously recorded in equity is recognised in the separate consolidated income statement. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 118 ANNUAL REPORT 2011
- Receivables from certain service concession agreements which apply the fnancial asset model under IFRIC 12 (see Note 3.c.10). These are initially measured at amortised cost. A credit based on an effective interest rate is then recognised as fnance income at each closing date over the lifetime of the agreement.
- Other loans and receivables: After initial measurement at the fair value of collection rights, loans and receivables are carried at amortised cost, which means the original carrying amount less repayments of principal, plus interest receivable, less any provision for impairment or default. Accrued interest is recognised in the consolidated income statement as an increase in the amount receivable, unless paid as accrued.
- Financial assets held for trading: Those acquired for the purpose of selling in the near term to obtain profts from fluctuations in their prices.
- Financial instruments at fair value through proft or loss: The Group uses derivative fnancial instruments such as currency contracts and interest rate swaps to hedge its interest rate and foreign currency risks (see Note c.22 for a detailed explanation).
- Guarantees and deposits given: these represent the amounts posted as a guarantee of compliance with obligations or as a deposit.
Financial assets are derecognised when:
- the rights to receive cash flows from the asset have expired; or
- the Group has transferred its rights to receive cash flows from the asset and transferred substantially all the risks and rewards incidental to ownership of the asset.
In the accompanying consolidated statement of fnancial position, fnancial assets and, in general, all assets and liabilities, are classifed on the basis of their contractual or estimated maturity. For this purpose, those maturing in 12 months or less are classifed as current and those maturing in over 12 months, as non-current.
The Group generally recognises normal purchases and sales of fnancial assets at the settlement date.
There are no signifcant differences between the fair values and carrying amounts of the Sacyr Vallehermoso Group’s fnancial assets and liabilities.
c.9) Impairment
c.9.1 Impairment of property, plant and equipment and intangible assets
Impairment losses are recognised for all assets or, where appropriate, the related cash-generating units, when an asset’s carrying amount exceeds its recoverable amount. Impairment losses are recognised in the separate consolidated income statement. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 119
The Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired. Where such indications exist, and in the case of goodwill even if they do not, the recoverable value of the assets is estimated.
Recoverable amount is the higher of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specifc to the asset. For assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-generating units to which the asset belongs.
Impairment losses in respect of cash-generating units are allocated frst to reduce the carrying amount of any goodwill allocated to the unit and, second, to reduce the carrying amount of the other assets based on a review of the individual assets that show indications of impairment.
Except in the case of goodwill, a previously recognised impairment loss is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount. The reversal of an impairment loss is recognised in consolidated proft or loss.
An impairment loss can only be reversed up to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset.
c.9.2 Impairment of financial assets
When a decrease in the fair value of an available-for-sale fnancial asset has been directly recognised in equity and there is objective evidence that the asset is impaired, the accumulated losses previously reported in equity are recognised in the separate consolidated income statement for the year. The accumulated loss recognised in proft or loss is the difference between cost and current fair value.
An impairment loss on an investment in an equity instrument classifed as available for sale is reversed through equity, with no effect on proft or loss.
If the fair value of a fxed-income fnancial instrument classifed as available for sale increases and this increase can be objectively related to an event occurring after the impairment loss was recognised in proft or loss, this loss can also be reversed in the separate consolidated income statement.
The recoverable amount of held-to-maturity investments and receivables carried at amortised cost is calculated as the present value of the expected future cash flows discounted at the original effective interest rate. Current investments are not discounted to present value.
Impairment losses on held-to-maturity fnancial investments or receivables carried at amortised cost are reversed if the subsequent increase in the recoverable amount can be objectively related to an event occurring after the impairment loss was recognised. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 120 ANNUAL REPORT 2011
c.10) Receivables from concessions
IFRIC 12 regulates the accounting treatment of public-private partnership agreements on service concession arrangements from the concessionaire company’s point of view and prescribes accounting methods based on the nature of the agreements struck with the grantor. It applies to public-private service concession agreements when:
• the grantor controls or regulates which services the concessionaire company needs to provide in respect of infrastructure, to whom it should provide the services and at what price;
• the grantor controls all signifcant residual interests in the infrastructure once the concession agreement expires.
Under such agreements the concessionaire company acts as service provider, rendering construction or infrastructure upgrade services initially and operating and maintenance service during the lifetime of the concession.
Depending on the type of rights that the concessionaire company receives as consideration for the construction or upgrade work, the following accounting methods are applied:
1. Intangible asset model This method is usually applied when the concession operator has the right to charge users for the use of the public service. The right is not unconditional but depends on users using the service. Therefore the concession operator assumes the demand risk.
In these cases the asset that should be recognised as consideration for the construction or upgrade services (i.e., the value of the right to charge users for a public service under the concession) is measured in accordance with IAS 38 “Intangible assets” and amortised over the lifetime of the concession.
2. Financial asset model Under this model the concession operator recognises a fnancial asset where it has an unconditional contractual right to receive from the grantor (or from others on the grantor’s behalf) cash or another fnancial asset as consideration for the construction and operation services provided, and the grantor has little or no possibility of avoiding the payment. This means that the grantor guarantees payment to the concession operator of a fxed or measurable sum or, in some cases, makes good on any defcit in income. In this case, the operator assumes no demand risk, as it would be paid even if no one used the infrastructure.
In this case, the asset is measured according to IAS 32, IAS 39 and IFRS 7 on Financial instruments. The fnancial asset is recognised under fnancial assets from the moment work begins, calculated using an effective interest rate equal to the project’s internal rate of return.
3. Mixed model Under the mixed model, the fnancial asset model is applied to the elements of the agreement where payment of a sum is guaranteed and the intangible asset model is applied to the unguaranteed portion. The key distinction is between the elements of income that offset the WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 121
initial investment in the assets (intangible asset model) and those that are paid in settlement of receivables (fnancial asset model).
In accordance with the transitional provisions of IFRIC 12, the main implication for the consolidated fnancial statements is that concession projects for which income is guaranteed by the authorities are classifed and measured as fnancial assets.
The Group separately recognises income and expenses corresponding to infrastructure construction or upgrade services for the concession, whether the construction is carried out by a Group company or by an unrelated third party; that is, it records the gross amount of such income and expenses.
c.11) Non-current assets held for sale and associated liabilities
A non-current asset is classifed as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continued use. This condition is deemed to have been met only when disposal is highly probable and the asset is available for immediate sale in its current state. The sale must be expected to occur within one year from the classifcation date.
These assets are measured at the lower of carrying amount and fair value less costs to sell or, where IAS 39 applies, at fair value without deducting any costs to sell.
Liabilities related to assets that meet the above defnition are recognised under “Liabilities associated with non-current assets held for sale” of the consolidated statement of fnancial position.
c.12) Inventories
Land lots, developments under construction and completed buildings, in each case held for sale, are measured at cost of acquisition or construction, as described below:
• Buildings are measured according to the cost system indicated below for developments under construction. Buildings that were acquired after completion are recorded at cost, including costs directly attributable to the acquisition.
• Developments under construction include costs incurred for residential property developments whose construction is not yet complete. direct construction costs certifed by the relevant project managers, development costs and fnance costs incurred over the construction phase. Once construction has begun, the value of buildings and other structures includes the cost of the land lots on which they are built.
• Land lots and adaptation of land are valued at cost of acquisition, which includes costs directly related to purchases. The value of land and lots also includes the capitalised cost of spending on the project, on urban development and on planning up to the point where the lot is ready for development. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 122 ANNUAL REPORT 2011
“Inventories” includes the fnance costs accrued during the construction phase.
Stockpiles of raw and other materials and consumables are valued at cost.
Products and work in progress are measured at their cost of production, which includes the cost of materials, labour and direct production costs.
The Group writes down the value of its inventories where the cost booked exceeds market value, based on independent appraisals.
Project start-up costs are costs incurred up to the start of construction and are recognised in proft or loss based on the stage of completion over the lifetime of the project.
In the residential development business, impairment losses are recorded to cover any estimated losses on projects.
c.13) Trade and other receivables
Discounted bills pending maturity at 31 December are included in the accompanying consolidated statement of fnancial position under “Trade receivables”, with a balancing entry in “Interest- bearing loans and borrowings”.
c.14) Cash and cash equivalents
“Cash and cash equivalents” comprise cash at banks and at hand and short-term deposits with an original maturity of three months or less and no exposure to signifcant changes in value.
c.15) Capital increase costs
Capital increase costs are recognised as a decrease in equity, net of any tax effect.
c.16) Treasury shares
Shares of the Parent company held by the Group are shown at cost and recognised as a deduction from equity. No gain or loss is recognised in proft or loss on the purchase, sale or redemption of treasury shares. Any gains or losses on the sale of these shares are recognised directly in equity at the time they are sold.
c.17) Provisions
Provisions are recognised in the consolidated statement of fnancial position when the Group WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 123
has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefts will be required to settle the obligation. Amounts recognised as provisions are the best estimate of the amounts required to offset the present value of the obligations at the reporting date.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the liability.
The policy on contingencies and expenses is to make provisions for the estimated amount of probable or certain liabilities arising from legal proceedings in progress, compensation or obligations pending, and for guarantees and other similar commitments. These are recorded as soon as the liability or obligation arises.
The provision for completion of construction is recorded as a liability in the statement of fnancial position and reflects the estimated amount of payment liabilities for completion of construction which cannot yet be determined or for which the actual settlement date is not known, being contingent upon the fulflment of certain conditions. Provisions are made according to the best estimates of the annual accrual, which is between 0.5% and 1% of the completed project.
The Group has two pension plans that provide complementary retirement benefts to the employees of certain companies beyond their Social Security entitlements. In compliance with Spanish law, these schemes are outsourced through a defned beneft plan in the case of Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) and through life insurance policies in the case of Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA).
In accordance with IAS 19, both pension plans underwent an independent actuarial valuation at year end.
Actuarial gains and losses are recognised as income or expense when the net accumulated unrecognised actuarial gains and losses for each individual plan at the end of the previous reporting period exceeds 10% of the higher of the defned beneft obligation and the fair value of plan assets at that date. These gains or losses are recognised over the expected average remaining working lives of the employees participating in the plans.
The past service cost is recognised as an expense on a straight-line basis over the average period until the benefts vest. If the benefts vest immediately following the introduction of, or changes to, a pension plan, past service cost is recognised immediately.
Liabilities in respect of defned benefts are the sum of the present values of the obligations and unrecognised actuarial gains and losses, less past service costs not yet recognised and less the fair value of plan assets designated to settle the obligations.
The value of any asset is the sum of any past service cost not yet recognised and the present value of any economic benefts available in the form of refunds from the plan or reductions in the future contributions to the plan. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 124 ANNUAL REPORT 2011
c.18) Financial liabilities
Financial liabilities are classifed, for measurement purposes, into the following categories:
• Interest-bearing loans and borrowings and payables
These include trade payables for goods and services plus negative balances on non-trade transactions not including derivatives.
They are initially recognised in the consolidated statement of fnancial position at fair value, which, unless there are indications to the contrary, is the transaction price measured as the fair value of the consideration received less directly attributable transaction costs.
Subsequently, they are measured at amortised cost. Accrued interest is recognised in the separate consolidated income statement using the effective interest rate method.
However, trade payables due within a year which have no contractual interest rate and are expected to be paid in the short term are measured at their nominal value when the effect of not discounting cash flows is insignifcant.
• Hedging derivatives
See Note c.22).
Financial liabilities are derecognised when the corresponding obligation is discharged, cancelled or expires.
Liabilities maturing in less than 12 months from the balance sheet date are classifed as current and those with longer maturity periods as non-current, except mortgage loans on items of inventory or related to non-current assets held for sale, which are reclassifed as current regardless of the maturity date.
c.19) Foreign currency transactions
Foreign currency transactions are converted to euros at the exchange rate ruling at the date of the transaction. Gains or losses from foreign currency transactions are recognised in the separate consolidated income statement as they occur.
Foreign currency receivables and payables are translated to euros using the closing exchange rate. Unrealised exchange differences on transactions are recognised in the separate consolidated income statement.
c.20) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 125
Non-repayable grants used to fnance returnable assets are recognised as deferred income at their fair value. These grants are released to income in proportion to the depreciation charged for the assets fnanced with the grants.
Certain Chilean companies have recognised in their fnancial statements the annual grants receivable from the Chilean Ministry of Public Works under their respective concession contracts. These receivables are recognised in income following the same criteria as those used to depreciate the assets under concession.
c.21) Income tax expense
The income tax expense each year is calculated as the sum of the current tax expense, derived by applying the current tax rate to the tax base for the year after taking into account all applicable tax credits and relief, and the change in deferred tax assets and liabilities which are recognised in the income statement.
Income tax expense is recognised in the separate consolidated income statement except when it relates to items recognised directly in equity, in which case it is recognised in equity.
In accordance with Royal Decree 4/2004 of 5 March approving the revised Income Tax Law (Ley del Impuesto sobre Sociedades), Sacyr Vallehermoso, S.A. and its subsidiaries have decided, with the approval of each company’s corporate bodies, to fle a consolidated tax return, and have duly notifed the A.E.A.T. (the Spanish tax authorities), which assigned Sacyr Vallehermoso, S.A., the Group’s Parent company, tax number 20/02.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates used are those enacted at the reporting date.
Deferred income tax is recognised using the liability method for all temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fnancial statements.
The Group recognises deferred tax assets for all deductible temporary differences, carryforwards of unused tax credits and unused tax losses, to the extent that it is probable that taxable proft will be available against which the deductible temporary differences, and the carryforwards of unused tax credits and unused tax losses, can be utilised, except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting proft nor taxable proft or loss, and
• in respect of deductible temporary differences relating to investments in subsidiaries, associates and interests in joint ventures. In these cases, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable proft will be available against which the temporary differences can be recovered. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 126 ANNUAL REPORT 2011
The carrying amount of the deferred tax assets are reviewed by the Group at each reporting date and reduced to the extent that it is no longer probable that suffcient taxable proft will be available to allow all or part of the deferred tax asset to be applied. The Group also reassesses unrecognised deferred tax assets at each reporting date and recognises them to the extent that it has become probable that future taxable proft will allow the deferred tax asset to be recovered.
The Group recognises deferred tax liabilities for all taxable temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting proft nor taxable proft or loss, and
• in respect of taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, where the timing of the reversal of the temporary difference can be controlled by the Parent and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
c.22) Financial instruments hedging derivatives
The Group uses derivative fnancial instruments such as forward currency contracts and interest rate swaps to hedge its interest rate and foreign currency risks. Such derivative fnancial instruments are initially recognised at fair value at the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Any gains or losses arising from changes in fair value on derivatives during the year that do not qualify for hedge accounting are recognised directly in proft or loss for the year.
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profles. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments.
For the purpose of hedge accounting, hedges are classifed as: • fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability, • cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a forecast transaction, • hedges of a net investment in a foreign operation.
Hedges of the foreign currency risk of a frm commitment are recognised as cash flow hedges.
At the inception of a hedge relationship, the Group formally designates and documents the hedge WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 127
relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identifcation of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows, and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the fnancial reporting periods for which they were designated.
Hedges which meet the strict criteria for hedge accounting are accounted for as follows:
- Fair value hedges Fair value hedges are hedges of the Group’s exposure to a change in the fair value of a recognised asset or liability or of an unrecognised frm commitment or of an identifed portion of such an asset, liability or frm commitment, that is attributable to a particular risk and could affect proft or loss. In fair value hedges, the carrying amount of the hedged item is adjusted to reflect gains and losses in the hedged risk, the derivative is remeasured at fair value and the gains and losses from both are recognised in proft or loss.
When an unrecognised frm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the frm commitment attributable to the hedged risk is recognised as an asset or liability, with a corresponding gain or loss recognised in proft or loss. The changes in the fair value of the hedging instrument are also recognised in proft or loss.
The Group discontinues the hedge accounting if the hedging instrument expires or is sold, terminated or exercised, no longer meets the criteria for hedge accounting, or the Group revokes the designation.
- Cash flow hedges Cash flow hedges are hedges of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction and that could affect proft or loss. The effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while any ineffective portion is recognised immediately in the separate consolidated income statement.
Amounts taken to equity are transferred to the income statement when the hedged transaction affects proft or loss, such as when the hedged fnance income or expense is recognised or when a forecast sale or purchase occurs. Where the hedged item is the cost of a non-fnancial asset or non-fnancial liability, the amounts taken to equity are transferred to the initial carrying amount of the non-fnancial asset or liability.
If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to proft or loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs. If the related transaction is no longer expected to occur, the amount is taken to the separate consolidated income statement. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 128 ANNUAL REPORT 2011
- Hedges of a net investment Hedges of a net investment in a foreign operation, including hedges of a monetary item accounted for as part of the net investment, are treated similarly to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised directly in equity, while any gains or losses relating to the ineffective portion are recognised in proft or loss. On disposal of the foreign operation, the accumulated value of any such gains or losses recognised directly in equity is transferred to proft or loss.
c.23) Related parties
The Group defnes related parties as its direct and indirect shareholders, subsidiaries and associates, directors and key management personnel, as well as any individuals or legal entities dependent on such persons.
c.24) Income and expense recognition
In general, income and expenses are recorded according to the accruals principle, that is, at the moment the goods or services represented by them are provided, regardless of when actual payment or collection occurs.
Income is only recognised when all the following criteria have been satisfed:
- the risks and rewards of ownership have been transferred, - control over goods has been transferred, - the amount of income and costs incurred or to be incurred can be measured reliably, - it is probable that the economic benefts associated with the transaction will flow to the company.
The Sacyr Vallehermoso Group uses the following methods to recognise income in certain specifc business areas:
1.- Construction companies. Contract income corresponds to the sum of the stipulated contract price plus the value of the changes made to original work, as well as claims or incentives which are likely to be received and can be quantifed reliably.
Contract costs include: • Net costs directly related to the contract, such as labour costs, materials, etc.
• Related contract costs, e.g., insurance, fnance costs, indirect costs such as technical assistance not directly related to a specifc contract. These costs are distributed equally using systematic, rational criteria.
• Other costs billable to the customer under the contract, which include certain general administration and development costs, provided that they have been specifed in the contract. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 129
• Costs that cannot be attributed to the contracting activity or allocated to specifc contracts are excluded from construction contract costs.
The recognition of income or costs related to a construction contract differs depending on whether the outcome of the contract can be estimated reliably. To estimate contract outcome reliably, the following criteria must be satisfed:
• it is probable that the economic benefts budgeted in the contract will flow to the group,
• the contract costs can be identifed clearly and measured reliably,
• for contracts with a fxed price, it must likewise be possible to measure the costs to complete the project and the current stage of completion reliably at the reporting date, so that actual costs incurred can be compared with the prior estimates.
If the outcome of the contract can be estimated in a suffciently reliable manner, contract income and costs are recognised by reference to the stage of completion at the reporting date.
Where the contract outcome cannot be measured reliably, income is recognised only to the extent of the expenses incurred that are eligible for recovery, while costs incurred during the period are recognised in the year. If the outcome of a contract is expected to be a loss, the loss is recorded immediately.
To assess the stage of completion of a contract, which determines the income or proft to be recognised, the Sacyr Vallehermoso Group uses the percentage-of-completion method. Each month the costs incurred are measured as a proportion of the total budgeted cost and the month’s production recognised as income. Costs of carrying out the work are recognised as accrued.
The difference between the original production amount at the beginning of each project and the amount certifed up to each reporting date is recorded as “Completed work pending certifcation” under “Trade and other receivables”.
Auxiliary work performed for construction projects, including general and specifc construction installations and study and project expenses, is allocated proportionally, in accordance with the ratio of costs incurred to budgeted costs. The unamortised amount is recognised in “Inventories” on the consolidated statement of fnancial position.
The estimated costs of termination of the project or contract are provisioned on an accrual basis to “Trade provisions” in the consolidated statement of fnancial position over the life of the project or contract and recognised in proft or loss based on the proportion of work completed as a percentage of estimated costs. Costs incurred after completion of work but before its fnal termination are charged against these provisions.
2.- Property development companies The Group recognises proft and loss in each year and reports sales under “Revenue” when the risks and rights incidental to ownership of the property have been substantially transferred to the buyer. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 130 ANNUAL REPORT 2011
Prepayments by customers before the building is delivered are reported as “Advances received on orders” under “Trade and other payables” on the liabilities side of the statement of fnancial position.
For developments expected to generate a loss, full provisions are recorded once this circumstance becomes known.
3. Concession companies Income and expenses are recorded according to the accruals principle, that is, at the moment the goods or services represented by them are provided, regardless of when actual payment or collection occurs.
Income is only recognised when all the following criteria have been satisfed: • the amount of income and costs incurred or to be incurred can be measured reliably, and • it is probable that the economic benefts of the transaction will flow to the Company.
The Group recognises foreseeable liabilities and losses arising in the current or prior years as soon as they are known, provided they comply with IFRS requirements for risk recognition. The accounting methods of IFRC 12 are set out in 3.c.10.
c.25) Assumable mortgage loans
Assumable mortgage loans are recognised under “Interest-bearing loans and borrowings” on the consolidated statement of fnancial position and classifed as current if they relate to inventory fnance carried as current assets on the consolidated statement of fnancial position.
c.26) Advances received on orders
This heading appears under “Trade and other payables” on the liabilities side of the consolidated statement of fnancial position and includes prepayments received from customers on uncompleted work and on buildings awaiting delivery.
c.27) Termination benefits
Companies must compensate employees contracted for a project or service when they cease to work on the projects for which they were contracted through no fault of their own.
As there is no foreseeable need to terminate the contracts of employees and given that employees who retire or leave the Company of their own accord are not entitled to compensation, any termination benefts are recognised in proft or loss when decisions are made and notifed to the employee concerned. Given that there are no plans to dismiss permanent staff in the near future, no provision has been recorded for termination benefts in 2010 and 2011. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 131
c.28) Environmental initiatives
Costs incurred to acquire systems, equipment and installations for the purpose of eliminating, mitigating or monitoring the potential environmental impact of the Group’s activities carried out in the normal course of business are recorded as investments in fxed assets.
Other environment-related expenses that do not concern the acquisition of fxed assets are recorded as expenses for the year.
The Parent company’s directors consider that any contingencies arising in connection with environmental matters are adequately covered by existing insurance policies.
c.29) Segment information
The Group identifes segments based on the following factors:
- The businesses engage in similar economic activities.
- They provide users of the consolidated fnancial statements with the relevant fnancial information on the activities of the Group’s businesses and the economic environments in which it operates.
The Group’s management regularly reviews the operating results of the segments individually in order to make decisions on allocating resources and assess results and performance. Operating segments are assessed based on their operating income (see Note 40). WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 132 ANNUAL REPORT 2011
4. Non-current assets held for sale and discontinued operations.
The details of income and expenses included under “Proft for the year from discontinued operations” in the separate consolidated income statement for the years ended 31 December 2010 were as follows:
Thousands of euros
SEPARATE INCOME STATEMENT 2010 Revenue 20,445 Other operating income 965 OPERATING INCOME 21,410 Employee benefits expenses (1,431) Depreciation and amortisation expense (3,170) Change in trade provisions (1,941) Other operating expenses (4,757) TOTAL OPERATING EXPENSES (11,299) OPERATING PROFIT/(LOSS) 10,111 NET GAIN/(LOSS) ON DISPOSAL OF ASSETS (9,915) Other interest and similar income 30 FINANCE INCOME 30 Finance and similar expenses (9,047) Change in value of financial instruments at fair value through profit or loss 22 Change in provisions for financial investments Exchange gains/(losses) FINANCE COSTS (9,025) NET FINANCE INCOME/(COSTS) (8,995) CONSOLIDATED PROFIT BEFORE TAX (8,799) Income tax 839 PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS (7,960) NON-CONTROLLING INTERESTS (57) EQUITY HOLDER OF THE PARENT (8,017)
4.1. Itínere
Under IFRS 5, the Group’s 15.479% interest in Itínere Infraestructuras, S.A. at 31 December 2011 (15.214% at 31 December 2010) was classifed as a non-current asset held for sale as the value of the asset is expected to be recovered through its sale rather than continuing use. Under international standards this condition is deemed to have been met only when disposal is highly probable and the assets are available for immediate sale in their current state. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 133
In accordance with IAS 39, the interest in Itínere Infraestructuras, S.A. was recognised at fair value, without deducting any potential costs to sell. At 31 December 2011 and 2010, its fair value per share was 5.2 euros. This value was estimated by discounting the cash flows that the shareholder is expected to receive throughout the concession periods, in accordance with the fnancial- economic plans agreed on with the concession grantors.
Changes resulting from restatements to fair value are recognised directly in equity until the fnancial asset is derecognised from the consolidated statement of fnancial position or its value is considered impaired, at which point the amount recognised in equity is taken to the separate consolidated income statement.
“Non-current assets held for sale” at 31 December 2010 totalled 311.7 million euros, as indicated below:
Fair value Value (in euros) Nº of shares per share
Itínere shares 173,036,391 33,276,229 5.2
Participating loan 138,665,478 - -
TOTAL 311,701,869
“Non-current assets held for sale” at 31 December 2011 totalled 319.8 million euros, as shown below:
Fair value Value (in euros) Nº of shares per share
Itínere shares 173,036,391 33,276,229 5.2
Participating loan 146,756,460 - -
TOTAL 319,792,851
The Sacyr Vallehermoso Group’s participating loan to Itínere Infraestructuras, S.A. was agreed on 16 July 2009 and matures on 31 March 2021. It pays a fxed annual coupon of 1% on principal outstanding at the end of each fnancial year plus a floating rate benchmarked to the EBITDA of the borrower’s operating subsidiaries each year. The Group expects to recover the value of this loan by selling it along with its shareholding in Itínere Infraestructuras, S.A.
On 8 July 2010, Sacyr Vallehermoso S.A. sold a total of 1,121,706 shares in Itínere Infraestructuras (0.513% of the company’s capital), as well as 4.17 million euros of the participating loan it held with that company. Total proceeds from the loan were 10.32 million euros.
At year-end 2011, the Group had not yet completed the full sale of Itínere Infraestructuras, S.A. However, since the delays to the sale were caused by circumstances beyond the Group’s control and the Group remains frmly committed to the planned sale and is actively marketing the assets WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 134 ANNUAL REPORT 2011
at a fair price, it decided to retain Itínere Infraestructuras, S.A.’s classifcation as a non-current asset held for sale.
4.2. Shadow toll and transport hub concessions
This refers only to 2010. At 13 May 2010, Sacyr Vallehermoso agreed to sell 49% of its shares in four of Sacyr Concesiones’ concession assets for 46.8 million euros. The sale was completed on 28 July 2010.
Specifcally, the Group transferred these companies to two newly created companies (Autovías Peaje en Sombra, S.L. and Concesiones de Intercambiadores de Transporte, S.L.) and subsequently sold 49% stakes in both companies.
The assets concerned are two shadow-toll motorways, Autovía del Noroeste Concesionaria de CARM, S.A.U. (100%) and Autovía del Turia Concesionaria de la Generalitat Valenciana, S.A. (89%), and two transport hubs, Intercambiador de Transportes de Moncloa, S.A. (100%) and Intercambiador de Transportes de Plaza Elíptica, S.A. (100%),
In accordance with IFRS 3 and 5, on 13 May 2010 Sacyr Vallehermoso Group transferred the assets and liabilities belonging to these four companies to “Non-current assets held for sale” and ceased to depreciate the assets from then on. The transfer was done at carrying amount, since this was lower than the fair value net of selling costs.
The sale was completed in July 2010. Once the transaction had been carried out, the unsold assets and liabilities were reconsolidated into the statement of fnancial position under the corresponding headings at the fair value of the transaction using the proportionate consolidation method. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 135
5. Property, plant and equipment
Movement in property, plant and equipment in 2010 and 2011 and the related accumulated depreciation are as follows:
Reclassific. Changes accounting year Balance at Translation Balance at Additions Decreases and in scope of 2010 (Thousands of euros) 31/12/09 effect 31/12/2010 transfers consolidation Land and buildings 119,628 23,644 (4,283) (6,920) 0 108 132,177 Plant and machinery 489,666 96,093 (25,550) 48,782 (105) 1,443 610,329 Other installations, tools and furniture 104,313 6,036 (9,974) (3,271) (61) 130 97,173 Prepayments and work-in-progress 134,628 45,651 (63,293) (58,333) 0 0 58,653 Other items of property, plant and 99,875 46,176 (6,953) 7,467 (393) 327 146,499 equipment Cost 948,110 217,600 (110,053) (12,275) (559) 2,008 1,044,831 Impairment (2,689) (607) 587 0 0 0 (2,709) Impairment (2,689) (607) 587 0 0 0 (2,709) Land and buildings (29,614) (3,339) 1,354 3,309 0 (30) (28,320) Plant and machinery (225,623) (46,040) 11,973 877 47 (1,218) (259,984) Other installations, tools and furniture (67,767) (8,443) 12,406 4,257 29 (91) (59,609) Other items of property, plant and (54,508) (15,923) 5,629 (4,660) 165 (208) (69,505) equipment Accumulated amortisation (377,512) (73,745) 31,362 3,783 241 (1,547) (417,418) TOTAL 567,909 143,248 (78,104) (8,492) (318) 461 624,704
Reclassific, Changes accounting year Balance at Translation Balance at Additions Decreases and in scope of 2011 (Thousands of euros) 31/12/10 effect 31/12/2011 transfers consolidation Land and buildings 132,177 1,751 (6,521) 9,661 0 72 137,140 Plant and machinery 610,329 37,344 (8,720) 12,765 121 676 652,515 Other installations, tools and furniture 97,173 4,964 (4,177) 6,594 0 (51) 104,503 Prepayments and work-in-progress 58,653 32,629 (3,761) (70,096) 0 474 17,899 Other items of property, plant and 146,499 24,912 (2,454) 16,529 65 708 186,259 equipment Cost 1,044,831 101,600 (25,633) (24,547) 186 1,879 1,098,316 Impairment (2,709) 0 16 0 0 0 (2,693) Impairment (2,709) 0 16 0 0 0 (2,693) Land and buildings (28,320) (4,450) 1,303 71 0 (79) (31,475) Plant and machinery (259,984) (54,206) 5,400 2,414 (11) (419) (306,806) Other installations, tools and furniture (59,609) (9,528) 2,881 988 0 (43) (65,311) Other items of property, plant and (69,505) (20,460) 2,755 (33) (14) (405) (87,662) equipment Accumulated amortisation (417,418) (88,644) 12,339 3,440 (25) (946) (491,254) TOTAL 624,704 12,956 (13,278) (21,107) 161 933 604,369 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 136 ANNUAL REPORT 2011
Additions in 2010 mainly consisted of purchases of machinery by Grupo Unidos por el Canal, S.A. during the construction phase of the third set of locks for the Panama canal and investments in waste treatment, landfll sites and machinery by the urban services division.
In addition, a settlement was adopted on the purchase of building on Calle Claudio Coello (Madrid), for which Testa Inmuebles en Renta, S.A. had made advance payments. The settlement agreement contained no additional provisions that could result in further outflows of resources by Testa. This settlement had no signifcant impact on the Group’s results for 2010.
At 31 December 2010, there were no signifcant commitments to acquire items of property, plant and equipment.
In 2011, the most notable additions once again included those of Grupo Unidos por el Canal, S.A. during the construction phase of the third set of locks for the Panama Canal. Also noteworthy were the reclassifcations from “Prepayments and work in progress” to “Concession projects” owing to the initiation of work on the underground containers in Torrejón and the car park in Puertollano (Ciudad Real).
Impairment losses and corresponding reversals are reported under “Change in provision for impairment of intangible assets, property plant and equipment and securities portfolio” of the consolidated separate income statement.
At year-end 2011, the Group had 115,862 thousand euros of fully depreciated property, plant and equipment in use (68,782 thousand euros in 2010).
All items of property, plant and equipment are used in operations.
Borrowing costs capitalised during the year as increases in the value of property, plant and equipment totalled 285 thousand euros (4,020 thousand euros in 2010). The vast majority of capitalised borrowing costs were specifcally borrowed for projects.
Cumulative borrowing costs capitalised as increases in the value of property, plant and equipment totalled 12,867 thousand euros (12,582 thousand euros in 2010).
Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Property plant and equipment”..
6. Concession projects
Movements in the various items under “Concession projects” in 2010 and 2011 and the related accumulated depreciation were as follows: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 137
Balance Reclassific. Changes accounting year Translation Balance at at Additions Decreases and in scope of 2010 (Thousands of euros) effect 31/12/2010 31/12/09 transfers consolidation Concession projects 1,236,995 23,281 (31,781) 46,286 (82,200) 2 1,192,583 Concession projects under 315,298 328,672 (6,062) (19,575) 2,256 286 620,876 construction Cost 1,552,293 351,954 (37,844) 26,711 (79,944) 288 1,813,459 Impairment 0 0 0 0 0 0 0 Impairment 0 0 0 0 0 0 0 Amortisation (157,138) (39,460) 29,142 (1,665) 2,113 (1) (167,008) Accumulated amortisation (157,138) (39,460) 29,142 (1,665) 2,113 (1) (167,008) TOTAL 1,395,155 312,494 (8,701) 25,046 (77,830) 287 1,646,451
Balance Reclassific, Changes accounting year Translation Balance at at Additions Decreases and in scope of 2011 (Thousands of euros) effect 31/12/2011 31/12/10 transfers consolidation Concession projects 1,192,583 29,925 (2,704) 101,411 (4,649) (1) 1,316,565 Concession projects under 620,876 309,249 (20,559) (223,353) (210,744) 139 475,608 construction Cost 1,813,459 339,174 (23,263) (121,942) (215,393) 138 1,792,173 Impairment 0 (3,460) 1,333 0 0 0 (2,127) Impairment 0 (3,460) 1,333 0 0 0 (2,127) Amortisation (167,008) (45,179) 6,088 9,766 681 1 (195,651) Accumulated amortisation (167,008) (45,179) 6,088 9,766 681 1 (195,651) TOTAL 1,646,451 290,535 (15,842) (112,176) (214,712) 139 1,594,395
In 2010 considerable investment continued in “Concession projects under construction”, mostly related to the Guadalmedina motorway, Arlanzón highway, Murcia Regional Airport and Marão Motorway.
New noteworthy projects coming into operation included Somague Ambiente Group’s water treatment plants which came onstream as the construction work was being completed.
Finally, the reduction due to changes in group scope reflected the sale of 43.61% of Autovía del Turia, Concesionaria de la Generalitat Valenciana S.A., as detailed in Note 4.2.
In 2011, there were noteworthy additions in “concession projects under construction”, owing primarily, as in 2010, to the progress in work on the Murcia Regional Airport and on the Marão motorway, in addition to the reduction in the scope as a result of the sale of 30% of Autopista del Guadalmedina Concesionaria Española, S.A.
The most noteworthy changes in “Concession projects” are increases owing to the opening of the Pazo de Congresos de Vigo and of a stretch of the Arlanzón motorway. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 138 ANNUAL REPORT 2011
At 31 December 2011 and 2010 the Group had fully amortised assets totalling 458 thousand and 359 thousand euros, respectively.
The concession projects under construction or being operated by the Group’s concessionaire companies at the reporting dates in 2010 and 2011 are as follows:
accounting year 2010 (Thousands of euros)
In operation Accumulated Net of Construction Cost amortisation provisions S.C. de Palma de Manacor, S.A. 55,199 (10,152) 45,047 0 Viastur Conc. del Principado de Asturias, S.A. 123,360 (19,362) 103,998 0 Autov. del Turia, Conc. Generalitat Valenciana S.A 94,239 (7,795) 86,444 0 Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 106,041 (7,390) 98,651 0 Aut. del Barbanza Conc. Xunta de Galicia, S.A. 99,998 (7,324) 92,674 0 Autop. del Guadalmedina Conc. Española, S.A. 2,722 (266) 2,456 210,745 Autovía del Arlanzón, S.A. 2,386 (388) 1,998 76,016 Neopistas, S.A.U. 16,594 (6,217) 10,377 0 Total motorways in Spain 500,539 (58,894) 441,645 286,761 Autoestrada do Marão, S.A. 11,759 (45) 11,714 85,250 Autopistas del Valle, S.A. 0 0 0 4,450 Superstrada Pedemontana Veneta, S.R.L. 0 0 0 7,584 N6 Concession Ltd 145,809 (5,651) 140,158 0 Total other motorways 157,568 (5,696) 151,872 97,284 Motorways 658,107 (64,590) 593,517 384,045 Testa Inmuebles en Renta, S.A. 658.107 (440) 10,121 0 Bardiomar, S.L. 36,727 (6,417) 30,310 0 Testa Residencial, S.L.U. 31,738 (9,919) 21,819 0 Pazo de Congreso de Vigo, S.A. 0 0 0 45,062 Trade Center, S.L. 44,037 (8,019) 36,018 0 Rental property 123,063 (24,795) 98,268 45,062 Valoriza Servicios Medioambientales, S.A. 35,853 (11,912) 23,941 22,499 Biorreciclaje de Cádiz, S.A. 5,904 (578) 5,326 0 Residuos de Construcción de Cuenca, S.A. 57 (5) 52 0 Waste treatment 41,814 (12,495) 29,319 22,499 Empresa Mixta Aguas Santa Cruz de Tenerife, S.A. 61,863 (13,461) 48,402 0 Empresa Mixta de Aguas de Las Palmas, S.A. 39,751 (18,972) 20,779 0 Somague Ambiente, S A 243,385 (29,043) 214,342 45,566 Valoriza Agua, S.L. 11,755 (843) 10,912 0 Sociedad Anónima de Depuración y Tratamientos, S.A 0 0 0 0 Water 356,754 (62,319) 294,435 45,566 Aparcamiento Recadero, A.I.E. 1,927 (415) 1,512 0 Somague SGPS (Parque de Estacionamiento Vila Real) 3,652 (1,870) 1,782 0 S. Concesionaria Aeropuerto Region Murcia, S.A. 2,810 (226) 2,584 79,368 NDP, S.C.P.A. 6 (2) 4 0 SIS S.C.P.A. 301 (260) 41 0 Sacyr S.A.U (Apctos. Pza. del Centenario, V. Romero y Juan Explandiú) 0 0 0 44,336 Sacyr S.A.U (Aparcamiento Pza. de la Encarnación) 4,149 (36) 4,113 0 Other 12,845 (2,809) 10,036 123,704 CONCESSION PROJECTS 1,192,583 (167,008) 1,025,575 620,876 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 139
accounting year 2011 (Thousands of euros) In operation Accumulated Construction Cost Provision provisions amortisation S.C. de Palma de Manacor, S.A. 55,199 (12,281) 0 42,918 0 Viastur Conc. del Principado de Asturias, S.A. 123,360 (22,142) 0 101,218 0 Autov. del Turia, Conc. Generalitat Valenciana S.A 105,987 (11,097) 0 94,890 0 Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 106,185 (9,044) 0 97,141 0 Aut. del Barbanza Conc. Xunta de Galicia, S.A. 100,226 (9,846) 0 90,380 0 Autovía del Arlanzón, S.A. 135,195 (3,179) 0 132,016 63,581 Neopistas S.A.U. 16,763 (7,030) 0 9,733 0 Total motorways in Spain 642,915 (74,619) 0 568,296 63,581 Auto Estrada do Marao, S.A. 11,759 (516) 0 11,243 120,006 Autopistas del Valle, S.A. 0 0 0 0 4,659 Superestrada Pedemontana Veneta, S.R.L. 0 0 0 0 21,823 N6 Concession Ltd 26,310 (6,086) 0 20,224 0 Total other motorways 38,069 (6,602) 0 31,467 146,488 Motorways 680,984 (81,221) 0 599,763 210,069 Testa Inmuebles en Renta, S.A. 11,525 (1,123) 0 10,402 0 Bardiomar, S.L. 36,727 (7,758) 0 28,969 0 Testa Residencial S.L.U. 18,153 (3,009) 0 15,144 0 Pazo de Congreso de Vigo, S.A. 30,673 (602) (2,127) 27,944 0 Trade Center, S.L. 44,037 (8,927) 0 35,110 0 Rental property 141,115 (21,419) (2,127) 117,569 0 Valoriza Servicios Medioambientales, S.A. 46,918 (8,345) 0 38,573 7,538 Biorreciclaje de Cádiz, S.A. 5,904 (775) 0 5,129 0 Tratamientos de Residuos La Rioja, S.L. 870 (67) 0 803 9,095 Boremer, S.A. 13,090 (6,319) 0 6,771 0 Valdemingómez 2000, S.A. 1,982 (1,112) 0 870 0 Residuos de Construcción de Cuenca, S.A. 57 (8) 0 49 0 Waste treatment 68,821 (16,626) 0 52,195 16,633 Empresa Mixta Aguas Santa Cruz de Tenerife, S.A. 61,863 (17,022) 0 44,841 0 Empresa Mixta de Aguas de Las Palmas, S.A. 39,751 (19,690) 0 20,061 0 Somague Ambiente, S A 252,942 (35,074) 0 217,868 44,123 Valoriza Agua, S.L. 12,690 (1,336) 0 11,354 0 Water 367,246 (73,122) 0 294,124 44,123 Somague SGPS (Parque de Estacionamiento Vila Real) 3,651 (2,073) 0 1,578 0 S. Concesionaria Aeropuerto Region Murcia, S.A. 2,810 (298) 0 2,512 204,783 Sacyr S.A.U (Apctos. Pza. del Centenario, V. Romero y Juan 12,510 (234) 0 12,276 0 Explandiú) Sacyr S.A.U (Aparcamiento Pza. de la Encarnación) 39,428 (658) 0 38,770 0 Other 58,399 (3,263) 0 55,136 204,783 CONCESSION PROJECTS 1,316,565 (195,651) (2,127) 1,118,787 475,608
Concession projects under construction include interest on the borrowings that effectively fnance investment in the motorway concerned. These fnance costs were capitalised as “Concession projects under construction”. “Concession projects in operation” also includes interest capitalised by the concessionaire companies. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 140 ANNUAL REPORT 2011
The accrued capitalised borrowing costs, concession periods and investments made and committed are as follows:
Capitalised finance Committed Concession period investment costs Investment Date put End of 2011 2010 (thousands of into service concession euros) Motorways S.C. de Palma de Manacor, S.A. 1,857 1,857 2007 2042 0 Viastur Conc. del Principado de Asturias, S.A. 4,483 4,483 2007 2035 0 Autov. del Turia, Conc. Generalitat Valenciana S.A 3,582 3,582 2008 2041 0 Aut. del Eresma. Cons. Junta Castilla y Leon, S.A. 4,557 4,557 2008 2041 0 Aut. del Barbanza Conc. Xunta de Galicia, S.A. 5,465 5,465 2008 2036 0 Autop. del Guadalmedina Conc. Española, S.A. (***) 8,547 69 2011 2044 0 Autovía del Arlanzón, S.A. 3,873 2,558 2011 (*) 2026 18,781 Neopistas S.A.U. 0 0 2003 2030 0 Autoestradas do Marao 7,989 5,561 2012(**) 2038 57,379 Autopistas del Valle, S.A. 0 0 2012 2034 0 Superestrada Pedemontana Veneta, S.R.L. 0 0 2014 2053 1,582,049 N6 Concession Ltd 8,173 8,173 2009 2037 0 Rental property Testa Inmuebles en Renta, S.A. 0 0 2003 2099 0 Bardiomar, S.L. 0 0 2007 2052 0 Testa Residencial S.L.U. Bentaberri (San Sebastián) 0 0 1994 2069 0 Trade Center, S.L. 0 0 2002 2022 0 Pazo de Congreso de Vigo, S.A. 256 691 2011 2068 0 Waste treatment Valoriza Servicios Medioambientales, S.A. Patentes Contenedores Soterrado 0 0 2007 2019 0 Zonas Verdes Guadarrama 0 0 2008 2018 0 Parking Puertollano 0 0 2007 2029 0 Grua de Móstoles 0 0 2008 2016 0 RSU Majadahonda 0 0 2002 2012 0 RSU Boadilla 0 0 2001 En prórroga 0 Aguas de Alcalá 0 0 2004 2029 0 Planta Los Hornillos 9,348 9,256 2011 2030 32 Centro Integral de Trat. de Residuos del Maresme 0 0 2007 2024 4,793 Planta de Edar Cariño 0 0 2006 2026 0 Secado Térmico de Butarque 0 0 2002 2028 0 Tratamiento de Residuos de La Rioja 0 0 2009 2029 0 Boremer 0 0 1999 2024 0 Planta Aranda de Duero 0 0 2008 2013 0 Biorreciclaje de Cádiz, S.A. 0 0 2008 2038 0 Residuos de Construcción de Cuenca, S.A. 0 0 2010 2040 0 Water Empresa Mixta de Aguas de Las Palmas, S.A. Concesión de Agua Las Palmas 0 0 1993 2043 0 Concesión de Agua Santa Brígida 0 0 1994 2019 0 Somague Ambiente, S A Aguas de Carrazeda 0 0 2001 2031 0 AGS Paços Ferreira 2,017 2,017 2004 2039 0 Aguas de Barcelos 12,728 12,728 2005 2034 0 Aguas do Marco 2,290 2,290 2005 2039 0 Aguas de Cascais 898 879 2001 2030 8,437 Aguas de Alenquer 578 578 2003 2033 0 Aguas da Figueira 983 983 1999 2029 0 Aguas de Gondomar 2,939 2,472 2002 2031 7,877 Emp. Mixta Aguas S. Cruz de Tenerife, S.A. 0 0 2006 2031 0 Valoriza Agua, S.L. Concesión de Agua de Guadalajara 0 0 2009 2034 10,330 Concesión de Agua de Almaden 0 0 2010 2035 0 Concesión de Agua de Cabezon de la Sal 0 0 2011 2036 0 Other Aparcamiento Recadero, A.I.E. 0 0 2000 2049 0 Somague SGPS (Parque de Estacionamiento Vila Real) 0 0 1999 2019 0 S. Concesionaria Aeropuerto Region Murcia, S.A. 7,943 2,877 2012 2047 7,018 Sacyr S.A.U. (Aparcamiento Plaza de la Encarnación) 0 0 2011 2051 0 Sacyr, S.A.U. (Aparcamiento Virgen del Romero) 0 0 2011 2049 0 Sacyr, S.A.U. (Aparcamiento Plaza del Centenario) 0 0 2011 2051 0 Sacyr, S.A.U. (Aparcamiento Juan Explandiu) 0 0 2011 2049 0 (*) At 31 December 2011, 69.45% operational. (**) At 31 December 2010, two segments became operational. ((***) In 2010, this company was fully consolidated; in 2011 it was accounted for according to the equity method after the Group sold 30% of its shareholding in it. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 141
At 31 December 2010 and 2011 none of the items reported by Group companies under “Concession projects” were subject to guarantees, other than the terms of the project fnancing, or to ownership restrictions.
At 31 December 2010 and 2011 the entire investment recognised under “Concession projects” relates to returnable assets that Group companies will transfer back to the concession grantors upon expiry of the concession period, as per the specifc concession contracts. These companies do not expect to incur any additional costs on the reversion of the infrastructures at the end of the concession periods, other than those already budgeted in the relevant economic and fnancial plans.
Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Concession projects”.
There are no signifcant undertakings to make repairs now or in the future other than those that are usual for this type of company.
7.Investment properties
Movements in the various items under “Concession projects” in 2010 and 2011 and the related accumulated depreciation were as follows: accounting year 2010 (Thousands of euros) Balance at Reclassific. Translation Balance at Additions Decreases 31/12/2009 and transfers effect 31/12/2010 Rental buildings 3,013,225 9,079 (191) 17,193 6,938 3,046,244 Construction in progress 34,149 3,278 0 (24,518) 0 12,909 Investments in land and natural assets 38,826 4,607 (223) (5,532) 0 37,678 Cost 3,086,200 16,964 (414) (12,857) 6,938 3,096,831 Impairment (95,133) (12,700) 9,695 0 0 (98,138) Impairment (95,133) (12,700) 9,695 0 0 (98,138) Amortisation (291,375) (47,830) 0 (3,610) (1,415) (344,230) Accumulated depreciation (291,375) (47,830) 0 (3,610) (1,415) (344,230) TOTAL 2,699,692 (43,566) 9,281 (16,467) 5,523 2,654,463 accounting year 2011 (Thousands of euros) Balance at Reclassific, Translation Balance at Additions Decreases 31/12/2010 and transfers effect 31/12/2011 Rental buildings 3,046,244 8,286 (1,370) 491 3,236 3,056,887 Construction in progress 12,909 102 0 (419) 0 12,592 Investments in land and natural assets 37,678 5,233 0 0 0 42,911 Cost 3,096,831 13,621 (1,370) 72 3,236 3,112,390 Impairment (98,138) (4,366) 9,270 0 0 (93,234) Impairment (98,138) (4,366) 9,270 0 0 (93,234) Amortisation (344,230) (51,146) 799 0 (973) (395,550) Accumulated depreciation (344,230) (51,146) 799 0 (973) (395,550) TOTAL 2,654,463 (41,891) 8,699 72 2,263 2,623,606 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 142 ANNUAL REPORT 2011
This note covers rental buildings, land and investment property in progress.
The main movements in “Investment property in progress” during 2010 were as follows:
• Reclassifcations, mainly the transfer of work on the future Pazo de Congresos de Vigo to “Concession projects under construction”; because of the nature of these assets, for and purposes of clarify, it is considered preferable to place them in this heading.
• Transfer of the Móstoles II development in Madrid to “Rental buildings” once the completed homes started to be leased.
The main movements in 2011 were:
• The increase in “Investments in land and natural assets” mainly reflects the investment in urban development work on land owned by the Group.
• The increase in “Rental buildings” is primarily due to the refurbishment work on buildings being operated as well as the appreciation of the dollar and the application of the closing exchange rate to the carrying amounts of the Group’s building in Miami (USA).
The most signifcant addition to impairment losses in 2011 and 2010 relates to the SyV Tower and the most important disposal was the Tour Adria building in Paris (France).
The Group has appropriate insurance policies for all its assets.
“Rental buildings” also includes two leasing arrangements, as follows:
Real Sector Buildings Gross cost, original Deprec. /Provis. Net cost Option price Maturity 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 Oficinas 4 4 302,871 302,846 33,723 29,925 269,148 272,921 105,992 105,992 14/02/2018 Hotel 1 1 61,000 61,000 10,600 8,500 50,400 52,500 21,350 21,350 21/01/2023 TOTAL 5 5 363,871 363,846 44,323 38,425 319,548 325,421 127,342 127,342
The schedule of principal repayments outstanding on leases at 31 December 2011 and 2010 was as follows:
Thousands of euros 2011 2010 2011 0 10,680 2012 10,808 10,866 2013 11,019 11,055 2014 11,234 11,247 2015 11,454 11,443 2016 11,676 11,642 2017 11,904 11,841 Subsequent years 134,085 134,016 Total 202,180 212,790 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 143
At year-end 2011 and 2010, the terms of the leases with the tenants of the leased buildings listed included the following minimum rental payments, under the current leases, but not any charges for shared expenses, future rent increases indexed to the consumer price index (CPI) or other future rent rises under the lease:
Thousands of euros 2011 2010 Less than one year 27,614 24,944 Between one and five years 84,686 75,896 More than five years 138,447 187,695 Total 250,747 288,535
All leases in the Testa group, except for those signed abroad, comply with Law 29/1994 dated November 24 on Urban Leases.
Under this Law, based on the make-up of Testa Group’s property portfolio, there are two types of lease:
For residential use
Article 9 of the Law states that the duration of the lease shall be freely agreed upon between the parties. The Testa Group normally sets a mandatory term of one year for both parties. Article 9 also states that on expiry of this term the lease can be extended by annual stages at the discretion of the lessee for up to a minimum of 5 years, when the lease shall be terminated. At each annual extension, rent is revised upward by the equivalent of the National General Index of the CPI. For private homes, rent is stated in the lease as all inclusive (bills). In government-subsidised housing, rent is set at a fxed level for each class of home, but services and utilities can be billed monthly on the same receipt. Besides one month’s legal deposit, the Group requires a bank guarantee covering from 4 to 6 months’ rent, depending on the circumstances.
For non-residential use
The Law allows issues of term, rent, etc. to be freely agreed between the parties.
Normally, a term is agreed with the lessee and rent is updated annually in accordance with the National General Index of the CPI. Leases for terms longer than four years normally include a provision for the rent to be revised to market prices at the annual review for years 4-5, 8-10, etc.
Such leases normally specify rent plus bills and require, in addition to the statutory deposit of two months’ rent, a bank guarantee for six monthly payments (rent plus bills plus VAT).
The table below shows the Group’s billings in future years under rental agreements outstanding at 31 December 2011 and 2010 and estimates for the annual revisions in rents until expiry of the lease, which is assumed will not be renewed. For the calculation of rent revisions, a rate of 2.5% has been used for all years. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 144 ANNUAL REPORT 2011
Thousands of euros 2011 2010 2011 0 233,682 2012 250,507 229,941 2013 236,956 218,059 2014 223,247 204,486 2015 199,868 182,182 2016 178,234 159,256 Subsequent years 1,387,938 1,394,229 Total 2,476,750 2,621,835
The fair value of the investment properties pledged as collateral for fnancial liabilities at 31 December 2011 and 2010 was 3,486,550 thousand euros and 3,503,950 thousand euros, respectively, against the corresponding principal amounts at those dates of 2,507,691 thousand euros and 2,618,650 thousand euros, respectively. The gross carrying amounts of investment property pledged as collateral for these fnancial liabilities at 31 December 2011 and 2010 were 2,870,703 thousand euros and 2,859,855 thousand euros.
Rental income from “Investment properties” at 31 December 2011 and 2010 was 230,820 thousand euros and 244,378 thousand euros, respectively, and direct operating expenses were 40,759 thousand euros and 42,190 thousand euros.
At 31 December 2011 and 2010, there were no signifcant commitments to acquire investment properties.
In 2011 and 2010, no borrowing costs were capitalised as part of the construction costs of investment properties. The amount capitalised in prior years totals 35,826 thousand euros.
Impairment of these assets is recognised as the difference between the net carrying amount of the asset and the value determined by the independent appraiser.
Impairment losses and reversals are reported under “Change in provision for impairment of intangible assets, property plant and equipment and securities portfolio”. Group companies take out insurance policies to cover potential risks that could affect the items recognised under “Investment properties”.
The independently appraised market value of investment properties at the 2011 and 2010 reporting date was derived using the discounted cash flows method. Net rents from the buildings in each year were capitalised and future cash flows discounted to present value using market discount rates.
Net rents covered by the valuation method included leases in force at the valuation date and estimates of future rents discounting a marketing period for buildings with unlet space.
The residual value of the investment was calculated by capitalising the last annual rent in the forecast period based on an estimated yield. The yield was determined according to the type of asset, location, tenants, type of lease and age of the asset. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 145
Yields used to value Group assets:
Exit Yields
2011 2010
Sector Low High Low High
OFFICE 5.00% 8.00% 5.00% 8.00%
Madrid 5.00% 6.50% 5.00% 6.50%
Barcelona 5.50% 8.00% 5.50% 8.00%
INDUSTRIAL 7.50% 7.75% 7.50% 7.75%
COMMERCIAL 6.25% 7.25% 6.25% 7.25%
HOTELS 6.00% 9.00% 6.00% 8.18%
CAR PARKS 3.25% 5.00% 3.25% 4.75%
RESIDENTIAL 4.00% 4.50% 4.25% 4.50%
SENIOR CITIZENS' HOMES 9.00% 10.00% 7.35% 10.00%
The valuation for 2011 assumes cash flows grow by 2% in all years subject to valuation. The valuation for 2010 assumes cash flows grow by 2% in 2011 and subsequent years. Occupancy rates were assumed to be close to 95% in both valuations, the average level of the Group over recent years. The time horizon for both valuations was 10 years.
An independent appraiser valued the Group’s property assets at 3,665 million euros at 31 December 2011, compared to a carrying amount of 2,666 million euros, giving an unrealised gain of 999 million euros. At 31 December 2010 the corresponding valuation was 3,676 million euros, giving an unrealised gain of 949 million euros. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 146 ANNUAL REPORT 2011
8. Other intangible assets
Movements in “Other intangible assets” in 2010 and 2011 and the related accumulated amortisation were as follows:
accounting year 2010 (Thousands of euros) Balance at Reclassific. Changes in scope Translation Balance at Additions Decreases 31/12/2009 and transfers of consolidation effect 31/12/2010 industrial premises 270 5 0 (106) 0 0 169 Goodwill 97 48 0 0 0 0 145 Development costs 0 142 12 (14) 0 0 140 Key money 3,428 0 0 0 0 0 3,428 Computer software 25,400 1,560 (675) 2,292 30 19 28,626 Advances 4,585 717 (2,036) (2,246) 0 100 1,120 Greenhouse gas emission 5,722 4,104 (3,331) 0 0 0 6,495 rights Cost 39,502 6,576 (6,030) (74) 30 119 40,123 Impairment (8) (2) 8 0 0 0 (2) Impairment (8) (2) 8 0 0 0 (2) industrial premises (158) (16) 60 0 0 0 (114) Goodwill (18) (45) 0 0 0 0 (63) Key money (1,027) (214) 0 0 0 0 (1,241) Computer software (20,239) (3,055) 655 (12) (2) 0 (22,653) Accumulated amortisation (21,442) (3,330) 715 (12) (2) 0 (24,071) TOTAL 18,052 3,244 (5,307) (86) 28 119 16,050
accounting year 2011 (Thousands of euros) Balance at Reclassific. Changes in scope Translation Balance at Additions Decreases 31/12/2010 and transfers of consolidation effect 31/12/2011 industrial premises 169 376 0 6 0 0 551 Goodwill 145 192 0 0 0 0 337 Development costs 140 604 0 0 0 0 744 Key money 3,428 47 0 0 0 0 3,475 Computer software 28,626 1,410 (112) 20 0 4 29,948 Advances 1,120 458 (1,121) 0 0 (13) 444 Greenhouse gas emission 6,495 3,961 (3,708) 0 0 0 6,748 rights Cost 40,123 7,048 (4,941) 26 0 (9) 42,247 Impairment (2) 2 0 0 0 0 0 Impairment (2) 2 0 0 0 0 0 industrial premises (114) (310) 0 (2) 0 0 (426) Goodwill (63) (204) 1 (1) 0 0 (267) Development costs 0 (15) 0 0 0 0 (15) Key money (1,241) (218) 0 0 0 0 (1,459) Computer software (22,653) (2,539) 108 (14) 0 0 (25,098) Accumulated amortisation (24,071) (3,286) 109 (17) 0 0 (27,265) TOTAL 16,050 3,764 (4,832) 9 0 (9) 14,982 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 147
Details of the main greenhouse gas emission rights are as follows:
2011 2010 Balance at Consumption Balance at Consumption Number Value Number Value Number Value Number Value of (Thousands of (Thousands of (Thousands of (Thousands rights of euros) rights of euros) rights of euros) rights of euros) Compañía Energética 20,994 1,460 84,878 1,321 14,672 1,288 87,184 1,084 Puente del Obispo Compañía Energética Las 22,948 2,014 109,447 1,861 40,615 1,826 105,784 1,262 Villas Compañía Energética Pata 973 917 68,554 911 161 846 66,039 843 de Mulo Olextra 22 872 65,888 872 123 845 65,739 843 Compañía Energética 254 1,275 92,809 1,274 4,747 1,108 82,636 1,042 Linares
Given that emission rights are not amortised, a provision for liabilities and charges is recognised as they are consumed (see Note 21).
At 31 December 2011 and 2010 fully amortised intangible assets in use totalled 24,506 thousand and 22,943 thousand euros, respectively. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 148 ANNUAL REPORT 2011
9. Goodwill
9.1. Changes in goodwill
Movements in “Goodwill” in 2010 and 2011 were as follows:
accounting year 2010 (Thousands of euros) Impairment and Balance at Balance at Additions Decreases exchange-rate 31/12/2009 31/12/2010 effect
Holding 18,230 0 0 0 18,230
Valoriza Gestión 18,230 0 0 0 18,230
Valoriza Group 117,879 152 (602) 11 117,440
Valoriza Servicios Medioambientales 94,987 0 0 0 94,987
Suardiaz 2,204 0 0 0 2,204
Águas de Mandaguahy 86 0 0 11 97
Águas de Cascais 2,206 0 0 0 2,206
Viveiros do Falcão 602 0 (602) 0 0
Hidurbe 844 152 0 0 996
Aguas do Marco 2,241 0 0 0 2,241
Taviraverde 23 0 0 0 23
Aguas da Covilha 14,394 0 0 0 14,394
Fagar 292 0 0 0 292
Somague Group 31,347 0 (868) 0 30,479
Somague Engenharia (Soconstroi) 18,482 0 0 0 18,482
Engigas 4,545 0 (868) 0 3,677
CVC 1,356 0 0 0 1,356
Somague Ediçor 999 0 0 0 999
Neopul 1,172 0 0 0 1,172
Somague Investimentos 4,793 0 0 0 4,793
Vallehermoso Group 137 0 (137) 0 0
Lusivial Promoção e Gestão 137 0 (137) 0 0
TOTAL 167,593 152 (1,607) 11 166,149 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 149
accounting year 2011 (Thousands of euros) Balance at Impairment and Balance at Additions Decreases 31/12/2010 exchange-rate effect al 31/12/2011 Holding 18,230 0 0 (18,230) 0 Valoriza Gestión 18,230 0 0 (18,230) 0 Valoriza Group 117,440 0 (45) (7) 117,388 Valoriza Servicios Medioambientales 94,987 0 0 0 94,987 Suardiaz 2,204 0 0 0 2,204 Águas de Mandaguahy 97 0 0 (7) 90 Águas de Cascais 2,206 0 0 0 2,206 Hidurbe 996 0 (45) 0 951 Aguas do Marco 2,241 0 0 0 2,241 Taviraverde 23 0 0 0 23 Aguas da Covilha 14,394 0 0 0 14,394 Fagar 292 0 0 0 292 Somague Group 30,479 0 (3,667) 0 26,802 Somague Engenharia (Soconstroi) 18,482 0 0 0 18,482 Engigas 3,677 0 (3,677) 0 0 CVC 1,356 0 0 0 1,356 Somague Ediçor 999 0 0 0 999 Neopul 1,172 0 0 0 1,172 Somague Investimentos 4,793 0 0 0 4,793 TOTAL 166,149 0 (3,722) (18,237) 144,190
In 2010, no transactions gave rise to signifcant movements in goodwill.
At year-end 2011, all of the goodwill that Sacyr Vallehermoso held in Valoriza Gestión, S.A. through its Somague Ambiente subsidiary relating to the water-management concessions in Portugal was written down for 18,230 thousand euros (see Note 6).
9.2. Impairment testing of goodwill
At each reporting date the Group performs an impairment test on each cash-generating unit to which goodwill has been allocated. Impairment is determined by assessing recoverable value. Recoverable value is the higher of the asset’s fair value less costs to sell and value in use. Fair value is defned as the price for which a company could be sold between knowledgeable, willing parties in an arm’s length transaction.
The recoverable value of each cash-generating unit determined by this method is then compared to its carrying amount. Where the recoverable value is less than the carrying amount, an irreversible impairment loss is recognised in the income statement.
Where recoverable value cannot be measured reliably (usually because the company is not listed on an offcial fnancial market), it is assessed using other valuation methods, as per the three situations described below. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 150 ANNUAL REPORT 2011
Goodwill is valued by discounting forecast future cash flows to their present value at a discount rate that reflects the time value of money and the risks specifc to the asset. At each reporting date the Group performs an impairment test on each cash-generating unit to which goodwill has been assigned. To this end, fair value is assessed. Fair value is defned as the price for which a company could be sold between knowledgeable, willing parties in an arm’s length transaction.
a) Goodwill of Valoriza Servicios Medioambientales
Valoriza Servicios Medioambientales, S.A.’s goodwill was valued by discounting to present the estimated cash flows of its various concession projects until expiry. Management projections were based on the following key assumptions:
• Growth rates in a range of 2% to 4%, as in 2010, • Discount rates, based on the weighted average cost of capital (WACC), of between 6% and 8%, as in 2010.
Recoverable value was calculated for each concession project assessed, based on the lifetime of the concession in years. There were no changes, nor are any changes reasonably expected, in the key assumptions used by management to determine the recoverable amount of the cash- generating unit (or group of cash-generating units) that could indicate that the carrying amount of the cash-generating unit (or group of cash-generating units) exceeds the recoverable amount. Sensitivity analyses are performed each year (several assumptions are made regarding discount and growth rates) to guarantee that no scenario would result in an impact on the recoverability of the Group’s goodwill. From the range of values reached in this analysis, the Group concludes that the recoverable value of its assets is at least equal to their net carrying amounts at 31 December 2011 and 2010.
b) Goodwill of Valoriza Gestión
At year-end 2011, all of the goodwill that Sacyr Vallehermoso held in Valoriza Gestión, S.A. relating to the water-management concessions in Portugal was written down for 18,230 thousand euros.
Valoriza Gestión was valued by discounting the estimated cash flows for several water concessionaires in Portugal that shareholders can expect to receive throughout the concession periods based on the fnancial plans.
Highly disparate growth rates have been used, as these are very long-term concessions, with lives of between 25 and 35 years, and are still in their early years. The growth rate depends on the particular concession and what phase it is in. These concessions have an initial take-off period, a secondary growth phase and fnal phase of maturity. As a result, there is no single growth rate.
Discount rates are based on the estimated cost of capital (CAPM), calculated using a risk-free rate benchmarked to the Portuguese 15-year government bond, a beta that reflects the risk of the assets and gearing, and a market risk premium. Based on these assumptions, the discount rate or Ke (cost of equity) falls within a range of 8% and 10% (between 6% and 8% at 31 December 2010). The change in the discount rate in 2011 is due primarily to Portugal’s higher risk premium. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 151
c) Goodwill of Somague SGPS
At 31 December 2011 and 2010, goodwill related to Somague Engenharia was 18,482 thousand euros.
Somague Engenharia’s valuation was based on the price paid for Soconstroi - Sociedade de Construções, S.A. which was wholly acquired by Somague SGPS in 1997 and was merged by absorption into its wholly owned subsidiary Somague Engenharia, S.A. in December 1998.
To arrive at this valuation, the expected cash flows were discounted over a period of 5 years in line with the Group’s fnancial plans. Subsequent projections were based on perpetual cash flows equal to those forecast for the ffth year, adding an additional element of prudence into the estimates. The main assumptions underlying this valuation are as follows:
• Growth rates for cash flows over the next 5 years in a range of 2% to 3% (between 1% and 2% at 31 December 2010).
• Discount rates based on the estimated cost of capital (CAPM) calculated using a risk-free rate benchmarked to the German 10-year government bond, a beta that reflects the risk of the assets and gearing, and a country risk premium. Based on these assumptions, the discount rate or Ke (cost of equity) falls within a range of 8.8% and 10.1% (between 5.4% and 7.2% at 31 December 2010).
Recoverable value was calculated for each concession project assessed, based on the lifetime of the concession in years. From the range of values reached in this analysis, the Group concludes that the recoverable value of its interest in the company is at least equal to its net carrying amount at 31 December 2011 and 2010. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 152 ANNUAL REPORT 2011
10. Investments accounted for using the equity method
Movements in this heading in 2010 and 2011 were as follows:
accounting year 2010 (Thousands of euros) Balance at Changes in Share of Dividends Change in Balance at Impairment Additions Decreases 31-dic-09 scope profit/(loss) received equity 31-dic-10 Build2Edifica, S.A. 284 0 (1) 0 0 0 0 (5) 278 Eurolink S.C.P.A. 28,050 0 0 0 0 0 0 (21,037) 7,013 Sacyr Group 28,334 0 (1) 0 0 0 0 (21,042) 7,291 Alazor Inversiones, S.A. 6,133 0 (7,468) 0 0 400 0 0 (935) PPPS Conslutoria em 0 0 (267) 0 0 267 0 0 0 Saúde, S.A. Tenemetro, S.L. 2,103 0 (135) 0 0 3,634 0 0 5,602 Aeropuertos Región de 67 0 1 0 0 0 0 0 68 Murcia, S.A. Metro de Sevilla, S.A. 43,286 0 1,835 0 0 30 167 0 45,318 A. Madrid Sur 431,402 0 (6,107) 0 0 5,556 0 0 430,851 Inversora Autopistas de 250,632 0 (8,244) 0 0 1,035 0 0 243,423 Levante, S.L. Sociedad Hospital de Majadahonda 479 0 308 0 0 (54) 0 0 733 Explotaciones, S.A. Hospital de Majadahonda, 4,180 0 (88) 0 0 (538) 0 0 3,554 S.A. Concessions Group 738,282 0 (20,165) 0 0 10,330 167 0 728,614 Biomeruelo de Energía, S.A. 152 0 118 0 (140) 1 0 0 131 Gestión de Partícipes del (9) 0 0 0 0 0 0 0 (9) Biorreciclaje, S.A. Infoser Estacionamiento 65 0 0 0 0 0 0 0 65 Regulado, A.I.E. Parque Eólico La Sotonera, 1,368 0 453 0 (226) (17) 0 0 1,578 S.L. Inte RCD, S.L. (58) 0 (1) 0 0 77 0 0 18 Inte RCD Bahía de Cádiz, (3) 0 (18) 0 0 (36) 0 0 (57) S.L. Biomasas del Pirineo, S.A. 61 0 (1) 0 0 0 0 0 60 Cultivos Energéticos de 106 0 (1) 0 0 0 0 (109) (4) Castilla, S.A. Geida Skikda, S.L. 2,544 0 507 0 0 0 0 0 3,051 Geida Tlemcen, S.L. 7,935 0 (194) 0 0 1,302 0 0 9,043 Alcorec, S.L. 8 0 (30) 0 0 24 0 0 2 Inte RCD Huelva, S.L. 66 0 (50) 0 0 (35) 0 0 (19) Sacorec, S.A. (3) 0 0 0 0 0 0 0 (3) Soleval Renovables, S.L. (4) 0 31 0 0 0 0 0 27 Enervalor Naval, S.L. 94 0 (17) 0 0 0 0 0 77 Central Térmica la Torrecilla, 1,032 0 (401) 0 0 0 0 (450) 181 S.A. Iniciativas Medioambientales del Sur, 138 0 0 0 0 0 0 0 138 S.L. Solucia Renovables, S.L. 2,121 0 (247) 0 0 7,450 0 0 9,324 Ecotrading 360 Grados, S.L. 8 0 0 0 0 (8) 0 0 0 Combustibles Ecológicos 0 0 (3) 0 0 1 0 0 (2) de Cantabria, S.L. Sociedad Andaluza de Valoración de la Biomasa, 0 151 (17) 0 0 0 0 0 134 S.A Ambigal Engenheria de Infraestructuras Ambientais, 67 0 0 0 0 0 0 0 67 S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 153
Balance at Changes in Share of Dividends Change in Balance at Impairment Additions Decreases 31-dic-09 scope profit/(loss) received equity 31-dic-10 Laboratorio Regional del 308 34 84 0 (126) 0 0 0 300 Tras-os-Montes LDA Tratamiento de Aguas 2,393 0 1,426 0 0 0 0 0 3,819 Residuais de Ave, S.A. Taviraverde - Empresa Municipal de Ambiente, 68 0 32 0 0 0 0 0 100 E.M. Cascaissedenova - Actividades Inmobilarias, 15 2 (8) 0 0 0 0 0 9 S.A. Fagar - Faro, Festai de Agua 216 0 (540) 0 0 0 290 0 (34) e Residuos, E.M. Aguas do Sado - Con. dos Sistemas de Abast. de 806 (4) 851 0 0 0 0 0 1,653 Agua e de Saneamento de Setubal, S.A. Excehlentia - Sociedade 9 (1) 0 0 0 0 0 0 8 Inmobiliaria, LDA Enerwood-Covilhá 10 0 0 0 0 0 0 (12) (2) Enerwood-Portalegre 7 0 0 0 0 0 0 (7) 0 Soluçoes de Energia, LDA Enerwood-Sertá Soluçoes 7 0 0 0 0 0 0 (7) 0 de Energia, LDA SICA Soluções 0 0 0 0 0 0 189 0 189 Tecnologicas Valoriza Group 19,527 182 1,974 0 (492) 8,759 479 (585) 29,844 Camarate Golf, S.A. 4,762 0 (9) 0 0 (468) 0 0 4,285 Nova Benicalap, S.A. 121 0 (1) 0 0 (4) 0 0 116 Club de Campo as Mariñas, (29) 0 0 0 0 0 0 0 (29) S.A. Mola 15, S.L. 620 (620) 0 0 0 0 0 0 0 Puerta Oro de Toledo, S.L. 2,100 0 0 0 0 0 0 0 2,100 Habitat Network, S.A. 270 0 (20) 0 0 (44) 0 0 206 M Capital, S.A. 469 0 13 0 0 (13) 5 0 474 Vallehermoso Group 8,313 (620) (17) 0 0 (529) 5 0 7,152 Parking Palau, S.A 996 0 55 0 (198) (20) 0 0 833 Pk Hoteles, S.L. 3,750 0 (610) 0 0 (15) 0 0 3,125 Testa Group 4,746 0 (555) 0 (198) (35) 0 0 3,958 Edimecânica - Engenharia Mecânica e Carros 160 (160) 0 0 0 0 0 0 0 Clássicos Açores, Lda Haçor - Concessionária do Edifício do Hospital da Ilha 0 10 0 0 0 0 0 0 10 Terceira, S.A. Somague Panamá, S.A. 0 8 0 0 0 0 0 0 8 Engigás-Cabo Verde 2 0 0 0 0 0 0 0 2 H.S.E. - Empreendimentos 394 0 (8) 0 0 0 0 0 386 Imobiliários, Lda Sociedade Complexo 1 0 0 0 0 0 0 0 1 Tivane, Lda PPPS Conslutoria em 2,001 0 817 0 0 0 0 (338) 2,480 Saúde, S.A. Somague Group 2,558 (142) 809 0 0 0 0 (338) 2,887 Repsol YPF, S.A. 6,860,075 0 939,070 (640,827) (232,080) 131,238 0 0 7,057,476 SyV Part. Mobiliarias 6,860,075 0 939,070 (640,827) (232,080) 131,238 0 0 7,057,476 Group SACYR VALLEHERMOSO 7,661,835 (580) 921,115 (640,827) (232,770) 149,763 651 (21,965) 7,837,222 GROUP WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 154 ANNUAL REPORT 2011
accounting year 2011 (Thousands of euros) Balance at Changes in Share of Dividends Change in Balance at Impairment Additions Decreases 31/12/10 scope profit/(loss) received equity 31/12/11 Build2Edifica, S.A. 278 0 12 0 0 (139) 0 0 151 Eurolink S.C.P.A. 7,013 0 0 0 0 0 0 0 7,013 Sacyr Group 7,291 0 12 0 0 (139) 0 0 7,164 Alazor Inversiones, S.A. (935) 0 (5,227) 0 0 0 6,162 0 0 PPPS Conslutoria em 0 459 0 0 0 0 (459) 0 Saúde, S.A. Tenemetro, S.L. 5,602 0 (229) 0 0 (5,144) 0 0 229 Autopista de Guadalmedina 0 43,003 (778) 0 0 (4,765) 0 0 37,460 Concesionaria Española, S.A. Aeropuertos Región de 68 0 1 0 0 0 0 0 69 Murcia, S.A. Metro de Sevilla, S.A. 45,318 0 1,893 0 (337) 351 0 0 47,225 A. Madrid Sur 430,851 0 (4,721) (426,709) 0 579 0 0 0 Inversora Autopistas de 243,423 0 (4,888) (240,319) 0 1,784 0 0 0 Levante, S.L. Sociedad Hospital de Majadahonda 733 0 246 0 0 0 0 0 979 Explotaciones, S.A. Hospital de 3,554 0 1,097 0 0 (1,590) 0 0 3,061 Majadahonda, S.A. Concessions Group 728,614 43,003 (12,147) (667,028) (337) (8,785) 6,162 (459) 89,023 Biomeruelo de Energía, 131 0 135 0 0 (135) 9 0 140 S.A. Gestión de Partícipes del (9) 0 0 0 0 0 0 0 (9) Biorreciclaje, S.A. Infoser Estacionamiento 65 0 0 0 0 0 0 0 65 Regulado, A.I.E. Parque Eólico La 1,578 0 553 0 0 (444) 0 0 1,687 Sotonera, S.L. Inte RCD, S.L. 18 0 (1) 0 0 0 22 0 39 Inte RCD Bahía de Cádiz, (57) 0 0 0 0 (37) 0 0 (94) S.L. Biomasas del Pirineo, 60 0 0 0 0 0 0 0 60 S.A. Cultivos Energéticos de (4) 0 (1) 0 0 10 0 0 5 Castilla, S.A. Geida Skikda, S.L. 3,051 0 639 0 0 0 0 0 3,690 Geida Tlemcen, S.L. 9,043 0 981 0 0 0 0 0 10,024 Alcorec, S.L. 2 0 0 0 0 (16) 0 0 (14) Inte RCD Huelva, S.L. (19) 0 0 0 0 0 0 0 (19) Sacorec, S.A. (3) 0 0 0 0 0 0 0 (3) Soleval Renovables, S.L. 27 0 384 0 0 0 0 0 411 Enervalor Naval, S.L. 77 0 (1) 0 0 0 0 0 76 Central Térmica la 181 0 0 0 0 0 0 0 181 Torrecilla, S.A. Iniciativas Medioambientales del 138 0 0 0 0 5 0 0 143 Sur, S.L. Solucia Renovables, S.L. 9,324 0 (198) 0 0 4,027 0 0 13,153 Ecotrading 360 Grados, 0 (1) 0 0 0 0 0 0 (1) S.L. Combustibles Ecológicos (2) 0 0 0 0 1 0 0 (1) de Cantabria, S.L. Sociedad Andaluza de Valoración de la Biomasa, 134 0 (17) 0 0 0 0 0 117 S.A WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 155
Balance at Changes in Share of Dividends Change in Balance at Impairment Additions Decreases 31/12/10 scope profit/(loss) received equity 31/12/11 Ambigal Engenheria de Infraestructuras 67 0 0 0 0 0 0 0 67 Ambientais, S.A. Laboratorio Regional del 300 0 26 0 0 (2) (34) 0 290 Tras-os-Montes LDA Tratamiento de Aguas 3,819 0 1,623 0 0 0 0 (864) 4,578 Residuais de Ave, S.A. Taviraverde - Empresa Municipal de Ambiente, 100 0 69 0 0 (1) 0 0 168 E.M. Cascaissedenova - Actividades Inmobilarias, 9 0 (19) 0 0 0 10 0 0 S.A. Fagar - Faro, Festai de (34) 0 289 0 0 (138) 34 0 151 Agua e Residuos, E.M. Aguas do Sado - Con. dos Sistemas de Abast. de Agua e de 1,653 0 890 0 0 (254) 0 0 2,289 Saneamento de Setubal, S.A. Excehlentia - Sociedade 8 0 (1) 0 0 0 0 0 7 Inmobiliaria, LDA Enerwood-Covilhá (2) 0 0 0 0 0 2 0 0 Somague Mesquita 0 0 (73) 0 0 0 0 73 0 Hidurbe SICA Soluções 189 0 (38) 0 0 1 0 (7) 145 Tecnologicas Valoriza Group 29,844 (1) 5,240 0 0 3,017 43 (798) 37,345 Camarate Golf, S.A. 4,285 0 (10) 0 0 (1,596) 0 0 2,679 Nova Benicalap, S.A. 116 (116) 0 0 0 0 0 0 0 Club de Campo as (29) 0 0 0 0 0 0 0 (29) Mariñas, S.A. Puerta Oro de Toledo, S.L. 2,100 0 0 0 0 0 0 0 2,100 Habitat Network, S.A. 206 0 (6) 0 0 (2) 0 0 198 M Capital, S.A. 474 0 (78) 0 0 (2) 0 0 394 Vallehermoso Group 7,152 (116) (94) 0 0 (1,600) 0 0 5,342 Parking Palau, S.A 833 0 43 0 0 (66) 0 0 810 Pk Hoteles, S.L. 3,125 0 (42) 0 0 21 0 0 3,104 Testa Group 3,958 0 1 0 0 (45) 0 0 3,914 Haçor - Concessionária do Edifício do Hospital da 10 0 0 0 0 0 0 0 10 Ilha Terceira, S.A. Somague Panamá 8 0 0 0 0 0 0 0 8 Somague MHP 0 20 0 0 0 0 0 0 20 Engigás-Cabo Verde 2 0 0 0 0 0 0 0 2 H.S.E. - Empreendimentos 386 0 (8) 0 0 (252) 0 0 126 Imobiliários, Lda Sociedade Complexo 1 0 0 0 0 (1) 0 0 0 Tivane, Lda PPPS Conslutoria em 2,480 0 933 0 0 0 0 (409) 3,004 Saúde, S.A. Somague Group 2,887 20 925 0 0 (253) 0 (409) 3,170 Repsol YPF, S.A. 7,057,476 (3,673,610) 438,819 (437,659) (198,830) 284,524 0 0 3,470,720 SyV Part. Mobiliarias 7,057,476 (3,673,610) 438,819 (437,659) (198,830) 284,524 0 0 3,470,720 Group SACYR VALLEHERMOSO 7,837,222 (3,630,704) 432,756 (1,104,687) (199,167) 276,719 6,205 (1,666) 3,616,678 GROUP WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 156 ANNUAL REPORT 2011
In 2010, “Proft/(loss) from associates” of 273,629 thousand euros includes a 6,659 thousand euro provision for the negative equity of investee company SMLN - Concessões Rodoviárias de Portugal, S.A. (see Note 20.1).
In 2010, the biggest movements were those affecting Repsol YPF, S.A., including a positive change in equity due mainly to translation differences. The value of Sacyr Vallehermoso Group’s attributable interest rose by 99,849 euros as a result. However, the Group then wrote down the carrying amount of the interest by 640,827 thousand euros to bring it into line with its value in use.
On 20 December 2011, the Sacyr Vallehermoso Group sold 10% of its interest in Repsol, or 122,086,346 shares, for 21.066 euros per share. The interest was sold to a number of credit agencies of the bank syndicate, formed expressly for the acquisition of the initial package of Repsol.
The change in Repsol YPF’s net equity was due primarily to the change during the year in that of the Group, in particular, the increase in the translation differences balance. As a result of these changes, the Group’s interest in Repsol has increased as has its equity, as is shown in the statement of changes in equity of these condensed interim consolidated fnancial statements.
The assumptions and procedures used to assess impairment in the various companies are explained below.
Repsol YPF, S.A.:
At 31 December 2010, Repsol YPF S.A. was trading at 20.85 euros per share, giving Sacyr Vallehermoso’s stake a fair value of 5,093.5 million euros.
In December 2011, the Sacyr Vallehermoso Group reduced its interest in Repsol YPF, S.A. from 20.01% to 10.01%.
At 31 December 2011, Repsol YPF was trading at 23.735 euros per share, giving Sacyr Vallehermoso’s stake a fair value of 2,900.6 million euros. This is less than the average purchase price of 26.71 euros per share. Nonetheless, the value in use of the Repsol YPF investment is higher than its fair value, and the stake’s recoverable value is therefore considered to be its value in use. The Sacyr Vallehermoso Group views this shareholding as a stable long-term investment and has no plans to accept a selling price for the shares below their value in use.
At 31 December 2011, the Group estimated the recoverable value of its shareholding in Repsol in order to compare it to the net carrying amount of the interest and make any needed impairment adjustments. Recoverable amount is the higher of fair value less costs to sell and value in use. The Group estimated value in use in accordance with IAS 36.
The value in use of the Repsol investment was estimated based on a calculation of total asset value, which was determined by discounting the estimated free cash flows expected to be generated by the group and deducting net debt and non-controlling interests at the analysis reference date. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 157
The Group estimated free cash flows based on its forecasts of the cash flows it will receive as a core shareholder in Repsol and on the Strategic Plan announced by Repsol.
Medium-term projections were used, taking into account the maturity periods of the Group’s major exploration and extraction projects. Perpetual income was calculated using the Gordon-Shapiro model. This applies a normalised free cash flow based on the cash flow for the last projected year, recurring perpetual investment in line with that of the last projected period and maintenance of the productive capital stock. A perpetual growth rate (g) of 1.5% in nominal terms was applied (the same as in 2010).
Projected cash flows were discounted at a rate based on weighted average cost of capital (WACC), which, considering the weightings of each source of capital, is estimated at around 10.4% (9.5% in 2010).
The key assumptions used in calculating WACC were as follows:
• Cost of equity (Ke): using a discount rate of 12.5% (11.5% in 2010), based on the capital asset pricing model (CAPM) for construction, and the following parameters:
- Risk-free rate (Rf): using the average weighted risk-free rates of countries in which Repsol operates (Spain, Argentina, Brazil, Mexico, Libya, Algeria, the United States, etc.) based on the yield on the respective government bonds (in general, 10-year maturity). The weighted average for these rates, based on Repsol’s share of the net assets and exposure, is approximately 6.6% (6% in 2010).
- Market risk premium of 5.5% (unchanged on 2010), considered globally for all markets in which Repsol operates.
- Leveraged beta of 0.89 (0.80 in 2010), based on the correlation between the trading price of Repsol shares and the Spanish benchmark index.
- Specifc risk premium: a specifc risk premium may be applied to allow for any risks left out of previous parameters.
• Cost of interest-bearing loans and borrowings after tax (Kd): using a rate of around 3.5% (3.3% in 2010).
In addition, a sensitivity analysis is carried out with respect to the residual growth rate (between 1% and 2% in 2011 and 2010) and the WACC (between 10% and 11% in 2011 and between 9% and 10% in 2010).
From the range of share values determined by this analysis, the Group concluded that the value in use of its interest in Repsol was less than the net carrying amount of the interest at 31 December 2011. The Sacyr Vallehermoso Group therefore recorded an impairment loss on the interest reducing its carrying amount to its value in use. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 158 ANNUAL REPORT 2011
Autopistas del Sur and Autopistas de Levante:
At 31 December 2011, in light of the growing uncertainty regarding the future viability of the companies Inversora de Autopistas del Sur, S.L. and Inversora de Autopistas de Levante, S.L., the Sacyr Vallehermoso Group has decided to write down 100% of these investments.
This involved impairment losses, net of taxes, in the two companies of 442.1 million euros, of which 284.9 million euros relates to Inversora de Autopistas del Sur, S.L. and 157.2 million euros relates to Inversora de Autopistas de Levante, S.L.
Inversora de Autopistas del Sur, S.L., in which the Group holds a 35% interest and which owns 100% of the concessionaire Autopista Madrid Sur, C.E.S.A., which relates to the R4 motorway asset.
Inversora de Autopistas de Levante, S.L., in which the Group holds a 40% interest and which owns 100% of the concessionaire Autopista Madrid-Levante Sur, C.E.S.A., which relates to the AP36 motorway asset (Ocaña-La Roda).
At 31 December 2010, the Group estimated the recoverable amount of its interest in the two companies as the higher of value in use and fair value less costs to sell; the Group estimated value in use in accordance with IAS 36. The value in use of both companies was estimated on the basis of the calculation of total asset value by discounting the cash flows the shareholder could expect to receive throughout the concession periods, in accordance with the pertinent fnancial-economic plans agreed on with management.
At year-end 2010, the main assumptions underlying this valuation were as follows:
Figures at 31 December 2010 Autopista Madrid-Levante Autopista Madrid Sur, C.E.S.A. C.E.S.A. Owner (holding) Inversora de Autopistas de Inversora Autopistas del Sur, Levante, S.L. S.L. Motorway, toll road Ocaña-La Roda R4 % ownership 40% 35% Ke (discount rate of free cash flows to shareholders) 6%-8% 6%-8% Kf (risk-free rate on the Spanish 10-year bond) 4,73% 4,73% Beta u (Unleveraged beta) 1.0 1.0
The table below presents the fnancial highlights of the main companies accounted for using the equity method in 2010 and 2011: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 159
accounting year 2010 (Thousands of euros) Total Operating Profit/ Total assets Revenue liabilities profit (loss) Build2Edifica, S.A. 12,288 7,770 2,997 2,997 (9) Eurolink S.C.P.A. 213,499 63,499 0 76,958 0 Alazor Inversiones, S.A. 1,104,599 1,108,280 21,596 26,009 (10,889) PPPS Conslutoria em Saúde, S.A. 1,103 405 0 0 (1,674) Tenemetro, S.L. 20,797 13,107 1,700 1,702 (451) Aeropuertos Región de Murcia, S.A. 528 0 0 0 6 Metro de Sevilla, S.A. 711,683 432,074 47,661 47,987 5,604 A. Madrid Sur 1,244,328 1,071,866 18,279 21,049 (15,160) Inversora Autopistas de Levante, S.L. 577,356 547,584 16,066 16,736 (16,582) Sociedad Hospital de Majadahonda Explotaciones, S.A. 16,886 13,960 20,769 23,353 1,230 Hospital de Majadahonda, S.A. 260,492 242,730 34,191 35,120 (439) Biomeruelo de Energía, S.A. 1,114 206 1,435 40 591 Gestión de Partícipes del Biorreciclaje, S.A. 283 259 0 0 0 Infoser Estacionamiento Regulado, A.I.E. 788 431 913 2 (2) Parque Eólico La Sotonera, S.L. 19,704 14,173 4,609 18 1,503 Inte RCD, S.L. 288 170 0 0 (2) Inte RCD Bahía de Cádiz, S.L. 855 572 268 0 (89) Biomasas del Pirineo, S.A. 302 165 0 0 (2) Cultivos Energéticos de Castilla, S.A. 131 117 0 0 (2) Geida Skikda, S.L. 9,912 664 0 0 1,537 Geida Tlemcen, S.L. 21,712 3,626 0 421 (389) Alcorec, S.L. 2,606 2,580 1,320 75 (298) Inte RCD Huelva, S.L. 1,127 1,036 117 0 (248) Sacorec, S.A. 2 0 0 0 0 Soleval Renovables, S.L. 26,551 26,498 49,305 0 61 Enervalor Naval, S.L. 192 1 0 0 (43) Central Térmica la Torrecilla, S.A. 1,263 3 0 0 (802) Iniciativas Medioambientales del Sur, S.L. 276 2 0 0 (1) Solucia Renovables, S.L. 335,943 316,666 0 7 (493) Ecotrading 360 Grados, S.L. 356 285 1,405 0 0 Combustibles Ecológicos de Cantabria, S.L. 378 325 354 5 (60) Sociedad Andaluza de Valoración de la Biomasa, S.A 2,464 72 220 70 (283) Ambigal Engenheria de Infraestructuras Ambientais, S.A. 1 144 0 0 0 Laboratorio Regional del Tras-os-Montes LDA 842 310 815 220 168 Tratamiento de Aguas Residuais de Ave, S.A. 23,183 13,635 11,257 4,866 3,566 Taviraverde - Empresa Municipal de Ambiente, E.M. 13,814 12,980 8,162 743 65 Cascaissedenova - Actividades Inmobilarias, S.A. 810 789 0 (18) (18) Fagar - Faro, Festai de Agua e Residuos, E.M. 24,801 11,570 13,744 447 (1,103) Aguas do Sado - Con. dos Sistemas de Abast. de Agua e 62,846 54,729 15,088 6,968 2,126 de Saneamento de Setubal, S.A." Excehlentia - Sociedade Inmobiliaria, LDA 22 3 0 0 0 Enerwood-Portalegre Soluçoes de Energia, LDA 28 22 0 (14) (14) Enerwood-Sertá Soluçoes de Energia, LDA 13 1 0 (5) (5) SICA Soluçoes Tecnologicas 327 22 8 8 (7) Camarate Golf, S.A. 18,865 2,468 0 0 (35) Nova Benicalap, S.A. 515 3 0 0 (4) Mola 15, S.L. 31,530 28,438 20,550 0 (2) Puerta Oro de Toledo, S.L. 39,438 33,439 0 0 0 Habitat Network, S.A. 2,521 251 788 1 (221) M Capital, S.A. 17,025 7,492 332 0 265 Parking Palau, S.A 3,058 535 959 960 167 Pk Hoteles, S.L. 25,615 20,634 1,614 1,849 140 Haçor - Concessionária do Edifício do Hospital da Ilha 37,250 41,456 17,879 298 (404) Terceira, S.A. H.S.E. - Empreendimentos Imobiliários, Lda 2,566 1,158 300 315 (28) Repsol YPF, S.A. 67,631,000 41,645,000 55,663,000 60,430,000 4,693,000 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 160 ANNUAL REPORT 2011
accounting year 2011 (Thousands of euros) Total Operating Profit/ Total assets Revenue liabilities profit (loss) Build2Edifica, S.A. 11,955 7,576 2,697 2,697 (141) Eurolink S.C.P.A. 201,339 51,339 0 28,519 0 Alazor Inversiones, S.A. 1,447,870 1,274,828 21,630 43,844 (1,421) PPPS Conslutoria em Saúde, S.A. 3,535 0 0 3,661 2,843 Tenemetro, S.L. 15,112 1,645 1,756 1,757 (764) Autopista de Guadalmedina Concesionaria Española, S.A. 405,124 309,417 1,301 1,364 113 Aeropuertos Región de Murcia, S.A. 536 0 0 0 8 Metro de Sevilla, S.A. 438,043 312,032 48,375 48,754 7,814 A. Madrid Sur 1,290,814 1,130,190 15,619 31,606 (13,490) Inversora Autopistas de Levante, S.L. 577,087 555,075 15,211 24,527 (12,221) Sociedad Hospital de Majadahonda Explotaciones, S.A. 20,855 16,947 22,286 24,319 982 Hospital de Majadahonda, S.A. 253,944 248,392 43,517 43,517 5,917 Biomeruelo de Energía, S.A. 1,066 215 1,428 0 825 Gestión de Partícipes del Biorreciclaje, S.A. 283 259 0 0 (1) Infoser Estacionamiento Regulado, A.I.E. 969 620 720 0 (11) Parque Eólico La Sotonera, S.L. 18,728 12,764 4,810 99 1,834 Inte RCD, S.L. 301 185 0 0 (1) Inte RCD Bahía de Cádiz, S.L. 845 373 45 0 (276) Biomasas del Pirineo, S.A. 302 165 0 0 (48) Cultivos Energéticos de Castilla, S.A. 130 148 0 0 (1,962) Geida Skikda, S.L. 12,079 895 0 0 1,937 Geida Tlemcen, S.L. 23,658 3,611 0 137 1,961 Alcorec, S.L. 2,146 1,830 1,085 47 184 Inte RCD Huelva, S.L. 1,127 1,036 117 0 (248) Sacorec, S.A. 2 3 0 0 0 Soleval Renovables, S.L. 28,333 27,512 25,353 25,353 769 Enervalor Naval, S.L. 188 0 0 0 (6) Central Térmica la Torrecilla, S.A. 357 (4) 0 3 1 Iniciativas Medioambientales del Sur, S.L. 286 2 0 0 (1) Solucia Renovables, S.L. 372,425 346,123 0 0 (396) Combustibles Ecológicos de Cantabria, S.L. 399 368 354 4,795 4 Sociedad Andaluza de Valoración de la Biomasa, S.A 2,109 58 257 381 (289) Ambigal Engenheria de Infraestructuras Ambientais, S.A. 1 144 0 0 0 Laboratorio Regional del Tras-os-Montes LDA 802 221 781 86 52 Tratamiento de Aguas Residuais de Ave, S.A. 27,425 18,224 11,823 5,806 4,057 Taviraverde - Empresa Municipal de Ambiente, E.M. 14,391 13,555 8,402 933 141 Cascaissedenova - Actividades Inmobilarias, S.A. 138 792 0 (5) (43) Fagar - Faro, Festai de Agua e Residuos, E.M. 28,588 13,544 14,936 2,318 590 Aguas do Sado - Con. dos Sistemas de Abast. de Agua e 56,230 50,508 14,773 7,055 2,225 de Saneamento de Setubal, S.A. Excehlentia - Sociedade Inmobiliaria, LDA 24 9 0 (2) (2) Enerwood-Sertá Soluçoes de Energia, LDA 13 12 0 0 (12) Somague Hidurbe ACE 1,850 2,029 1,968 1,968 (167) SICA Soluçoes Tecnologicas 256 42 49 47 (158) Camarate Golf, S.A. 13,026 2,723 0 0 (37) Nova Benicalap, S.A 515 3 0 0 (4) Puerta Oro de Toledo, S.L. 39,180 33,181 0 0 0 Habitat Network, S.A. 2,409 230 753 0 (67) M Capital, S.A. 17,206 9,292 244 0 (1,577) Parking Palau, S.A 2,795 342 857 857 130 Pk Hoteles, S.L. 24,857 19,939 1,745 1,982 (129) Haçor - Concessionária do Edifício do Hospital da Ilha 88,330 98,149 46,158 18 384 Terceira, S.A. H.S.E. - Empreendimentos Imobiliários, Lda 1,368 905 25 0 (28) Repsol YPF, S.A. 70,957,000 43,914,000 60,122,000 63,732,000 2,193,000 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 161
The Group classifes companies as associates when it exercises signifcant influence over their management, regardless of whether its holding is less than 20%, in fulflment of the conditions set forth in IAS 28.
11. Contribution by proportionately consolidated companies
The tables below present the fnancial highlights of the proportionately consolidated companies in 2010 and 2011:
Non-current Current Non-current Current accounting year 2010 (Thousands of euros) Revenue Expenses assets assets assets assets Sociedad Concesionara de Palma de Manacor, S.A. 118,913 9,901 106,902 14,412 10,515 12,090 Sociedad Concesionara Autopistas del Valle, S.A. 12,728 52 0 491 577 577 Sociedad Concesionara Autopista del Sol, S.A. 243,376 12,590 225,003 5,627 31,691 24,661 Sociedad Concesionara Autovía del Noroeste Concesionaria de la Comunidad Autónoma de la Región de Murcia, S.A. 81,783 6,585 60,833 6,120 7,872 5,669 Intercambiador de Transporte de Plaza Elíptica, S.A. 66,780 9,925 53,703 3,875 6,776 5,614 Intercambiador de Transportes de Moncloa, S.A. 133,285 18,596 128,896 8,147 13,775 12,396 Autov. del Turia, Conc. Generalitat Valenciana S.A 187,637 10,387 170,697 6,277 11,419 14,566 Concesiones de Intercambiadores de Transporte, S.L 37,750 4 22,563 555 0 392 Autovías de Peaje en Sombra, S.L. 61,702 806 46,209 1,108 811 1,020 M50 Concession Holding Ltd 50 0 0 0 0 0 M50 Concession Ltd 256,606 10,047 279,544 10,275 30,928 30,010 N6 Operations Ltd 647 1,177 268 929 4,655 3,998 N6 Concession Holding Ltd 50 0 0 0 0 0 N6 Concession Ltd 314,129 122,735 450,916 3,778 27,712 35,219 Aguas de Toledo, A.I.E. 0 388 218 101 10 1 Aparcamiento Recadero, A.I.E. 3,046 41 1,907 988 440 351 Suardíaz Servicios Marítimos de Barcelona, S.L. 14,837 1,963 9,462 1,963 6,139 4,415 Residuos de Construcción de Cuenca, S.A. 106 262 3 257 362 311 Biorreciclaje de Cádiz, S.A. 27,145 23,423 21,195 18,184 17,244 16,363 Boremer, S.A. 14,327 9,690 8,985 11,939 21,484 22,199 Compost del Pirineo, S.A. 903 798 91 516 675 479 Surge Ambiental, S.L.U. 327 678 65 794 1,273 1,208 Desgasificación de Vertederos, S.A. 0 2 0 180 0 0 Metrofangs, S.L. 42,848 12,650 27,768 11,786 31,944 33,498 Partícipes del Biorreciclaje, S.A. 16,629 1,917 18,600 6 749 750 Valdemingómez 2000, S.A. 3,328 6,013 1,587 4,165 5,615 5,911 Empresa Mixta de Aguas de Las Palmas, S.A. 35,053 32,307 17,452 22,909 59,616 58,699 Sercanarias, S.A. 3,958 2,139 4,190 1,461 4,675 4,407 Ibervalor Energía Aragonesa, S.A. 167 36 0 (25) 0 77 Desarrollos Eólicos Extremeños, S.L. 1,494 320 137 40 5 43 Grupo Unidos por el Canal, S.A. 141,956 511,337 79,734 566,089 262,133 255,361 M 50 (D&C) Ltd 0 11,361 0 22,254 67,633 78,320 N6 Constructuion Ltd 116 62,308 0 112,526 5,488 35,098 Constructora ACS-Sacyr, S.A. 1,083 229 289 931 99 106 Constructora Necso Sacyr, S.A. 67 356 0 301 5 60 Constructora Sacyr - Necso, S.A. 0 65 3 4 1 1 Constructora. San Jose- Caldera, S.A. 659 15,676 0 3,877 29,509 28,554 Constructora San Jose-San Ramon, S.A. 126 7,714 0 7,608 674 674 Tecnologica Lena, S.L. 177 1,195 1,744 168 738 939 Aplicaçao Urbana, S.L. 86,902 42,473 62,277 60,275 16,307 17,499 Claudia Zahara 22, S.L. 24,652 1,227 0 22,618 5 1,655 Cortijo del Moro, S.A. 16 1,686 0 1,424 215 249 Sofetral,S.A. 20 4,696 303 2 206 181 Aplicaçao Urbana, S.L. 31,516 1,339 18,959 3,325 6,032 3,814 Claudia Zahara 22, S.L. 81,113 10,903 23,230 54,028 0 0 Cortijo del Moro, S.A. 0 1,204 0 1,097 65 1 Sofetral,S.A. 6,970 55 0 1,643 0 26 Promoceuta - Empreendimentos Imobiliários, Lda 0 1,510 0 1,869 0 9 Aguas de Cascais, S.A. 68,669 18,563 1,560 72,097 42,798 38,318 Aguas de Alenquer, S.A. 17,657 4,223 10,202 7,912 7,262 7,219 Aguas da Figueira, S.A. 51,989 6,654 46,459 10,261 12,311 10,426 Aguas de Gondomar, S.A. 72,227 11,525 49,525 31,316 22,568 20,570 Aguas da Covilha, E.M. 23,004 7,293 13,167 9,880 10,637 11,275 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 162 ANNUAL REPORT 2011
Non-current Current Non-current Current accounting year 2011 (Thousands of euros) Revenue Expenses assets assets assets assets Sociedad Concesionara de Palma de Manacor, S.A. 115,271 5,556 109,406 7,583 9,533 12,560 Sociedad Concesionara Autopistas del Valle, S.A. 13,313 58 0 3 186 186 Sociedad Concesionara Autopista del Sol, S.A. 249,955 49,819 261,447 8,343 43,493 30,860 Sociedad Concesionara Autovía del Noroeste Concesionaria de 68,768 17,095 57,540 4,750 8,151 5,895 la Comunidad Autónoma de la Región de Murcia, S.A. Intercambiador de Transporte de Plaza Elíptica, S.A. 59,160 17,708 54,545 3,064 6,850 5,536 Intercambiador de Transportes de Moncloa, S.A. 120,369 33,310 135,766 6,372 13,669 11,751 Autov. del Turia, Conc. Generalitat Valenciana S.A 188,321 11,671 30,596 157,545 12,799 15,981 Concesiones de Intercambiadores de Transporte, S.L 37,750 298 25,372 677 4 991 Autovías de Peaje en Sombra, S.L. 61,702 1,998 46,209 1,520 3,161 2,384 M50 Concession Holding Ltd 50 0 0 1 0 0 M50 Concession Ltd 233,083 37,264 303,411 3,872 24,280 24,044 N6 Operations Ltd 597 1,115 132 708 4,770 4,027 N6 Concession Holding Ltd 50 0 0 0 0 0 N6 Concession Ltd 303,522 70,194 343,619 57,417 25,007 33,777 Sociedad Concesionaria Valles del Bio Bio, S.A. 36,255 18,423 17,713 29,181 30,416 30,801 Sociedad Concesionaria Valles del Desierto, S.A. 193,498 10,406 158,595 5,128 81,810 82,912 Aguas de Toledo, A.I.E. 0 371 218 94 0 1 Aparcamiento Recadero, A.I.E. 0 0 0 0 0 0 Suardíaz Servicios Marítimos de Barcelona, S.L. 13,876 1,461 7,629 2,065 6,303 4,235 Residuos de Construcción de Cuenca, S.A. 201 290 86 249 281 239 Biorreciclaje de Cádiz, S.A. 26,103 29,372 22,701 20,615 17,194 16,224 Boremer, S.A. 14,954 11,523 12,545 9,471 26,044 24,883 Compost del Pirineo, S.A. 840 347 0 405 290 602 Desgasificación de Vertederos, S.A. 0 2 0 180 0 0 Metrofangs, S.L. 36,564 13,232 5,976 29,720 32,736 34,645 Partícipes del Biorreciclaje, S.A. 16,629 2,165 18,600 255 749 750 Valdemingómez 2000, S.A. 2,246 8,117 1,023 5,670 6,061 5,980 Empresa Mixta de Aguas de Las Palmas, S.A. 33,336 29,428 18,032 15,675 58,908 57,961 Sercanarias, S.A. 3,763 1,838 2,002 3,231 6,319 6,396 Ibervalor Energía Aragonesa, S.A. 84 21 0 (58) 0 66 Desarrollos Eólicos Extremeños, S.L. 1,698 73 137 48 1 50 Grupo Unidos por el Canal 212,359 470,545 19,721 650,576 377,451 372,837 Sociedad Sacyr Agua Santa, S.A. 2,864 11,221 1,545 12,051 21,070 20,655 M 50 (D&C) Ltd 0 2,292 9,411 1,628 671 (1,474) N6 Constructuion Ltd 0 22,804 102,391 3,494 (38,810) (5,831) Constructora ACS-Sacyr, S.A. 1,057 219 269 933 58 68 Constructora Necso Sacyr, S.A. 62 23,210 0 5,568 22,964 5,357 Constructora Sacyr - Necso, S.A. 0 60 3 3 0 0 Constructora. San Jose- Caldera, S.A. 400 19,644 0 13,823 13,989 14,836 Constructora San Jose-San Ramon, S.A. 87 7,862 0 7,861 65 69 Tecnologica Lena, S.L. 174 216 20 885 32 6 Aplicaçao Urbana, S.L. 79,477 40,984 60,594 58,845 11,518 15,916 Claudia Zahara 22, S.L. 8 26,378 0 21,339 347 1,311 Sofetral,S.A. 1 4,738 286 0 37 (9) Bardiomar, S.L. 29,932 1,212 16,624 3,118 6,041 3,275 Pazo de Congreso de Vigo, S.A. 64,211 8,780 15,670 47,377 865 8,175 PK Inversiones, S.L. 0 1,049 0 1,012 251 280 Provitae, S.L. 12,318 20 0 1,664 0 876 Promoceuta - Empreendimentos Imobiliários, Lda 0 1,511 0 1,879 0 9 Aguas de Cascais, S.A. 73,493 15,727 1,211 75,313 45,789 43,342 Aguas de Alenquer, S.A. 20,343 4,980 12,760 9,116 7,973 8,221 Aguas da Figueira, S.A. 51,587 5,547 44,088 9,967 13,472 11,608 Aguas de Gondomar, S.A. 78,972 12,092 52,964 32,015 28,296 26,012 Aguas da Covilha, E.M. 22,201 7,442 10,848 10,719 11,792 11,178
There were no contingent liabilities or commitments in respect of the above businesses in 2010 and 2011. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 163
12. Receivables from concessions
As indicated in Note 3.c.10), as a result of the application of IFRIC 12, some concession projects have been classifed as fnancial assets and recorded under “Receivables from concessions”. This item includes receivables from the public entities granting the concessions under the various agreements.
The movements in this heading in 2010 and 2011 were as follows: accounting year 2010 (Thousands of euros) Balance at Reclassific. Changes Balance at Translation 31/12/09 Additions Decreases and in scope of 31/12/10 effect (Restated)* transfers consolidation (Restated)* Non-current receivables 706,287 408,531 (18,127) (85,952) (124,368) 3,590 889,961 from concessions Current receivables from 86,815 1,056 (85,221) 85,952 0 0 88,602 concessions (*) As explained in Note 3 the audited consolidated financial statements at 31 December 2010 and 2009 have been restated. accounting year 2011 (Thousands of euros) Balance at Reclassific. Changes Translation Balance at 31/12/10 Additions Decreases and in scope of effect 31/12/11 (Restated)* transfers consolidation Non-current receivables 889,961 234,786 (50,415) (13,462) (36,154) (539) 1,024,177 from concessions Current receivables from 88,602 5,122 (57,778) 64,103 0 0 100,049 concessions (*) As explained in Note 3, the audited consolidated financial statements at 31 December 2010 and 2009 have been restated.
Increases to “Receivables from concessions” in 2010 and 2011 mainly relate to work in progress for the Sociedad Concesionaria Valles del Desierto, S.A. (Chile), Sociedad Concesionaria Valles del Bio Bio, S.A. (Chile), Marão motorway (Portugal) and Braga Hospital (Portugal).
Decreases in 2010 mainly reflected the sale of a 49% interest, and consequent loss of control, in Intercambiador de Transportes de Moncloa, S.A.U., Intercambiador de Transportes de Plaza Elíptica, S.A.U. and Autovía del Noroeste Concesionaria de CARM, S.A.U.
In 2011, disposals mainly resulted from the sale of collection rights relative to the Alcudia desalination plant. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 164 ANNUAL REPORT 2011
The detail of “Receivables from concessions” is as follows:
2010 (Thousands of euros) 2011 (Restated)* Non-current Current Non-current Current Autovía del Noroeste Concesionaria de CARM, S.A. 28,337 5,401 29,332 5,316 Total motorways in Spain 28,337 5,401 29,332 5,316 Autoestradas do Marão 144,605 0 101,576 0 Superstrada Pedemontana Veneta, S.R.L. 3,406 0 1,056 0 M50 Concession Ltd 102,076 10,042 102,697 9,896 Sociedad Concesionaria Valles del Desierto, S.A. 140,007 0 133,433 0 Sociedad Concesionaria Rutas del Desierto, S.A. 2,568 0 0 0 Sociedad Concesionaria Valles del Bio Bio, S.A. 15,483 0 0 0 Autopista del Sol, S.A. 74,284 10,479 69,885 8,306 N6 Concession Ltd 43,949 0 0 0 Total other motorways 526,378 20,521 408,647 18,202 Motorways 554,715 25,922 437,979 23,518 Hospital Escala Braga 98,340 22,697 93,327 16,559 Haçor Hospital 25,086 7,600 13,275 0 Hospital de Vila Franca 21,171 0 0 0 Hospital de Parla, S.A. 66,787 14,323 67,695 14,643 Hospital del Noreste, S.A. 72,692 15,460 73,962 15,680 Hospitals 284,076 60,080 248,259 46,882 Intercambiador de Transportes de Moncloa, S.A. 54,627 7,215 56,408 6,420 Interc. de Transporte de Plaza Elíptica, S.A. 26,494 3,740 26,901 3,792 Transport hubs 81,121 10,955 83,309 10,212 Testa Residencial, S.L.U. 6,371 0 0 0 Rental property 6,371 0 0 0 Valoriza Servicios Medioambientales, S.A. 60,196 3,092 51,824 5,878 Waste treatment 60,196 3,092 51,824 5,878 Somague Ambiente, S.A. 18,091 0 18,524 0 Desaladora de Alcudia (Sacyr S.A.U. and Sadyt, S.A.) 1,502 0 30,246 2,112 Water 19,593 0 48,770 2,112 Sacyr S.A.U (Gisa police stations) 18,105 0 19,820 0 Other 18,105 0 19,820 0 RECEIVABLES, CONCESSION PROJECTS 1,024,177 100,049 889,961 88,602 (*) As explained in Note 3, the audited consolidated financial statements at 31 December 2010 have been restated. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 165
The concession periods and the committed investment are as follows:
Concession period Committed investment Date put End of (Thousands of into service concession euros) Motorways Autovía del Noroeste Concesionaria de CARM, S.A. 2001 2026 0 Autoestradas do Marao (**) 2012 2038 60,222 M50 Concession Ltd 2010 2042 0 Sociedad Concesionaria Valles del Desierto, S.A.(*) 2011 2023 208 Superestrada Pedemontana Veneta, S.R.L. 2014 2053 219,829 Autopista del Sol, S.A. 2008 2033 0 Sociedad Concesionaria Valles del Bio Bio, S.A. 2015 2030 86,134 Sociedad Concesionaria Rutas del Desierto, S.A. 2015 2032 44,970 Hospitals Escala Braga - Sociedade Gestora Do Edifício, S.A. 2011 2038 0 Haçor- Concessionária do Edificio do Hospital da Ilha Terceira,S.A. 2012 2038 0 Escala Vila Franca - Sociedade Gestora Do Edifício, S.A. 2012 2039 59,119 Hospital de Parla, S.A. 2007 2035 0 Hospital del Noreste, S.A. 2007 2035 0 Transport hubs Intercambiador de Transportes de Moncloa, S.A. 2008 2043 0 Interc. de Transporte de Plaza Elíptica, S.A. 2007 2040 0 Rental property Usera (Madrid) 2003 2020 0 Campo de Tiro (Leganés) 2000 2018 0 Waste treatment Valoriza Servicios Medioambientales, S.A. Planta Los Hornillos 2011 2030 52,865 Explotación La Paloma 2003 2022 9,991 Calandrias 2003 2023 1,611 Zonas Verdes Guadarrama 2008 2018 725 Water Somague Ambiente, S A 2005 2035 0 Alcudia desalination plant 2010 2025 0 Other Sacyr S.A.U (Gisa police stations) 2007 2032 0 ((*) At 31 December 2010, two segments became operational. (**) 100% provisionally operational. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 166 ANNUAL REPORT 2011
13. Non-current and current financial assets
The movements in the various items under this heading in 2010 and 2011 are as follows:
accounting year 2010 (Thousands of euros) Balance at Reclassific. Changes Balance at Translation 31/12/09 Additions Decreases and in scope of 31/12/10 effect (Restated)* transfers consolidation (Restated)* Loans to companies accounted for using the 25,948 30,660 (824) 0 0 0 55,784 equity method Other loans and receivables 41,905 45,686 (21,159) (465) 276 253 66,496 Available-for-sale financial 25,572 2,207 (5,998) (1,794) 0 0 19,987 assets Debt securities 0 9,777 0 0 0 0 9,777 Held-for-trading financial 1,077 1,000 (1,666) 1,794 0 0 2,205 assets Unpaid portion of equity 0 0 19,884 (20,104) 0 0 (220) investments Non-current guarantees and 33,772 8,125 (1,691) 0 0 14 40,220 deposits Cost 128,274 97,455 (11,454) (20,569) 276 267 194,249 TOTAL 128,274 97,455 (11,454) (20,569) 276 267 194,249 (*) As explained in Note 3, the audited consolidated financial statements at 31 December 2010 and 2009 have been restated.
accounting year 2011 (Thousands of euros) Balance at Reclassific. Changes Translation Balance at 31/12/10 Additions Decreases and in scope of effect 31/12/11 (Restated)* transfers consolidation Loans to companies accounted for using the 55,784 39,495 (18,666) 0 0 0 76,613 equity method Other loans and receivables 66,496 66,994 (3,934) 176 0 91 129,823 Available-for-sale financial 19,987 7,240 (24,534) 863 0 0 3,556 assets Debt securities 9,777 24,517 (9,713) 0 0 0 24,581 Held-for-trading financial 2,205 999 (1,052) (693) 0 0 1,459 assets Unpaid portion of equity (220) 0 220 0 0 0 0 investments Non-current guarantees and 40,220 16,508 (943) 2,527 (2) 224 58,534 deposits Cost 194,249 155,753 (58,622) 2,873 (2) 315 294,566 Provision 0 (15,386) 0 0 0 0 (15,386) Provision 194,249 140,367 (58,622) 2,873 (2) 315 279,180
(*) As explained in Note 3, the audited consolidated financial statements at 31 December 2010 and 2009 have been restated. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 167
The increase in 2011 was primarily due to the change in the method of consolidation of Autopista de Guadalmedina Concesionaria Española, S.A., from full consolidation in 2010 to the equity method in 2011. As a result, the balances with this company are no longer eliminated in the consolidation process.
As required by law, Group companies have disclosed all companies in which they have taken a shareholding of over 10% or, where they already held such a shareholding, any additional acquisitions or sales above 5%.
“Loans to companies accounted for using the equity method” reports the Group’s loans to its associates.
Available-for-sale fnancial assets are investments in equity instruments that do not meet IFRS criteria for consideration as investments in subsidiaries, associates or joint ventures. Available- for-sale fnancial assets are measured at fair value, with any gains or losses recognised directly in equity until the asset is sold, providing the fair value can be reliably measured. If this is not possible, the assets are recognised at cost less any impairment losses.
“Guarantees and deposits given” mainly comprises the percentage of guarantees paid by lessees that Spain’s various regional governments require as a deposit.
“Current fnancial investments” rose in 2010, reflecting the accrued dividend to Repsol YPF, S.A., which was paid in January 2011, and the investment of surplus cash from Sacyr Vallehermoso S.A.’s capital increase.
In 2011, the amount attributed to this item declined because the proceeds from these investments were used to reduce the Group’s debt.
The breakdown of current fnancial assets at 31 December 2011 and 2010 is as follows:
Thousands of euros 2011 2010 Loans to companies accounted for using the equity method 91,275 130,641 Equity instrumentos 41,590 65,297 Debt securities 12,961 235,599 Loans to third parties 19,126 9,802 Short-term deposits and guarantees 14,483 30,146 Provisions (14,461) (7,239) TOTAL 164,974 464,246
14. Tax situation
14.1. Consolidated tax group
As indicated in Note 3.c.21, in compliance with Royal Decree 4/2004 of 5 March approving the revised Income Tax Law (Ley del Impuesto sobre Sociedades), Sacyr Vallehermoso, S.A. and WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 168 ANNUAL REPORT 2011
its subsidiaries have decided, with the approval of each company’s corporate bodies, to fle a consolidated tax return, and have duly notifed the A.E.A.T. (the Spanish tax authorities), which assigned Sacyr Vallehermoso, S.A., the Group’s Parent company, tax number 20/02.
Companies forming part of the tax group are listed in Appendix II of these consolidated fnancial statements.
14.2. Years open to inspection
As a result of the tax inspections of Consolidated Tax Group 20/02, the Parent company of which is Sacyr Vallehermoso, S.A., assessments were issued relative to the income tax for 2004 through 2007.
These assessments were signed on a contested basis by Sacyr Vallehermoso, S.A. and they included settlement agreements and sanctions for a total cumulative amount of 77,354,532.36 euros. They were related entirely to the subsidiaries of the Consolidated Tax Group.
On 19 October 2011 an appeal was lodged against the assessments with the National Court of Appeal.
In addition, on 8 March 2011, assessments were issued against Sacyr, S.A.U. relative to 5,516,591.79 in value added tax for 2005 and 2006. This amount represents the tax payable, interest and fnes. The Company has appealed this assessment before the Court of Appeal.
As the company’s management and its tax advisors do not expect the fnal outcome of the appeals that have been lodged to have a signifcant impact on the fnancial statements at year-end 2011, the Group has not recognised any provision for this item.
14.3. Tax rate
The main nominal tax rates used in calculating tax on the income of the Group companies for 2011 and 2009 are as follows:
• Spain: 30% • Portugal: 26,5% • Chile: 17% • Panama: 25% (30% in 2010) • Brazil: 33% • Ireland: 12,5% • Costa Rica: 30% • Italy: 27,5% • United States: 30% • Libya: 15% to 40% • France: 33,33% • Algeria: 38% plus Tax on extraordinary income (TEI) • Australia: 30% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 169
The reconciliation between tax expense and accounting proft multiplied by Spain’s domestic tax rate is as follows:
(Thousands of euros) 2011 2010 Consolidated profit before tax (2,141,552) 188,348 Income tax calculated at the domestic tax rate (642,465) 56,505 Permanent differences and consolidation adjustments (1) 164,846 9,920 Tax deductions and relief (2) (66,785) (99,510) Other adjustments (3) 4,979 2,935 Income tax on continuing operations (539,425) (30,150) Effective tax rate, continuing operations 25,2% (16,0%) Income tax on discontinued operations (4) 0 (839) Effective tax rate, discontinued operations 0,0% 9,5% Income tax (539,425) (30,989) Effective tax rate 25,2% (17,3%) Deferred tax assets 343,160 119,295 Deferred tax liabilities 205,196 (58,811) Current tax expense 8,931 29,495
In 2011:
(1) The loss on the sale of 10% of Repsol comprises two segments: a. Individual segment: Owing to the difference between the sale price (21.066 euros/share) and the carrying amount of said shareholding in the individual fnancial statements of Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. (26.71 euros/share). This segment is affected by income tax. b. Consolidated segment: Owing to the difference between the individual carrying amount (26.71 euros/share) and the consolidated carrying amount (29.53 euros/share).
This second segment, which is not affected by the income tax, is the main consolidation adjustment.
(2) Most notably, relief on double taxation on dividends received from Repsol.
(3) This line mainly includes the adjustment for international tax rates.
In 2010:
(2) Most notably, relief on double taxation on dividends received from Repsol.
(3) This line mainly includes the adjustment for international tax rates.
(4) Tax on profts from Sacyr Vallehermoso Group’s discontinued operations resulted in income of 839 thousand euros in 2010, representing an effective tax rate of 9.5%. The 2010 fgure includes: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 170 ANNUAL REPORT 2011
a. Current income tax expense on shadow toll concessions and transport hubs classifed as held for sale in May 2010, which stood at 219 thousand euros.
b. Tax credit from the loss on disposal of the shadow toll concessions and transport hubs held for sale, which stood at 2,505 thousand euros.
c. Tax expense on the gain from the sale of 0.51% of Itínere, which stood at 1,446 thousand euros.
14.4. Change in deferred taxes
Movements in deferred tax assets and liabilities in 2010 and 2011 were as follows:
accounting year 2010 (Thousands of euros) Changes Balance at Translation Impact on Balance at Additions Decreases in scope of 31/12/09 effect equity 31/12/10 consolidation Deferred tax assets 452,140 168,889 (49,594) (13,742) 139 (17,551) 540,281 Deferred tax liabilities 265,283 65,255 (6,444) (9,761) 119 7,751 322,203
accounting year 2011 (Thousands of euros) Changes Balance at Translation Impact on Balance at Additions Decreases in scope of 31/12/10 effect equity 31/12/11 consolidation Deferred tax assets 540,281 396,988 (53,972) (674) (310) (1,786) 880,527 Deferred tax liabilities 322,203 22,347 (227,543) (189) (5) 884 117,697
The “Impact on equity” column shows the deferred tax assets and liabilities generated by the impact on equity of the measurements of cash-flow hedges and available-for-sale assets.
In 2010 and 2011, the amount attributed to “Deferred tax assets” relates to:
(Thousands of euros) 2011 2010 TOTAL DEDUCTIONS AND CARRYFORWARDS OF THE CONSOLIDATED TAX GROUP 573,422 276,346 Total Deductions (consolidated tax Group) 226,349 162,987 Sacyr Vallehermoso Participaciones Mobiliarias SL (double taxation on dividends) 137,071 77,422 Sacyr Vallehermoso SA (reinvestment and other) 38,901 38,644 Sacyr SAU (R&d and other) 24,376 24,376 Resto of consolidated tax group 26,001 22,545 Carryforwards (consolidated tax Group) 347,073 113,359 Sacyr Vallehermoso Participaciones Mobiliarias SL (sale of 10% of Repsol) 206,782 0 Resto of consolidated tax group 140,291 113,359 TAX EFFECT OF HEDGING INSTRUMENTS 69,799 77,678 TEMPORARY DIFFERENCES ARISING BETWEEN ACCOUNTING AND TAXABLE PROFIT 237,306 186,257 DEFERRED TAX ASSETS 880,527 540,281 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 171
It should be noted that in 2011 “Deferred tax assets” increased primarily as a result of tax income (206,782 thousand euros) stemming from the loss on the sale of 10% of Repsol by Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U.
“Deferred tax liabilities” mainly comprises the tax effect of income recognised in equity following the restatement of Itínere Infraestructuras, S.A. to fair value (42,907 thousand euros) and temporary differences arising between accounting and taxable proft in various Group companies as a result of their sector-specifc regulations.
Noteworthy in 2011 was the lower amount attributed to “Deferred tax liabilities”, primarily as a result of the tax impact of the impairment loss of Inversora de Autopistas del Sur, S.L. and Inversora de Autopistas de Levante, S.L. (179,897 thousand euros).
The Sacyr Vallehermoso Group’s deferred tax on unpaid dividends from foreign companies was estimated at 70,887 thousand euros in 2011 and 68,220 thousand euros in 2010.
14.5. Tax loss carryforwards
Some Group companies have tax losses that can be carried forward and offset against taxable income of the individual company in subsequent years.
Details of unused tax loss carryforwards at 31 December 2011 applicable in future years were as follows:
Consolidated tax group Year generated Thousands of euros Cumulative 1999 4 4 2000 137 141 2001 292 433 2002 559 992 2004 1 993 2005 129 1,122 2008 354,224 355,346 2009 3,288 358,634 2010 19,230 377,864 2011 779,045 1,156,909 Total 1,156,909
Other Group Year generated Thousands of euros Cumulative 2003 247 247 2004 391 638 2005 938 1,576 2006 724 2,300 2007 814 3,114 2008 942 4,056 2009 404 4,460 Total 4,460 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 172 ANNUAL REPORT 2011
The Group generally capitalises its tax loss carryforwards as soon as they arise. Spanish companies are permitted to offset tax loss carryforwards for 18 years following the date on which they were frst generated, in accordance with Royal Decree-Law 9/2011 (15 years in 2010). These tax loss carryforwards are expected to be offset mainly against future profts and the realisation of unrealised gains.
Amount Cumulative Year generated 14.6. Pending tax relief (Thousands of euros) (Thousands of euros) 2007 14,690 14,690 At 31 December 2011 the Group had 226,349 2008 11,232 25,922 thousand euros in unused tax relief accrued in 2009 58,830 84,752 2011 or previous years (2007 to 2010). The yearly 2010 78,235 162,987 2011 63,362 226,349 breakdown as follows: TOTAL 226,349
The main sources of unused tax relief are the double taxation relief on Repsol YPF, S.A. dividends, a deduction for reinvestment in 2009 and R&D relief. Unused relief must be used within 7 years for double-taxation deductions, 15 years for R&D relief and 10 years for other deductions, all starting from the year in which they were generated.
15. Other non-current assets
Other non-current assets” mainly consists of long-term trade notes receivable for the sale of land by the property development business.
16. Inventories
The detail of Group inventories at 31 December 2011 and 2010 was as follows:
(Thousands of euros) 2011 2010 Land and lots 1,232,331 1,227,012 Developments in progress 196,298 220,049 Buildings 526,276 666,018 Auxiliary work and start-up costs 58,301 68,478 Advances 100,921 109,020 Construction materials and other supplies 60,212 69,143 Adaptation of land 27,760 23,563 Work-in-progress and semi-finished goods 209,644 192,872 Goods for resale 22,204 25,503 Finished goods 9,103 11,180 By-products, waste and recycled materials 25 27 Provisions (121,075) (102,288) TOTAL 2,322,000 2,510,577 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 173
The reduction in “Inventories” basically reflects sales made, the liquidation of inventory items and the slower addition of new housing stock reflecting weaker demand.
The value of Group inventories includes fnance costs, with an addition of 2,086 thousand euros in 2011. In 2010, additions to fnance costs amounted to 5,725 thousand euros. Finance costs included in inventories totalled 69,637 thousand euros in 2011 and 77,735 thousand euros in 2010.
The carrying amount of work in progress pledged as debt collateral at 31 December 2010 and 2011 was 1,597,695 thousand and 1,486,601 thousand euros, respectively. This pledged inventory is all in the development division. Note 22 explains the key features of debt held by this division.
In addition, at 31 December 2010 and 2011, part of the property and developments under construction was mortgaged as collateral for the repayment of assumable bank loans used to fund the specifc development activity, totalling 14,625 thousand and 488 thousand euros, respectively.
All of the amounts recognised in “Developments under construction” at 31 December 2010 and 2011 were short cycle.
Impairment relates to certain assets whose cost exceeds their appraised value.
An independent appraiser valued the Group’s property assets classifed as inventories at 2,398 million euros at 31 December 2011, compared with a carrying amount of 1,940 million euros, resulting in an unrealised gain of 458 million euros. At 31 December 2010 the corresponding valuation was 2,465 million euros, resulting in an unrealised gain of 559 million euros.
17. Trade and other receivables
The details of “Trade and other receivables” at 31 December 2010 and 2011 were as follows:
(Thousands of euros) 2011 2010 Customers 1,587,947 1,630,939 Completed work pending certification 334,423 264,792 Personnel 1,310 1,618 Receivable from companies accounted for using the equity method 105,495 37,354 Other receivables 311,570 384,929 Receivable from public entities 107,872 130,914 Impairment (95,622) (154,290) TOTAL 2,352,995 2,296,256 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 174 ANNUAL REPORT 2011
Trade receivables has a signifcant balance. Its breakdown by business and type of customer at 31 December 2010 and 2011 was as follows:
accounting year 2010 (Thousands of euros) Central Autonomous Local Companies Customers TOTAL government regions authorities (public) (private) Sacyr 82,317 91,475 94,646 242,034 194,324 704,796 Somague 55,392 20,556 14,927 62,187 232,485 385,547 Valoriza 11,991 24,602 196,911 56,955 117,546 408,005 Vallehermoso 1,047 0 0 0 78,893 79,940 Concessions 151 15,149 992 5,054 1,442 22,788 Testa 0 1,198 2,016 0 6,987 10,201 Adjustments and others 0 0 0 0 19,662 19,662 TOTAL 150,898 152,980 309,492 366,230 651,339 1,630,939
accounting year 2011 (Thousands of euros) Central Autonomous Local Companies Customers TOTAL government regions authorities (public) (private) Sacyr 129,785 109,874 127,875 158,160 121,125 646,819 Somague 6,717 62,108 15,041 48,644 285,263 417,773 Valoriza 17,020 30,803 251,617 49,687 111,377 460,504 Vallehermoso 1,231 0 0 0 8,527 9,758 Concessions 2,700 18,555 0 8,835 4,491 34,581 Testa 0 2,681 761 0 7,295 10,737 Adjustments and others 0 0 0 0 7,775 7,775 TOTAL 157,453 224,021 395,294 265,326 545,853 1,587,947
The average collection period for the Sacyr Vallehermoso Group in 2011 was approximately 70 days (67 days in 2010).
“Other receivables” includes claims for liquidations of work in progress that the Group expects to receive in 2012.
“Receivables from public entities” at 31 December 2011 and 2010 mainly comprises VAT payments owed to the Group.
Regarding “Impairment”, the Group writes down loans and receivables as impaired if payment has not been received six months after maturity or when it becomes aware that the customer has declared itself insolvent, except for public entities, which are assumed to be solvent. Most of the movement in 2010 and 2011 originated from the Group’s property development business. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 175
18. Cash and cash equivalents
The breakdown of “Cash and cash equivalents” in 2010 and 2011 is as follows:
(Thousands of euros) 2011 2010 Cash and cash equivalents 485,078 683,751 Other cash equivalents 99,342 99,964 TOTAL 584,420 783,715
Nearly all of this is unrestricted.
19. Equity
Details and movements in this heading in 2010 and 2011 are shown in the consolidated statement of changes in equity, which forms an integral part of the consolidated annual fnancial statements. a) Appropriation of proft of Sacyr Vallehermoso, S.A. (Parent company)
The appropriation of 2011 Parent company proft proposed by the Parents’ directors and submitted for approval at the General Shareholders Meeting and the appropriation of 2010 proft approved by shareholders are as follows:
(euros) 2011 2010 Basis (55,269,414.79) 14,243,818.32 Income statement (55,269,414.79) 14,243,818.32 Application (55,269,414.79) 14,243,818.32 To legal reserve 0.00 1,424,381.83 To voluntary reserves 0.00 12,819,436.49 To prior years' loss carryforwards (55,269,414.79) 0.00
On 11 May 2011, the Company’s Board of Directors resolved to pay shareholders a dividend with a charge to reserves equivalent to 10% of the nominal share price, resulting in a total distribution of 40,843 thousand euros. This dividend was paid on 24 May 2011. Given that the Company has recognised losses at 31 December 2011, these dividends are expected to be charged against voluntary reserves, in accordance with prevailing legislation.
As shown in the following table, the Company has suffcient liquidity to fund this distribution while meeting the maximum limit set forth in current legislation regarding distributable proft from the previous year end. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 176 ANNUAL REPORT 2011
SACYR VALLEHERMOSO, S.A.
STATEMENT OF LIQUIDITY SUPPORTING THE DISTRIBUTION OF THE INTERIM DIVIDEND IN RESPECT OF 2011, APPROVED AT THE BOARD OF DIRECTORS MEETING OF 11 May 2011
Cash and investments at 30 April 2011 40,794,765.82
Undrawn credit facilities at 30 April 2011 87,836,521.23
Estimated receivables and payables at the date of approval (9,183,301.11)
NET CASH AVAILABLE 119,447,985.94
JUSTIFICATION OF LIQUIDITY SUPPORTING THE DISTRIBUTION OF THE INTERIM DIVIDEND IN RESPECT OF 2011, APPROVED AT THE BOARD OF DIRECTORS MEETING OF 11 May 2011
Profit after tax at 30 April 2011 62,238,773.73
Distribution to legal reserve 6,223,877.37
PROFIT AFTER TAX LESS DISTRIBUTION TO RESERVES 56,014,896.36
INTERIM DIVIDEND PAID 0.00
MAXIMUM AMOUNT DISTRIBUTABLE 56,014,896.36
DISTRIBUTION OF THE INTERIM DIVIDEND IN RESPECT OF 2011 APPROVED AT THE BOARD OF DIRECTORS MEETING OF 11 May 2011
Shares issued by the Company at 30 April 2011 410,169,086
Treasury shares 1,738,901
Shares with dividend rights 408,430,185
Ordinary dividend per share (euros) 0.1000
TOTAL INTERIM DIVIDEND APPROVED 40,843,018.50
Limitations on the distribution of dividends
The Company is required to transfer 10% of proft for the year to a legal reserve until the reserve reaches at least 20% of share capital. As long as the reserve remains below the limit of 20% of share capital, it is not distributable to shareholders.
Once the legal or the company by-law requirements have been met, dividends may only be distributed against proft for the year or against unrestricted reserves if the value of equity is not lower than share capital or would not be caused to be less than share capital by the distribution of dividends. Accordingly, proft recognised directly in equity may not be distributed either directly or indirectly. Where losses exist from previous years that reduce the Company’s equity to below the amount of share capital, proft must be allocated to offset these losses. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 177
b) Share capital and share premium
At 31 December 31 2010 and 2011, the share capital of the Company amounted to 394,152 thousand euros and 422,598 thousand euros, represented by 394,152,216 and 422,598,452 shares of 1 euro par value each, fully subscribed and paid. All shares are of the same class. No shares bear founder rights. All of the shares have been admitted for trading on Spain’s Continuous Market.
At the end of 2010 and 2011 the share premium was 457,582 thousand and 537,666 thousand euros, respectively.
The share premium is subject to the same restrictions and can be used for the same purposes as voluntary reserves, including conversion to share capital.
On 25 February 2011, the Company carried out a 96,101 thousand euro capital increase, issuing 16,016,870 shares with a nominal value of 1 euro and a share premium of 5 euros each, to prevent dilution. Preferential subscription rights were exchanged at 2 new shares for each 49 old shares.
At 28 June 2011, the Company carried out a bonus share issue charged to reserves in the amount of 12,429 thousand euros by issuing 12,429,366 shares with a par value of 1 euro each. The allocation rights were exchanged at 1 new share for each 33 old shares.
The Company’s shareholders at 31 December 2010 and 2011 were as follows:
2011 2010 Disa Corporación Petrolífera, S.A. 13.012% 6.747%
Austral 9.623% 10.014%
Participaciones Agrupadas, S.L. 7.697% 8.010%
Prilou, S.L. 7.645% 8.232%
Cymofag, S.L. 6.091% 6.429%
Rimefor Nuevo Milenio, S.L. 5.715% 5.947%
Grupo Empresarial Fuertes, S.L. 5.149% 3.918%
Beta Asociados, S.L. 5.103% 4.030%
Actividades Inmobiliarias y Agrícolas 5.076% 7.151%
Prilomi, S.L. 5.007% 5.032%
NCG Banco, S.A. 4.464% 4.646%
Grupo Satocan, S.A. 2.883% 3.000%
CXG Corporación Caixa Galicia, S.A. 2.269% 2.361%
Other 20.266% 24.483%
Total 100.000% 100.000% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 178 ANNUAL REPORT 2011
c) Reserves
- Reserves of the Parent
The details of the Company’s reserves at 31 December 2010 and 2011 were as follows
(Thousands of euros) 2011 2010 Legal reserve 62,418 60,994 Voluntary reserve 1,073,022 1,072,632 Total 1,135,440 1,133,626
Companies are required to transfer at least 10% of proft for the year to a legal reserve until this reserve reaches 20% of share capital. The reserve is not distributable to shareholders and may be used only to offset losses and provided no other reserves are available.
At 31 December 2011 the legal reserve amounted to 14.77% of share capital. At 31 December 2010 the legal reserve amounted to 15.47% of share capital.
The Parent company’s voluntary reserves are unrestricted.
- Other reserves
The movement in 2011 and 2010 was due primarily to the transfer to reserves of the previous year’s proft and to the change in reserves at Repsol YPF, S.A., mainly as a result of changes in the group’s scope, which led to an increase for Sacyr Vallehermoso of 95,648 thousand euros in 2011 and 33,790 thousand euros in 2010. In addition, in 2011 the Group issued bonds convertible into shares, which have has a positive impact on equity of 17,167 thousand euros.
d) Unrealised gains (losses) reserve
Movements in the reserve for unrealised gains and losses are recognised in the statement of comprehensive income and include:
- Available-for-sale fnancial assets
As explained in Note 4.1, in accordance with IAS 39, the interest in Itínere Infraestructuras, S.A. was recognised at fair value, without any potential costs to sell being deducted, as such costs were insignifcant. Changes resulting from restatements to fair value are recognised directly in equity under “Available-for-sale fnancial assets” until the fnancial asset is derecognised from the consolidated statement of fnancial position or its value is considered impaired, at which point the amount recognised in equity is taken to the separate consolidated income statement. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 179
- Hedging instruments
The reconciliation between the fair values of hedging instruments described in Note 24 and adjustments recognised in the separate consolidated income statement and consolidated equity is as follows:
(Thousands of euros) Fair value at 31 December 2009 (322,442) Income and expense recognised directly in equity (88,398) Changes in scope of consolidation (15,311) Transfer to separate consolidated income statement 157,812 Fair value at 31 December 2010 (268,339) Income and expense recognised directly in equity (135,398) Changes in scope of consolidation 658 Transfer to separate consolidated income statement 144,698 Fair value at 31 December 2011 (258,381)
- Translation differences
This is the difference between translating the equity of companies reported in non-euro currencies at year-end and at historical exchange rates. In 2011 and 2010 the main movements were due to Repsol YPF, S.A. e) Treasury shares
At 31 December 2011, the Parent company held 2,587,065 treasury shares, equivalent to 0.6122% of its share capital (0.4412% in 2010). At the average exchange rate, the price paid was 22.81 euros per share (32.07 euros in 2010).
Movements in treasury shares in 2010 and 2011 were as follows:
Balance at 31 December 2009 1,738,882 Shares bought 16 Shares sold 0 Bonus share issue 0 Balance at 31 December 2010 1,738,898 Shares bought 795,471 Shares sold 0 Reconciliation, capital increase 3 Bonus share issue 52,693 Balance at 31 December 2011 2,587,065 f) Non-controlling interests (previously “Minority interests”)
“Non-controlling interests” shown under equity on the consolidated statement of fnancial position represents the value of all the stakes held by minority shareholders in the equity of the Group’s WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 180 ANNUAL REPORT 2011
consolidated subsidiaries. “Non-controlling interests” on the consolidated income statement shows the portion of proft or loss for the year attributable to these minority shareholders.
In 2010, non-controlling interests in equity were reduced, mainly due to changes in the method of consolidation of Intercambiador de Transportes de Moncloa, S.A., Intercambiador de Transportes de Plaza Elíptica, S.A. and Autovía del Turia Concesionaria de la Generalitat Valenciana, S.A. (See Note 2.b.1).
In 2011 non-controlling interests in equity were further reduced, primarily due to the acquisition of 0.886% of Tesfran, S.A., a French company, and the change in the consolidation method of Sociedad Concesionaria Valles del Desierto, S.A., from full consolidation, with non-controlling interests owning 40%, to the proportionate consolidation method.
20. Deferred income
Movements in “Deferred income” in 2010 and 2011 are as follows:
accounting year 2010 (Thousands of euros) Balance at Reclassific. Translation Balance at Additions Decreases 31/12/2009 and transfers effect 31/12/2010 Government grants 97,274 66,131 (9,746) 0 569 154,228 Other income 313 1,520 (452) 0 0 1,381 TOTAL 97,587 67,651 (10,198) 0 569 155,609
accounting year 2011 (Thousands of euros) Balance at Reclassific. Translation Balance at Additions Decreases 31/12/2010 and transfers effect 31/12/2011 Government grants 154,228 10,271 (24,320) (75,189) 217 65,207 Other income 1,381 14,348 (94) (7,814) 0 7,821 TOTAL 155,609 24,619 (24,414) (83,003) 217 73,028
Noteworthy capital grants include the following:
• Group subsidiary S.C. Palma Manacor, S.A. had received a 37 million euro non-repayable grant from the Consell Insular de Mallorca, to be delivered in half-yearly instalments with the last being due in 2010. The Company had not yet collected 3,500 thousand euros pending at year-end 2010. At 31 December 2011, the Company had received the total amount provided through this non-repayable grant.
• In 2011, part of the balances of the grants and other income provided to the Company by the N6 Concession Ltd Group was reclassifed as a decrease in the value of the corresponding concession project, in light of the agreement with the Irish National Roads Authority.
The main item in 2010 was the increase in the capital grants, mainly to N6 Concession Ltd, as explained above. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 181
21. Provisions and contingent liabilities
21.1. Non-current provisions for contingencies and expenses
Movements in this heading in 2010 and 2011 were as follows: accounting year 2010 (Thousands of euros) Balance at Translation Balance at Additions Decreases 31/12/2009 effect 31/12/2010 Provision for pensions and similar obligations 9,371 2,315 (2,734) 0 8,952 Provisions for taxes 18,339 1,173 (2,855) 50 16,707 Other provisions 126,322 31,711 (60,070) 61 98,024 TOTAL 154,032 35,199 (65,659) 111 123,683 accounting year 2011 (Thousands of euros) Balance at Translation Balance at Additions Decreases 31/12/2010 effect 31/12/2011 Provision for pensions and similar obligations 8,952 3,295 (2,955) 0 9,292 Provisions for taxes 16,707 1,598 (4,090) 0 14,215 Other provisions 98,024 44,195 (8,894) (41) 133,284 TOTAL 123,683 49,088 (15,939) (41) 156,791
The amount of fnancial adjustments is not signifcant.
The details of the main non-current provisions by segment at year-end 2010 and 2011 were as follows: accounting year 2010 (Thousands of euros) Vallehermoso Valoriza Construction Other TOTAL Provision for pensions and similar obligations 0 8,601 0 351 8,952 Provision for taxes 4,832 1,625 8,976 1,274 16,707 Other provisions 55,000 25,124 4,493 13,407 98,024 TOTAL 59,832 35,350 13,469 15,032 123,683 accounting year 2011 (Thousands of euros) Vallehermoso Valoriza Construction Other TOTAL Provision for pensions and similar obligations 0 9,203 77 12 9,292 Provision for taxes 3,198 1,992 6,117 2,908 14,215 Other provisions 62,145 32,355 6,385 32,399 133,284 TOTAL 65,343 43,550 12,579 35,319 156,791
“Provisions for taxes” at 31 December 2010 and 2011 includes tax liabilities whose amount or due date is uncertain and regarding which an outflow of resources from the Group will probably be required to settle a liability arising from a present obligation. It includes a 4,093 thousand euro (6,258 thousand euros in 2010) provision recorded by Sacyr, S.A.U. against possible penalties from assessments raised by the tax authorities. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 182 ANNUAL REPORT 2011
“Other provisions” primarily relates to litigation and third-party claims arising from the activity of each segment. These provisions were based on the best estimates made at the reporting date. None of these provisions are material. Provisions were also taken against greenhouse gas emissions as the corresponding emission rights were consumed (Note 8). Emission rights are not amortised.
“Provision for pensions and similar obligations” includes pension commitments described below:
The subsidiary Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) has a defned beneft pension plan that meets its obligations to provide additional pension benefts beyond the Social Security entitlements of its employees, up to 100% of the remuneration each employee receives upon reaching retirement age, and to pay these amounts to surviving benefciaries in the event of an employee’s death. The Company meets all its retirement commitments through external pension funds, which at the reporting date for the year were measured in accordance with IAS 19.
The following valuation assumptions were used:
Assumptions at 31/12/10 Porcentaje Discount rate for liabilities 4.50% Future salary increases 3.75% Expected rate of return on assets 3.40% CPI 2.25% Social security full pension growth rate 1.75% Assumptions at 31/12/11 Porcentaje Discount rate for liabilities 4.20% Future salary increases 3.75% Expected rate of return on assets 3.40% CPI 2.25% Social security full pension growth rate 1.75% Strategic allocation of fund assets 31/12/10 Fixed income 75.00% European equities 3.00% Non-European equities 7.00% Euro zone property 15.00% TOTAL 100.00% Strategic distribution of fund assets 31/12/11 Fixed income 75.00% European equities 3.00% Non-European equities 7.00% Alternative investment 15.00% TOTAL 100.00%
The Company amortises actuarial gains or losses over the remaining working life of the employees concerned, currently 20 years, unless the unrecognised gain or loss at the end of the year exceeds 10% of the present value of plan assets or of the defned benefts obligations under the plan. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 183
The reconciliation between movements in 2010 and 2011 and the present value of plan assets and liabilities is as follows:
(Thousands of euros) 2011 2010 Plan liabilities Actuarial liabilities at 1 January 12,748 12,795 Service cost 664 690 Interest cost 574 594 Actuarial liability from plan improvements 0 0 Actuarial (gain)/loss 1,187 (503) Settlements 0 (828) Benefits paid (80) 0 Actuarial liabilities at 31 December 15,093 12,748 Plan assets Fair value of plan assets at 1 January 8,228 8,057 Expected return on plan assets 279 155 Actuarial gain/(loss) (167) (78) Contributions 1,955 923 Settlements 0 (828) Benefits paid by the Fund (80) 0 Fair value of plan assets at 31 December 10,215 8,229 Financial position at 31 December (Deficit) / surplus (4,878) (4,520) Consolidated statement of financial positions (provision) / asset (4,878) (4,520) Annual pension expense Service cost 664 690 Interest cost 574 594 Expected return on plan assets (280) (155) Annual pension expense 958 1,129 Reconciliation Consolidated statement of financial positions (provision) / asset at 1 January (4,520) (4,739) Annual pension expense (958) (1,129) Contributions 1,955 923 Actuarial (Gain)/loss (1,355) 425 Balance sheet (provision) / asset at 31 December (4,878) (4,520)
Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) is required to provide additional retirement, permanent disability and death benefts beyond the Social Security entitlements of Company employees who joined the Company before 1 January 1994. Because of the obligation to outsource pension commitments, the Company elected to take out life insurance contracts for both current and past employees.
At the reporting date the Company measured its pension commitments covered by insurance policies in accordance with IAS 19, based on the following assumptions: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 184 ANNUAL REPORT 2011
2011 2010 Assumptions on future policy renewals Percentage Percentage Mortality tables PER2000 NP PER2000 NP Future increase in pensionable salary 3.00% 3.25% Future increase in gross salary 3.00% 3.00% CPI and increases in Soc. Sec. bases and full pension 2.00% 2.50% Future assumptions on strategic provisions plan Percentage Percentage Interest rate 4.60% 3.33% Future increase in pensionable salary 3.00% 3.25% Future increase in gross salary 3.00% 3.00% CPI and increases in Soc. Sec. bases and full pension 2.00% 2.50% Pension increases 1.75% 1.75%
The present value of plan assets and liabilities is as follows:
(Thousands of euros) 2011 2010 Plan liabilities Present value of actuarial liability at January 1 Current employees with accrued insured benefits 2,923 2,992 Former employees in receipt of insured benefits 5,585 5,678 Total present value of actuarial liability at 1 January 8,508 8,670 Plan assets Fair value of plan assets at 1 January Current employees with accrued insured benefits 1,017 1,493 Former employees in receipt of insured benefits 5,191 5,047 Total fair value of plan assets at 1 January 6,208 6,540 Consolidated statement of financial positions (provision) / asset (2,301) (2,130) Plan liabilities Present value of actuarial liability at 31 December Current employees with accrued insured benefits 2,954 2,922 Former employees in receipt of insured benefits 5,312 5,585 Total present value of actuarial liability at 31 December 8,266 8,508 Plan assets Fair value of plan assets at 31 December Current employees with accrued insured benefits 1,255 1,016 Former employees in receipt of insured benefits 4,942 5,191 Total fair value of plan assets at December 31 6,197 6,207 Consolidated statement of financial positions (provision) / asset (2,069) (2,300) Reconciliation Consolidated statement of financial positions (provision) / asset at 1 January (2,301) (2,129) Annual pension expense (193) (201) Contributions 425 28 Consolidated statement of financial positions (provision) / asset at 31 December (2,069) (2,301)
Provisions have also been made for less signifcant pension and similar commitments of 2,345 thousand euros and 2,122 thousand euros at 31 December 2011 and 2010, respectively. These mainly consist of other provisions for employee commitments in 15 and 25 years assumed by Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 185
21.2. Current trade provisions
Movements in this heading in 2010 and 2011 were as follows: accounting year 2010 (Thousands of euros)
Balance at Translation Balance at Additions Decreases 31/12/2009 effect 31/12/2010 Trade provisions 154,926 64,200 (31,978) 0 187,148 accounting year 2011 (Thousands of euros) Balance at Translation Balance at Additions Decreases 31/12/2010 effect 31/12/2011 Trade provisions 187,148 92,022 (76,144) (19) 203,007
The breakdown of trade provisions by business area is as follows: accounting year 2010 (Thousands of euros) Property Construction Other TOTAL Trade provisions 24,169 125,497 37,482 187,148 TOTAL 24,169 125,497 37,482 187,148 accounting year 2011 (Thousands of euros) Property Construction Other TOTAL Trade provisions 0 108,018 94,989 203,007 TOTAL 0 108,018 94,989 203,007
The main trade provisions are in respect of:
• Vallehermoso (Property Development): The main provisions relate to estimated costs and liabilities that may be incurred in completing a development, including liabilities that may arise between completion and handover of the development units, and to risks stemming from the valuation of properties. One year after completion of a development the provisions are reversed. None of the provisions on individual developments is signifcant enough to require additional disclosure.
• Sacyr (Construction): The main provisions relate to estimated costs and liabilities arising from completion of projects or contracts, risks or estimated contingencies, the exact amount or payment date of which cannot yet be precisely determined. The general criterion for recognising these provisions is described in Note 3. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 186 ANNUAL REPORT 2011
21.3. Contingent liabilities
At 31 December 2010 and 2011 Group companies had provided guarantees of 1,982,492 thousand and 1,998,117 euros, respectively. The breakdown of guarantees provided in each segment is as follows:
accounting year 2010 (Thousands of euros) Financial guarantees Technical guarantees Spain Abroad Spain Abroad TOTAL Holding 30,735 64,001 53,319 236,056 384,111 Sacyr 90,826 499,430 519,595 356,651 1,466,502 Concessions 0 0 29,863 0 29,863 Valoriza 4,877 0 166,940 25,373 197,190 Vallehermoso 89,826 0 54,003 0 143,829 Testa 463,853 0 15,281 0 479,134 TOTAL 680,117 563,431 839,001 618,080 2,700,629
accounting year 2011 (Thousands of euros) Financial guarantees Technical guarantees Spain Abroad Spain Abroad TOTAL Holding 27,642 28,812 52,313 336,507 445,274 Sacyr 67,148 281,834 423,797 354,443 1,127,222 Concessions 0 0 136,576 26,950 163,526 Valoriza 14,684 0 159,122 30,172 203,978 Vallehermoso 43,251 0 34,132 0 77,383 Testa 470,662 0 7,048 0 477,710 TOTAL 623,387 310,646 812,988 748,072 2,495,093
In the Construction divisions (Sacyr Group and Somague Group), guarantees correspond to the normal liability in the construction business to execute and complete project contracts.
In the Concessions division, a distinction is drawn between technical guarantees (deposits for tender, construction and operation of toll motorways) and fnancial guarantees (bank guarantees).
The guarantees extended by the Valoriza Group largely correspond to project completion contracts.
In the Residential Development division (Vallehermoso Group), a distinction is drawn between:
• Technical guarantees, relating to the contracts for completion and sale of developments, land tenders and down payments from property buyers,
• Financial guarantees, which mainly relate to deferred payments for the acquisition of land lots, WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 187
• Collateral of 14,238 thousand euros and 38,954 thousand euros in 2011 and 2010, respectively. At the Parent company level, the technical guarantees posted abroad mainly relate to the tender to build the third set of locks on the Panama Canal.
Financial guarantees in the Rental Property business are mostly joint and several guarantees with other Group companies for credit lines, as well as guarantees presented primarily for bids and/or contracts awarded through public tender and technical guarantees required by public bodies on the completion of work.
“Other current assets” mainly comprises insurance policies against risks that are not recognised as proft or loss because of their due dates. In 2010 and 2011, the noteworthy changes were the balances contributed by Grupo Unidos por el Canal, S.A., which, in the course of its activities, took out insurance for guarantees posted against fulflment of its contractual obligations, machinery and other fnancial guarantees required under the terms of the tender for construction of the new locks on the Panama Canal extension by the Panama Canal Authority.
No liabilities other than those referred to the different sections of these Notes that would result in an outflow of resources for the Group are expected to arise.
22. Interest-bearing loans and borrowings.
The detail of the Group’s borrowings at 31 December 2010, by division and maturity, was as follows: accounting year 2010 (Thousands of euros) MATURITY Subsequent 2011 2012 2013 2014 2015 DEUDA TOTAL years Sacyr Vallehermoso, S.A. 780,794 100,075 6,120 0 3,000 0 889,989 Sacyr Group 126,713 25,163 10,665 5,505 3,520 1,173 172,739 Sacyr Concesiones Group 108,236 58,063 40,158 98,863 32,562 915,445 1,253,327 Valoriza Group 306,356 46,030 30,583 28,241 28,479 244,527 684,216 Grupo Vallehermoso (1) 51,612 35,014 75,854 161 718,974 470,777 1,352,392 Testa Group 132,875 107,224 709,325 519,305 71,161 1,128,643 2,668,533 Somague Group 118,748 52,663 7,089 411 4,001 12 182,924 SVPM (Repsol YPF) 5,085,443 0 0 0 0 0 5,085,443 TOTAL DEBT PAYABLE 6,710,777 424,232 879,794 652,486 861,697 2,760,577 12,289,563 Transaction costs to be distributed ------(47,025) TOTAL DEBT 6,710,777 424,232 879,794 652,486 861,697 2,760,577 12,242,538 ‘Figures include 68 million euros of accrued unpaid interest. ‘(1) In Vallehermoso’s figures, accounting classification by term differs substantially from the contractual maturities owing to the classification of debt associated with inventories as current debt.
In 2010 certain long-term mortgage loans were reclassifed to the short term (i.e., maturing in 2011) since they are used to fnance inventories. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 188 ANNUAL REPORT 2011
The details of the Group’s borrowings at 31 December 2011, by division and maturity, were as follows:
TERM CONTRACT
accounting year 2011 (Thousands of euros) Subsequent 2012 2013 2014 2015 2016 DEUDA TOTAL years Sacyr Vallehermoso, S.A. 251.058 8,854 185,833 25,256 308,144 0 779,145 - Interest-bearing loans 248.859 8,854 185,833 25,256 125,014 0 593,816 and borrowings -Bonds and other marketable 2.199 0 0 0 183,130 0 185,329 debt securities Sacyr Group 125.511 78,804 4,709 11,847 2,053 47,306 270,230
Sacyr Concesiones Group 88.588 44,867 208,593 45,269 54,454 1,054,858 1,496,629
Valoriza Group 225.160 37,876 35,529 27,288 30,194 211,616 567,663
Grupo Vallehermoso (1) 89.754 56,346 2,930 825,604 1,000 354,320 1,329,954
Testa Group 139.051 702,276 511,837 72,671 118,191 1,017,638 2,561,664
Somague Group 129.167 45,263 225 3,350 0 0 178,005
SVPM (Repsol YPF) 3.362 0 0 2,424,151 0 0 2,427,513
TOTAL DEBT PAYABLE 1.051.651 974,286 949,656 3,435,436 514,036 2,685,738 9,610,803
Transaction costs to be distributed ------(30,663)
TOTAL DEBT 1.051.651 974,286 949,656 3,435,436 514,036 2,685,738 9,580,140
Figures include 68 million euros of accrued unpaid interest. ‘(1) In Vallehermoso’s figures, accounting classification by term differs substantially from the contractual maturities owing to the classification of debt associated with inventories as current deb.
In 2011, as in 2010, part of Sacyr Vallehermoso Group’s debt maturing after 2012 but used to fnance inventories was reclassifed as current in accordance with accounting standards.
Gross Group debt at 31 December 2011 amounted to 9,580 million euros, down 21.8% on the year-end 2010 balance of 12,243 million euros. Most of this signifcant decline was due to Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U.’s partial repayment of the loan it received for the acquisition of Repsol YPF shares, through the disposal of 10% of the share capital, reducing its shareholding in Repsol to 10.01%. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 189
The following table presents a summary of the Group’s borrowings, according to the nature of those borrowings, at 31 December 2011:
DEC-11 (Millions of euros) Current average Date of next interest Interest rate review Amount interest rate rate review period Loan for Repsol acquisition 2,424 5.11% 23/07/12 6 months Torre Adriá loan 453 1.87% 27/03/12 1,3,6 months Other debt Credit facilities 610 4.50% As per facility 1,3,6,12 months Loans 405 4.75% As per loan 1,3,6,12 months Concession project finance 2,494 4.97% As per loan 1,3,6,12 months Mortgage loans and leasing 2,975 3.40% As per loan 1,3,6,12 months Bonds and other marketable debt securities 183 6.50% - Fixed Other and accrued unpaid interest 36 - - - TOTAL 9,580
The main characteristics of borrowings in each division at 31 December 2011 are as follows:
- Holding company: The Parent company’s debt includes the bond issue floated in April, consisting of 4,000 bonds for a combined notional amount of 200 million euros, intended for new European institutional investors. This has allowed the Company to enter the capital market, which is a new source of fnancing for it. The bonds are convertible into and exchangeable for ordinary shares of the issuer in fve years, with a maturity date of 1 May 2016, and the shares are to be paid with a 6.5% fxed annual nominal coupon on a quarterly basis. Also included is 257 million euros from banks loans related to Itínere and a shareholding held for sale, both of which will be eliminated when the asset is disposed of. The remainder is composed of working-capital loans and corporate loans at variable rates.
- Construction (Sacyr and Somague): Bank debt totals 448 million euros, which is used to fnance the working capital generated as a result of the lengthening of average collection periods. The fnancing is arranged through short-term credit lines and receivable discounting programmes, which are regularly rolled over in accordance with business needs. It also includes, to a lesser degree, structured fnancing of projects where payment is deferred (German payment and similar methods).
- Concessions (Sacyr Concesiones): Gross debt of 1,490 million euros. Ninety per cent of this debt falls due in 2014 or after, and 68% of it is hedged against interest-rate changes. It is used for project fnancing that is repaid with the cash flows generated by the concessions.
- Property (Testa Group): A gross bank debt of 2,541 million euros, 67% of which matures later than 2014. This fnancing is structured through loans backed by mortgage guarantees on the properties and by guarantees consisting of specifc assets. The debt is serviced with the cash flows from the property rentals, which is made possible by the buildings’ high level of occupancy. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 190 ANNUAL REPORT 2011
- Residential development (Vallehermoso Group): Gross debt of 1,330 million euros at 31 December 2011, a high percentage of which is contractually non-current although the debt associated with inventories is presented as current borrowings on the consolidated statement of fnancial position to match the natural cycle of these inventories. In quantitative terms, of the 990 million euros of debt recognised as current by the Vallehermoso Group, 928 million euros matures after 31 December 2012.
Most of this debt is composed of mortgage loans with an average maturity of 30 years starting at the signature date and with an initial grace period. The loans are repaid with the sale of the fnished products and the customer’s subsequent assumption of the mortgage loan.
- Services (Valoriza Group): Gross debt at Valoriza, the Group’s Services division, was 566 million euros at year-end 2011, 60% of which was non-current. Thirty-fve per cent is hedged against interest-rate fluctuations. Project fnancing represents 55% of the total debt acquired by the water- treatment, renewable-energy and environmental-services concession businesses, and is therefore serviced with the cash flows generated by the concessions. The rest was corporate debt used to fnance working capital requirements arising from the operation of its service agreements.
- Repsol YPF, S.A.: The special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. also owns the 122,208,433 shares representing 10.01% the share capital of Repsol YPF, S.A. after the disposal of the remaining 10% on 20 December 2011. This package of shares was sold for 2,572 million euros, with which the loan was partially repaid and the outstanding balance was reduced from 4,893 million euros to 2,447 million euros. The outstanding 2,447 million euros was refnanced on 22 December, and hence the initial syndicated loan was modifed and renewed and the maturity was extended to 31 January 2015. This investment in Repsol is recognised as a non- current asset. The Group´s signifcant percentage holding in Repsol makes it a core shareholder, and this is considered a long-term, strategic investment. The outstanding balance of this fnancing at year-end 2011 was 2,424 million euros following a partial early repayment, in the amount of 23 million euros, on 23 December.
This floating-rate renegotiated loan, made on market terms, bears interest at the Euribor rate, with a reset frequency of six months and an added margin of 350 basis points. The derivative instrument that was contracted as an initial hedging instrument (2006) matured on 21 December 2011, and no new instrument was arranged at year end. The fnal interest rate at 31 December 2011 stood at 4.53%. In 2010, in light of the effect of the hedge, the cost of fnancing stood at 4.57%.
In order to comply with the terms of the guarantee contract relative to the associated debt, the value to loan ratio must be above 150%. At 31 December 2011, the shares of Repsol, of Testa Inmuebles en Renta S.A., of Vallehermoso División Promoción S.A.U. and of Valoriza Gestión S.A.U. are pledged as a guarantee of the fulflment of said ratio. The market value of Repsol’s shares is determined according to their price on the stock market. At year-end 2011, the price of Repsol was 23.735 euros per share and its market capitalisation was therefore higher than the value of its associated loan but insuffcient to meet the required ratio. The additional pledge from the other assets places the ratio well above the required level, which enables the Group, as of 31 March 2012, to cancel the excess guarantees.
In addition to the pledges outlined above, other guarantees have been extended to the lending parties in the concessionaire project fnancing arrangements. These guarantees, typical in WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 191
such arrangements, entail pledging the shares of the concessionaire holding companies, their most signifcant current accounts and their most signifcant collection rights (insurance claims, contracts, etc.).
Mortgages are secured by claims on the underlying properties at Testa and on development inventories in the case of Vallehermoso. Working capital requirements are covered in the short term by credit lines and receivables discounting programmes.
Capital-intensive strategic investments made by the Group where returns are expected to be generated over the long term have their own project fnance. These investments, along with the non- recourse fnancing of concession projects, come under the Group’s long-term fnancing policy.
In 2010, borrowings, and their basic characteristics, were as follows:
DEC-11 (Millions of euros) Current average Date of next interest Interest rate review Amount interest rate rate review period Loan for Repsol acquisition 4,987 4.57% 25/01/11 1,3,6 months Torre Adriá loan 468 1.57% 27/03/11 1,3,6 months Other debt Credit facilities 637 3.26% As per facility 1,3,6,12 months Loans 681 3.16% As per loan 1,3,6,12 months Concession project finance 2,202 4.20% As per loan 1,3,6,12 months Mortgage loans and leasing 3,173 2.91% As per loan 1,3,6,12 months Other and accrued unpaid interest 95 TOTAL 12,243
The main characteristics of borrowings in each division at 31 December 2010 were as follows:
- Construction (Sacyr and Somague): Bank debt totalled 422 million euros and included structured fnancing of projects where payment was deferred (German payment method, etc.) and working capital facilities in the form of short-term credit lines and programmes for discounting receivables, which are typically rolled over as business needs dictate.
- Concessions (Sacyr Concesiones): Gross debt of 1,181 million euros, after proportionate deconsolidation of the debt attached to the four concessions sold to Eiser Infraestructuras: Intercambiador de Transportes de Moncloa, S.A.U., Intercambiador de Transportes de Plaza Elíptica, S.A.U., Autovía del Noroeste Concesionaria de CARM, S.A.U. and Autovía del Turia, Concesionaria de la Generalitat Valenciana, S.A. Of this, 91% consisted of debt due after 2011 related to project fnancing guaranteed with the cash flows generated by the concessions.
- Property (Testa Group): Gross bank debt of 2,639 million euros, 95% of which was due after 2011. The debt of the property management business is serviced with the cash flows generated from rentals thanks to the buildings’ high occupancy rates. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 192 ANNUAL REPORT 2011
- Residential development (Vallehermoso Group): Gross debt of 1,352 million euros at 31 December 2010, most of which is contractually non-current although the debt associated with inventories is presented as current borrowings on the consolidated statement of fnancial position to match the natural cycle of these inventories. The bulk of these borrowings are mortgage loans with an average maturity of 30 years and an initial grace period; they are repaid following the sale and subsequent assumption of the loan by the buyer when the deeds for the homes are executed.
On 5 August 2010, Sacyr Vallehermoso reached an agreement with Vallehermoso’s creditor banks and savings banks to defer repayment of 1,430 million euros by fve years, extendable to eight. The agreement also gave Vallehermoso additional liquidity to carry on its business and start new housing developments.
- Services (Valoriza Group): Gross debt at Valoriza, the Group’s Services division, was 683 million euros at year-end 2010, 55% of which was non-current. Half of this balance was project fnance funding its water-management, renewable-energy and environmental-service projects and concessions, serviced from the cash flow generated by the concessions themselves. The project pipeline in the Services division was more than 12,000 million euros at year-end. The rest of the debt was corporate debt used to fnance working capital requirements arising from the operation of its service agreements.
- Repsol YPF, S.A.: The Group also owns 20.01% of the share capital of Repsol YPF. This investment was made through the special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias S.L.U. The acquisition was fnanced with a 5,175 million euro syndicated loan initially falling due in a single repayment in December 2011. The original loan agreement provides for the possibility of extending this maturity, by mutual agreement, for one year, to December 2012, at which point the loan will be refnanced with long-term debt.
Surplus cash flow at the special purpose vehicle was used to make early repayments of 52 million euros in 2010 (75 million euros in 2009 and 61 million in prior years), reducing the outstanding balance to 4,987 million euros.
This floating-rate loan, made on market terms, bears interest at the Euribor rate, repriced at the frequency chosen by the lender, plus a margin. The derivative instrument used to hedge the interest rate on this loan reduced the impact of a potential increase in Euribor by two-thirds. Taking into account the effect of the hedge, the cost of this fnancing at 31 December 2010 and 2009 was 4.57% and 4.33%, respectively.
The shares in Repsol YPF S.A. were pledged as collateral for repayment of the loan and fulflment of other obligations. These included compliance with a value-to-loan ratio against the market value of Repsol shares based on their offcial trading price. Under the terms of its covenants on the debt, since 2008 the Group has pledged, in addition to Repsol YPF, S.A. shares, shares in Testa Inmuebles en Renta, S.A. and Vallehermoso División Promoción, S.A.U., whose market value is restated every six months. At 31 December 2010, the current value-to-loan ratio was well above the 115% threshold (even based on Repsol shares alone) stipulated in the loan agreement. Accordingly, at the date these consolidated fnancial statements were prepared, the share price of WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 193
Repsol YPF, S.A., would allow Sacyr Vallehermoso to cancel all the pledges of Testa Inmuebles en Renta, S.A. and Vallehermoso División Promoción, S.A.U. shares on simple request, leaving the Repsol shares which the debt was initially used to purchase as the only collateral. In this case, if the debt were called in early it could be repaid by selling the Repsol YPF, S.A. shares alone.
In addition to the pledges outlined above, certain guarantees had been extended to the lending parties in the concessionaire project fnancing arrangements. These guarantees, typical in such arrangements, entail pledging the shares of the concessionaire holding companies, their most signifcant current accounts and their most signifcant collection rights (insurance claims, contracts, etc.).
Mortgages are secured by claims on the underlying properties at Testa and on development inventories in the case of Vallehermoso. Working capital requirements are covered in the short term by credit lines and receivables discounting programmes.
Capital-intensive strategic investments made by the Group where returns are expected to be generated over the long term have their own project fnance. These investments, along with the non- recourse fnancing of concession projects, come under the Group’s long-term fnancing policy.
The Sacyr Vallehermoso Group has non-euro borrowings taken out by companies whose cash flows are also generated in foreign currency, thereby providing a natural hedge to exchange-rate risk. The breakdown at 31 December 2011 and 2010 is as follows:
(thousands of units) 2011 2010 Currency of 2011 foreign 2010 foreign Company Type of financing Thousands Thousands loan currency currency of euros of euros SGIS Leasing USD 10 8 51 38 Somague 10 8 51 38 Autopistas del Sol Proyect finance USD 82,704 63,815 79,065 59,154 Sacyr Costa Rica Pólizas de crédito USD 0 0 0 0 Costa Rica 82,704 63,815 79,065 59,154 Sacyr Concesiones Chile Proyect finance CLP 0 0 509,905 815 Sacyr Conc.Valle del Desierto Proyect finance CLP 77,744,988 115,472 52,823,630 84,430 Rutas del Desierto Proyect finance CLP 2,238,656 3,325 0 0 (Accesos a Iquique) Soc. Conc. Bio Bio Proyect finance CLP 4,881,953 7,251 0 0 (Concepción-Cabrero) Sacyr Operaciones y Servicios Proyect finance CLP 758,113 1,126 0 0 Sacyr Agua Santa Corporate loan CLP 750,034 1,114 0 0 Sacyr Chile Current credit CLP 5,699,988 8,466 0 0 Chile 92,073,733 136,754 53,333,534 85,245 Grupos Unidos por el Canal Current credit USD 43,200 33,333 0 0 Panamá 43,200 33,333 0 0 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 194 ANNUAL REPORT 2011
Maturity schedules for foreign currency-denominated borrowings outstanding at the Somague Group at year-end 2011 and 2010 are as follows:
(Thousands of euros) 2012 2013 2014 2015 Subsequent years Total 8 0 0 0 0 8 (Thousands of euros) 2011 2012 2013 2014 Subsequent years Total 2 14 8 2 12 38
Maturity schedules for foreign currency-denominated borrowings outstanding at the companies located in Costa Rica at year-end 2011 and 2010 are as follows:
(Thousands of euros) 2012 2013 2014 2015 Subsequent years Total 1,160 1,530 2,126 2,692 56,307 63,815
(Thousands of euros) 2011 2012 2013 2014 Subsequent years Total 0 1,033 1,471 1,971 54,679 59,154
Maturity schedules for foreign-currency-denominated borrowings of the companies operating in Chile in 2011 and 2010 are as follows
(Thousands of euros) MATURITY 2012 2013 2014 2015 Subsequent years Total 3,591 9,225 393 8,897 114,648 136,754
(Thousands of euros) 2011 2012 2013 2014 Subsequent years Total 815 136 340 393 83,561 85,245
And, lastly, of the company named Grupo Unidos por el Canal, located in Panama:
(Thousands of euros) MATURITY 2012 2013 2014 2015 Subsequent years Total 33,333 0 0 0 0 33,333 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 195
The accounting entry of interest-bearing borrowings and loans and debt securities is made at amortised cost, which, unless more reliable evidence is provided, is equivalent to fair value; therefore, there are no signifcant differences between the fair value and the carrying amount of the Sacyr Vallehermoso Group’s fnancial assets and liabilities.
Most of the Group companies’ floating-rate fnancing arrangements are benchmarked to Euribor, as are any related hedges. Reset frequencies vary depending on the terms of the fnancing arrangements, with rates on the shortest-dated borrowings reset every one to three months (working capital facilities), while project fnancing resets every six months as a general rule. In any case, interest rates on long-term fnancial liabilities are reviewed regularly, at intervals of less than a year.
The Euribor’s upturn in 2011 raised the average interest rate on Group debt by 55 basis points at 31 December, to 4.36 %, adding around 14% to the average interest rate at 31 December 2010, 3.81%.
23. Non-current trade and other payables
The breakdown of “Payables” in 2010 and 2011 was as follows:
(Thousands of euros) 2011 2010
Bills of exchange payable 3,044 1,828
Other payables 400,937 368,298
Guarantees and deposits received 36,081 28,832
TOTAL 440,062 398,958
“Other payables” mainly comprises payables to suppliers of property, plant and equipment on which payment does not fall due for more than a year. The most signifcant the payables are in construction and, in particular, at Sacyr S.A.U. and at Grupo Unidos por el Canal, S.A., which is building the third set of locks for the Panama Canal.
The balances include an implied interest rate, and there is considered to be no signifcant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 196 ANNUAL REPORT 2011
24. Derivative financial instruments
In the course of its fnancing operations Sacyr Vallehermoso Group does not use fnancial instruments that expose it to negative market contingencies that could undermine its equity.
Only where the risk so warrants, generally against long-term variable rate loans, will the Group use derivatives, which in all cases meet the criteria for effective hedging relationships. It avoids taking speculative positions in domestic and international fnancial markets.
The Group seeks to adapt fnancial liabilities to the best market conditions, and thus occasionally refnances certain liabilities. When a liability or its underlying is renegotiated, the derivative fnancial instrument used to hedge the related cash flow risk is adapted accordingly.
Derivatives contracted by the Group hedge exposure to changes in cash flows from its fnancing operations and therefore qualify as effcient cash flow hedges under IAS 39. Their purpose is to reduce the risk from interest-rate fluctuations and the resulting impact on cash flows associated with the fnancing being hedged, specifcally, risks stemming from an increase in the cost of debt following a rise in benchmark interest rates. This allows the Group to set the cost of the transaction.
In the overwhelming majority of cases, variable fnancing rates are swapped to fxed rates using interest rate swaps (IRS) or by contracting collars, which set floor and ceiling rates, allowing the Group to transform its variable-rate fnancing into fxed-rate fnancing for the amount hedged. The hedge is only partial since the notional underlying the derivative is lower than the principal amount of the fnancing.
The main fnancing lines hedged and the instruments used to hedge them at year-end 2011 were as follows:
(Thousands of euros) HEDGED ITEM HEDGE Benchmark Fixed rate Benchmark Principal Nature Notional rate payable rate payable hedged (average)
Rental property (Testa) 233,485 euribor IRS+ cap 172,340 euribor 3.97%
Loan to finance concession and other projects 1,594,084 1,301,494
Services (Utiliities) 241,069 euribor IRS+collar 197,177 euribor 4.42%
Infrastructure (Motorways, Hospitals, transport hubs) 1,353,015 euribor IRS 1,104,317 euribor 3.62%
TOTAL 1,827,569 1,473,833 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 197
In 2010 the main fnancing lines hedged were as follows:
(Thousands of euros) HEDGED ITEM HEDGE Benchmark Benchmark Fixed rate Principal rate Nature Notional rate payable payable hedged (average) Loan for acquisition of shares in Repsol 4,986,850 euribor IRS 3,415,500 euribor 4.37%
Rental property (Testa) 245,993 euribor IRS 181,320 euribor 3.97%
Loan to finance concession and other projects 1,425,986 1,076,309
Services (Utiliities) 258,899 euribor IRS+collar 205,109 euribor 4.21%
Infrastructure (Motorways, Hospitals, transport hubs) 1,121,298 euribor IRS 860,177 euribor 4.42%
Construction (Sacyr, Somague) 45,789 euribor IRS 11,023 euribor 3.90%
TOTAL 6,658,829 4,673,129
The changes in the notional amounts of derivative fnancial instruments at 31 December 2010 and 2011 were as follows:
(Thousands of euros) CHANGE 2010 Notional amounts Change in existing Notional amounts New hedges 31-12-09 hedges at 31/12/09 31-12-10 Loan for acquisition of shares in Repsol 3,415,500 0 0 3,415,500
Loan for acquisition of Torre Adriá 467,500 (467,500) 0 0
Mortgage loans (Testa) 80,000 (80,000) 40,320 40,320
Property leases (Testa) 148,000 (7,000) 0 141,000
Loan to finance concession projects 171,812 23,441 9,856 205,109
Loans to finance infrastructure projects 950,950 (158,506) 78,756 871,200
TOTAL 5,233,762 (689,565) 128,932 4,673,129
(Thousands of euros) CHANGE 2011 Notional amounts Change in existing Notional amounts New hedges 31-12-10 hedges at 31-12-10 31-12-11 Loan for acquisition of shares in Repsol 3,415,500 (3,415,500) 0 0
Loan for acquisition of Torre Adriá 0 0 0 0
Mortgage loans (Testa) 181,320 (8,980) 0 172,340
Loan to finance concession projects 205,109 (7,932) 0 197,177
Loans to finance infrastructure projects 871,200 108,606 124,511 1,104,317
TOTAL 4,673,129 (3,323,806) 124,511 1,473,833 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 198 ANNUAL REPORT 2011
The market value of the derivatives contracted by the Group, and which is recognised at 31 December 2011, entails a net liability of 258.3 million euros. Balances at year-end 2010 and 2011, and movements in fnancial assets and liability instruments, both hedging and speculative, were as follows:
(Thousands of euros) 31/12/09 Movement 31/12/10 Movement 31/12/11 0 0 Hedging instruments (322,442) 54,103 (268,339) 9,958 (258,381) Speculative instruments (268) 164 (104) 181 77 (322,710) 54,267 (268,443) 10,139 (258,304)
Financial assets 391 (391) 0 77 77 Financial liabilities (323,101) 54,658 (268,443) 10,062 (258,381) (322,710) 54,267 (268,443) 10,139 (258,304)
These valuations of hedging instruments include the instruments’ market value. As a result of the degree of ineffciency of several derivatives recognised as hedges, the valuation yet to be recognised in proft is 248.2 million euros.
The derivatives, most of which are plain vanilla IRSs, are valuated at present value calculated for all settlements set forth in the contracted timetable of notional amounts and according to the expected interest-rate curve (zero-coupon curve screen ICAPEURO) for the fxing and settlement periods.
At 31 December 2011, the technique used was the same as that used at 31 December 2010. In the case of options, the percentage of which at the Group is insignifcant, intrinsic value is separated from time value, the latter of which is affected by volatilities and which has a direct impact on results.
Changes in the fair value of derivative fnancial instruments may exert additional volatility on results, owing to non-compensation because of the hedging against variations in the underlying. To limit this risk, and in light of the requirements under IAS 39, the Group has conducted prospective and retrospective effectiveness tests on instruments designated as hedges when they were initially contracted.
The numeric measurement of effectiveness will indicate the degree to which the changes of value of the hedging instrument offset the changes in the value of the hedged risk.
In accordance with the degree of effectiveness, the valuation of hedges will be recognised in equity to the extent that they are effective, and the ineffective portion will be recognised in proft for the year. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 199
With fnancing in which the underlying loan and the designated instrument contain identical critical characteristics, variance reduction analyses have been conducted comparing the cumulative variance of the hedged instrument with the variance in the hedge relationship. For each rate- renewal date, steps will be taken to ensure that the IRS notional amount does not exceed the outstanding principal on the loan. If the notional amount does exceed the outstanding principal, the hedge must be considered ineffective owing to overhedging. The variations in the cash values of the hedged instrument and of the hedging instrument will be calculated on each rate-renewal date.
• Effective hedge: when the ratio of the performance of the hedging instrument and the underlying is between 80% and 125%. In these instances, the derivatives are recognised in equity.
• Ineffective hedge: the derivatives are recognised the year’s proft.
When it is understood that a derivative may pose diffculties because its characteristics include terms that, a priori, cause a certain degree of ineffectiveness, such as step-up in the fxed rate, a mismatch in periods, Euribor benchmark or overhedging, the hypothetical derivative is formulated in accordance with the characteristics of the hedged item. In addition, the change in its valuation is contrasted with the change in the valuation of the actual derivative. Both data series undergo a regression analysis below, and statistics accepted in the standard are obtained. First, the R2 correlation coeffcient, which measures the degree of adjustment of the two variables and which should be between 80% and 100%; second, the slope of the regression line, which should be between 0.8 and 1.25. If the hedge is not 100% effective but it is between the limits, it may be considered to be a hedge under IAS 39, but the degree of ineffectiveness produced directly on proft or loss for the year must be recognised.
The notional amount of derivative contracts entered into relates to the amount on which future settlement of the derivative is based and does not represent a risk assumed by the Group.
The amount corresponding to cash flow hedges was recognised in proft and loss in 2011 and 2010.
Given below is the net balance of the asset and liability derivatives entered into by the Group at year-end 2011 and 2010, the valuation yet to be recognised in proft or loss, that is, the total valuation minus the portion thereof considered ineffective that has been charged to proft or loss for the year, and a breakdown by maturity of the notional amounts: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 200 ANNUAL REPORT 2011
TIMETABLE OF MATURITY OF THE NOTIONAL AMOUNTS AND OF THE PART OF THE VALUATION NOT YET RECOGNISED IN INCOME 2010 (Thousands of euros) Notional Subsequent DERIVATIVES Valuation Notionals 2011 2012 2013 2014 2015 years Interest rate hedges Cash flow hedges (268,339) 4,670,913 (3,388,415) (263,486) (67,955) (75,474) (93,160) (782,423) Derivatives not designated as (104) 2,216 (97) (2,119) 0 0 0 0 hedges Interest rate derivatives * Positive amounts imply increases in notional amounts, while negative amounts relate to redemptions.
2011 (Thousands of euros) Notional Subsequent DERIVATIVES Valuation Notionals 2012 2013 2014 2015 2016 years Interest rate hedges Cash flow hedges (248,228) 1,473,833 (290,655) (79,583) (85,397) (73,295) (115,797) (829,107) Derivatives not designated as 0 0 0 0 0 0 0 0 hedges Interest rate derivatives ‘* Positive amounts imply increases in notional amounts, while negative amounts relate to redemptions. ‘(1) The total valuation of derivative financial instruments accounted for as hedges stands at 258,381 thousands of euros, of which 17,086 thousand euros is current. As a result of the partial ineffectiveness of several hedges at year-end 2011, 248,228 thousands of euros is not yet accounted for in income. Of this amount, 16,148 thousand euros will be recognised as current in 2012.
The valuations yet to be recognised in proft or loss are given below. In 2010, recognition of the total valuation was pending, whereas in 2011, as indicated above, a portion equivalent to 10,076 thousand euros has now been included in the year’s proft, which leaves 248,228 thousand euros pending:
(Thousands of euros) 2010 2011 (130,089) 2012 (46,846) 2013 (21,754) 2014 (15,428) 2015 (9,347) 2016 and subsequent years (44,979) TOTAL (268,443)
(Thousands of euros) 2011 2012 (16,148) 2013 (63,959) 2014 (39,862) 2015 (31,487) 2016 (24,102) 2017 and subsequent years (72,670) TOTAL (248,228) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 201
For fnancial instruments measured at fair value, the Group uses the following three-level hierarchy, based on the reliability of the variables used to carry out the measurements:
• Level 1: trading price (unadjusted) on active markets for identifed assets and liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
• Level 3: variables that are not based on observable market data (non-observable variables).
2010 (Thousands of euros) Level 1 Level 2 Level 3 Financial assets at fair value 0 0 333,894 0 0 333,894 Financial liabilities at fair value Hedging derivatives 0 268,443 0 Trading derivatives 0 0 0 0 268,443 0
2011 (Thousands of euros) Level 1 Level 2 Level 3 Financial assets at fair value 0 77 324,809 0 77 324,809 Financial liabilities at fair value Hedging derivatives 0 258,381 0 Trading derivatives 0 0 0 0 258,381 0
In 2010 and 2011, fnancial assets at fair value mainly consisted of the Group’s remaining interest in Itínere Infrastructuras, S.A., as is indicated in Note 4.1.
In 2010 and 2011, there were no signifcant transfers between levels in the fair-value hierarchy. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 202 ANNUAL REPORT 2011
25. Trade and other payables
The breakdown of “Trade and other payables” in 2010 and 2011 is as follows:
(Thousands of euros) 2011 2010 Advances received on orders 507,940 513,972 Certified work pending execution 347,187 259,294 Trade payables 1,451,700 1,486,701 Bills of exchange payable 504,045 680,338 SUPPLIERS 2,810,872 2,940,305 Bills of exchange payable 1,925 1,690 Other payables 278,941 363,914 Current guarantees and deposits 867 927 OTHER PAYABLES 281,733 366,531 PAYABLE TO EMPLOYEES 26,040 25,821 CURRENT TAX LIABILITIES 178,934 256,965 INCOME TAX PAYABLE 7,375 2,795 TOTAL 3,304,954 3,592,417
“Trade payables” mainly relates to balances from the Construction and Services divisions, which contributed 859,615 thousand euros and 167,306 thousand euros in 2011, respectively (889,246 thousand euros and 192,187 thousand euros in 2010). Of the construction balance at 31 December 2011 and 2010, 399,965 thousand euros and 453,316 thousand euros, respectively, was owed by Sacyr, S.A.U. and was accrued in the normal course of its business.
“Other tax liabilities” at 31 December 2011 and 2010 related mainly to VAT owed by the Group.
25.1 Disclosures on late payments to third parties: Third additional provision “Disclosure requirements of Law 15/2010 of 5 July”
In 2010, payables to suppliers included no signifcant amounts that exceeded the maximum permitted payment terms under Law 15/2010 amending the Law on measures to combat late payments.
The breakdown at 31 December 2011 was as follows:
(Thousands of euros) PAYMENTS MADE DURING THE YEAR Weighted Average Late payments, at the TOTAL PAYMENTS By legal Payment Period reporting date, after Other MADE DURING THE deadline Exceeded (AVPP) (day) the legal limit YEAR Sacyr Vallehermoso Group 1,302,697 145,424 1,448,121 121 8,266 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 203
26. Risk management policy
Financial risk management policy and the instruments contracted to implement the policies are in large part determined by specifc legislation and standards governing the sectors in which the Group operates and by the circumstances prevailing on the fnancial markets.
Sacyr Vallehermoso Group is exposed to a series of risks, which are analysed either as a whole or individually for each of the Group’s business areas depending on the nature of the risk.
26.1. Credit risk
Credit risk is the risk that a counterparty could breach its contractual obligations, causing fnancial losses for the other party to the agreement.
Before entering into a contract, the Group always carries out a credit check which includes a solvency analysis. During the life of its contracts it monitors its receivables on an ongoing basis, reviewing recoverable amounts and recognising impairments as required.
Customer concentration risk is mitigated by the Group’s diverse customer base, 66% of which is backed by public sector bodies (central government, regional and local governments, and public sector companies), as explained in Note 17.
The breakdown of credit risk by business area is as follows:
• Rental property: credit risk from the Group’s ordinary operations is virtually zero or immaterial, mainly because leases with tenants or other lessees require rents to be paid in advance and stipulate legal fnancial and other guarantees on signing and renewing the rental agreements, which cover the Company against defaults.
Average collection periods (in days) for customers for sales and services rendered, based on the statements of fnancial period at the reporting date 2011 and 2010, were as follows:
(Thousands of euros) 2011 2010 Trade receivables (net of VAT) 9,099 8,645 Revenue 250,902 249,911 Average collection period (in days) 13 13
Credit risk is further mitigated by the diverse range of products in which the Group invests, giving it a wide range of customer types.
• Concessions: Credit risk is modest as revenues are largely derived from national, regional and local tiers of government in Spain and other countries where the Group operates (see Note 17). These administrative authorities have been settling their debts on a regular basis. Average WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 204 ANNUAL REPORT 2011
collection periods have been lengthening recently, giving rise to increased working capital requirements, although these receivables are acknowledged and covered by the contractual relationship enshrined in the various service and concession agreements. In transport infrastructure, road tolls are paid in cash eliminating credit risk on a large part of the division’s revenue.
At the year end, no signifcant fnancial assets were in default or impaired. Nor had any guarantees been accepted against payment.
• Services: Credit risk in the Services division is analysed individually for the Group’s different businesses. The different types of service customer are detailed in Note 17. Valoriza (Services) has four core businesses.
Energy
Within the Valoriza Energía Group, credit risk is virtually nil, given that since the publication of Royal Decree 661/2007 in the Offcial State Gazette (B.O.E.) of 25 May 2007, all energy companies must sell energy at the market price established by this decree. The selling price is guaranteed by the Royal Decree for 25 years.
The main customers in this business are the electricity market operator OMEL and CNE. Both OMEL and CNE are public organisations in charge of overseeing the sale of electricity in Spain.
Environment
Credit risk can be considered minimal as the counterparties for the Group’s receivables break down as follows:
- Public sector customers:: 81.06% (80.4% in 2010) - Group companies: 17.60% (17.8% in 2010) - Private customers: 1.34 % (1.8% in 2010)
Nearly 90% of public sector customers are city councils, with the central or regional government making up the remainder. Credit risk is practically nil. This is because, although public sector customers are not always prompt in meeting contractual payment conditions and delays do occur, public administrations are not insolvent. In addition, any delays or defaults are compensated with late-payment interest calculated in accordance with the law governing public administration contracts (Ley de Contratos con las Administraciones Públicas).
Naturally, the balance corresponding to Group companies (temporary joint ventures, investees, and other companies of the SyV Group) poses no risk.
Private customers with payables aged over six months do not post major problems of insolvency, as credit reports are required before most contracts are signed. At the end of each year, provisions for doubtful debts are recorded for private customer balances aged over six months. Balances in recent years have not been particularly signifcant. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 205
Water
A total of 44% of customers in the water distribution business are public, while 66% are private.
All public customers are either Spanish central administration or regional administration entities. Credit risk is practically nil and any delays or defaults are compensated with late-payment interest under the law governing public administration contracts.
Provisions are recorded at year-end for payables of private customers aged over six months. Other private customers do not show any major problems of insolvency, as credit reports are required before most contracts are signed. Balances in recent years have not been particularly signifcant.
The drinking water distribution business is exposed to specifc credit risk, as supply is associated with the ability to collection payment on bills. Experience in this business indicates a default rate of below 2% (the same as in 2010).
Multi-services
Valoriza Facilities’ credit risk is minimal given that 61% of average balances payable to the Company are from the public sector customers, 25% from Group customers and associates and 14% from private customers. The Company’s structure will continue to emphasize a larger percentage of public sector customers in its client base. In the private sector, tougher contracting conditions and proactive collection management leave a minimal level of risk.
At Valoriza Conservation de Infraestructuras, collection rights are largely guaranteed due to the nature of the debtor, given that Public institutions and the central and local governments represent 35% of the total, with Group companies making up the remaining 65%.
The credit risk at Cafestore is low, as payments are received in cash at the time of the sale or provision of the service.
• Construction: credit risk in the Construction division is analysed for each type of customer (see Note 17):
- Public sector with good credit ratings: public institutions, regional governments and local councils. Average collection periods have been lengthening recently, giving rise to increased working capital requirements, although these receivables are acknowledged and covered by the contractual relationship enshrined in the various service and concession agreements.
- Private customers: To mitigate risks of default, the Group carries out risk management procedures before awarding contracts based on studies of customer solvency. The fnancial and legal departments continuously monitor this risk throughout project execution in order to control collections; the average collection period is 57 days.
At the year end, no signifcant fnancial assets were in default or impaired. Nor had any guarantees been accepted against payment. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 206 ANNUAL REPORT 2011
• Residential development: The residential development business has suffered the most from the decline in demand, but this does not make it the most exposed to credit risk.
To mitigate credit risk in the development business, the Group looks at the breakdown of the companies’ revenue by business and customer type.
Revenue for this division in 2011 breaks down as follows:
- Sale of housing units: 95.5% (2010: 65%) - Sale of land and provision of services: 4.5% (2010: 35%)
An analysis of credit risks requires understanding the mechanics of the home selling process. The customer pays between 10% and 20% of the price before delivery, and upon delivery, the customer pays the remainder in cash and assumes the mortgage loan. Consequently, these sales entail no credit risk.
With land sales, the Group generally collects payment up front in cash or through guaranteed bills. In most cases, collections on fnanced sales are guaranteed through guaranteed promissory notes or with cancellation clauses whereby the land is recovered in the event of default. Consequently, when collection is in doubt, the operating margin is provisioned if there is an assurance that the land will be recovered, and if not, the entire amount is provisioned. Atypical sales conditions must be approved by senior management.
In addition, on 10 March 2012 Royal Decree-Law 7/2012 was published, creating the Fund to Finance Payments to Suppliers. This law regulates the conditions for carrying out operations to meet to outstanding obligations of local entities and of regional administration entities that have resorted to the special fnancing mechanism for the payment of suppliers. This will allow the Group to collect various payments that had been postponed by different public entities.
26.2. Liquidity risk
The Group draws up annual cash budgets and monthly forecasts (with breakdowns and daily updates) to manage its liquidity risk and meet its funding needs. Liquidity risk derives from net working capital requirements, from investments based on business plans that require additional fnancing and from refnancing of short-term borrowings. However, all these risks are mitigated by the following factors: (i) the recurrent cash flow generation by the Group’s core businesses; (ii) new fnancing obtained on the basis of long-term business plans and the quality of the Group’s assets; and (iii) the Group’s ability to sell assets.
Liquidity risk in each of Sacyr Vallehermoso’s business areas is as follows:
• Rental property: Given the sector in which the Testa Group operates, the investments that it makes, the fnancing that it obtains to make these investments, the Ebitda it generates and the occupancy rates of its buildings, liquidity risk is virtually nil and in some cases the Group is cash- WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 207
positive. Short-term cash surpluses are invested in highly-liquid and risk-free deposits. The Group is not considering the option of acquiring equity options or futures or any other high-risk deposit as a means of investing its short-term cash surpluses.
Investments in buildings are partly fnanced using resources generated by the Group and partly through non-current loans (7-15 years). These investments generate suffcient cash flow to meet operating costs, service debt (payment of interest and principal), pay the Group’s overheads and remunerate equity.
The ratio of net debt to the fair value of assets in 2011 and 2010 was as follows:
(Thousands of euros) 2011 2010
FINANCIAL DEBT 2,540,584 2,639,298
FINANCIAL LIABILITIES 13,822 9,172
CURRENT FINANCIAL ASSETS (1,546) (1,310)
CASH AND CASH EQUIVALENTS (126,830) (213,743)
NET FINANCIAL DEBT 2,426,030 2,433,417
ASSET VALUATION 4,073,175 4,105,032
LOAN TO VALUE 59.56% 59.28%
The change in the loan-to-value ratio was mainly due to the increase in cash and equivalents, which more than offset the decline in the value of Group assets.
The average total occupancy rate for all buildings in 2011 and 2010, in terms of the number of square metres occupied, was 95.5% and 98.0%, respectively. In terms of revenue generation, it was 98.4% and 97.6%.
• Concessions: Liquidity risk is low at the concessionaires that make up Sacyr Concesiones, due to the nature and characteristics of the businesses’ collections and payments structure, Ebitda, project fnancing, toll systems and clearly defned, systematic investment upgrade programmes. Consequently, the concessionaires do not require credit facilities. Nevertheless, the Parent company of the Sacyr Concesiones Group has assigned working capital credit facilities to cover possible timing differences causing gaps in cash flow at its subsidiaries and to meet any unexpected demands for capital for projects underway or in newly awarded concessions.
The fnancing structure, fnancing products, hedging arrangements, guarantees and the most appropriate fnancing instruments are selected on the basis of the nature and extent of the risks inherent to each project, with a view to eliminating or mitigating the risks to the extent possible, without losing sight of the risk/reward trade-off. Financing tends to take the form of structured project fnancing where the lender assumes substantially all the transaction risks in exchange for the receipt of guarantees, so that the fnancing is non-recourse to the developers and shareholders.
Note 22 provides a detailed breakdown of the maturities of the liabilities with lending institutions. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 208 ANNUAL REPORT 2011
• Services: liquidity risk in services is analysed individually for the Group’s different businesses.
Energy
The fnancing structure, fnancing products, hedging arrangements, guarantees and the most appropriate fnancing instruments are selected on the basis of the nature and extent of the risks inherent to each project, with a view to eliminating or mitigating the risks to the extent possible, without losing sight of the risk/reward trade-off. Financing tends to take the form of structured project fnancing where the lender assumes substantially all the transaction risks in exchange for the receipt of guarantees, so that the fnancing is non-recourse to the developers and shareholders.
Environment
The Company’s business requires hefty investment at the beginning of the concessions, including in machinery, containers, treatment plants, purifers and other items of property, plant and equipment. These investments are recovered over the concession period in accordance with repayments and fnancing, at interest rates that are considerably above the Company’s cost of capital.
To fnance these investments, the Group structures debt so as to allow the project to fnance the initial requirements, through project fnancing for the contracts entailing the largest investments or by lease lines to fnance the acquisition of machinery and equipment, which are paid with the cash generated by the project.
Ebitda of the businesses ensures that liquidity risk is low, as the various projects are fnanced with the cash flow they generate.
Regarding working capital, public sector clients are legally solvent, even though they may on occasion be very slow to pay generating short-term cash requirements. To meet these needs, the Company has its own credit lines, currently 36% drawn down (92% in 2010). Credit terms offered to customers can be traded via factoring lines or by discounting construction certifcates. In the event that a risk were to arise because the Company was unable to secure suffcient credit lines, it could trade the certifcates and use with-recourse factoring lines already contracted.
In addition, the business has the fnancial backing of its controlling shareholder in order to deal with any liquidity risk that might arise.
Water
The Group estimates that there is no liquidity risk in this business as investments are fnanced with the cash flow generated by projects.
Multi-services
The multi-services business has suffcient credit facilities to meet its payment obligations. It can also resort to debt factoring as most of its contracts are with public entities. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 209
Valoriza Conservación e Infraestructuras has not had any problems in raising fnancing.
Cafestore has no liquidity risk as it has bank loans and receives fnancing from the Sacyr Vallehermoso Group.
• Construction: The Group has adequate liquidity to cover its forecast short-term obligations by arranging credit facilities with banks and short-term fnancial investments. Nevertheless, particularly as a result of current market volatility, lenders are being affected by liquidity tensions, which occasionally affects the renewal of loans. Details of the credit facilities arranged, by amounts drawn down and undrawn at year end, are given in the corresponding note to the fnancial statements.
Short-term cash surpluses are occasionally invested in highly liquid short-term risk-free deposits, provided this is in line with the best fnancial management practice. The Group is not considering the option of acquiring equity options or futures or any other high-risk deposit as a means of investing its short-term cash surpluses.
• Residential development: To mitigate liquidity risk in the development business, the Group analyses the fnancing structure.
Land purchases are fnanced through bilateral loans with corporate guarantees. As agreed with the fnancial institutions, these loans become mortgage loans when the building permit is obtained. This takes place prior to commencement of development of the homes, i.e., before the investment is made.
In view of the tightening of credit conditions for residential development, maturities of bilateral facilities backed by corporate guarantees are being renewed through mortgage loans secured by the land being fnanced.
The mortgage loans cover the entire investment. The frst drawdown pays off the bilateral loan, with the lender reallocating the funds to the long-term fnancing of the development, which takes place in two stages.
The mortgage loans granted to the developer are not repaid with the cash flow generated in the business, but rather upon sale of the property via assumption of the loans by the buyer. Therefore, the debt/Ebitda ratio is not applicable to this business.
To reduce liquidity risk, the Group has tightened its criteria and requires stricter pre-contract levels before undertaking new developments.
On 5 August 2010, the Group successfully refnanced its debt, reaching bilateral agreements with its banks and savings banks, freezing debt service and principal payments in exchange for the provision of additional collateral to the lenders, and resetting applicable interest rates to prevailing market rates. The amount of debt refnanced under these agreements totalled 1,430 million euros, of which 1,173 million euros had been drawn down and had not been repaid at 31 December 2011 (1,206 million euros at year-end 2010). Generally speaking, the agreements reached push back the term of the debt associated with fnished housing by fve years. The maturities on the remaining debt have been moved back by fve years, extendable to eight. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 210 ANNUAL REPORT 2011
In addition, under the framework of the refnancing agreement, in 2010 the Group raised a further 219 million euros, giving it suffcient liquidity to fund the division’s operating requirements and all projects in progress for the next fve years.
In addition, the Division has the express fnancial backing of its sole shareholder, Sacyr Vallehermoso, S.A. At the date of authorisation for issue of these consolidated fnancial statements and on the basis of the 2011 cash flow projections, the Division will be able to fully meet its commitments with suppliers, employees and public administrations.
26.3. Market risk
Interest rate risk: To ensure a balanced fnancing structure and reduce the exposure of its businesses to the risk of interest-rate fluctuations, the Group needs to have a reasonable balance between loans that have variable rates and loans that have fxed rates, either because they are inherently fxed-rate loans or because they are insured with derivative fnancial instrument.
The underlying borrowings that require the greatest degree of hedging against interest-rate fluctuations are project fnancing loans and those associated with specifc assets, because of their greater exposure to risk, the longer terms involved and the strong correlation with the cash flows from the investments that have been made.
As the timing and terms of these derivatives are designed to match the features of the underlying borrowings, their maturity is the same or slightly earlier than that of the debt they hedge, and the outstanding notional underlying is equal to or slightly lower than the outstanding principal hedged.
Of Sacyr Vallehermoso Group’s interest-bearing borrowings, 16.7% is referenced to a fxed rate (39.5 % in 2010). The inclusion of the bond issue floated in April 2011, at an annual nominal fxed rate of 6.50%, raises to 18.32% the total borrowings at a fxed or hedged rate (39.54% in 2010).
The structure of Group borrowings at 31 December 2011 and 31 December 2010, with a distinction being drawn between fxed-rate and hedged-rate borrowings--and taking into consideration hedging arrangements--as well as floating-rate borrowings, is as follows:
(Thousands of euros) 2011 2010 Amount % Amount % Fixed-rate or hedged borrowings 1,755,025 18.32% 4,841,184 39.54% Floating-rate debt 7,825,116 81.68% 7,401,354 60.46% TOTAL 9,580,141 100.00% 12,242,538 100.00%
Interest-rate risk has been mitigated, almost exclusively by the use of derivative fnancial instruments, 98% of which are interest rate swaps (IRSs). The Group’s portfolio also includes CAPs and collars, although the percentage is negligible.
The percentage of the Group’s borrowings at a fxed rate dropped signifcantly because the derivative fnancial instrument that served to hedge the loan associated with the shareholding in WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 211
Repsol YPF fell due on the December 2011, and because no new hedge was taken out on the loan, which was renegotiated and extended.
The generic benchmark interest rate for variable-rate loans is the Euribor. About 20% of a 100 basis point change in this index is mitigated by the effect of interest-rate hedges.
To gauge this impact, net fnance expense having a tax effect is recalculated, assuming that the average tax rate is 30% and that the outstanding balances of borrowings would accrue interest as a result of upward or downward changes of 100 basis points. The same procedure is used with derivatives: Taking into account the outstanding notionals, the impact of such a change on their variable portion is simulated. The aggregate of the two fnancial settlements indicates the impact on income and therefore on equity.
The market valuations of derivatives recognised at year-end would vary as a result of a +/- 100 basis point shift in expected Euribor curves. The new current value of the derivative portfolio, still that the tax rate is 30% and that the remaining contractual conditions are maintained, would have an impact on the Group’s equity.
The sensitivity of proft and equity to interest rates, when the analysis is conducted with outstanding balances on borrowings at 31 December, is as follows:
(Thousands of euros) 2011 2010 Borrowing cost at current average cost (Co)* 422.932 468.958 (Co)+1% (Co)-1% (Co)+1% (Co)-1% Borrowing cost at average cost +1% / -1% 500,712 345,153 543,324 394,590 Change in profit/(loss) (54,445) 54,446 (52,057) 52,057 Change in equity 26,108 (35,877) 38,180 (38,591) * Estimate based on the debt at the current average interest rate; does not represent actual income statement figures.
Foreign currency risk: The Group’s international operations, and specifcally its foreign currency denominated transactions, expose it to exchange rate risk. However this exposure was not signifcant at the December 2011 and 2010 close. The bulk of foreign investment, apart from other euro zone countries, is in Chile and Panama, both countries characterised by a high degree of economic, political and social stability.
Within this category, it is worth highlighting the impact of currency fluctuations on the translation of the fnancial statements of foreign entities whose functional currency is not the euro: corporate policy is to mitigate this risk by means of natural hedging, namely by purchasing materials and contracting services in the currency in which the cash flows are generated.
That said, the Group’s rapid geographic expansion in recent years means that in the future it may encounter situations that give rise to exchange rate risk. Under such circumstances, it will consider how this risk can best be minimised through the use of hedging instruments under the umbrella of conservative corporate policy. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 212 ANNUAL REPORT 2011
The Group is not presenting an exchange rate sensitivity analysis as this risk is not deemed material at 31 December 2011.
Risk to valuations of financial instruments: The main investment in fnancial instruments held for sale is the remaining holding in Itínere Infraestructuras, S.A., which was measured at fair value without deducting potential costs to sell. At 31 December 2011 and 2010, its fair value per share was 5.2 euros, as is indicated in Note 4.
The Group manages this valuation risk by analysing market value and transactions.
Risk to demand for concession projects: The main source of revenue in the motorway concessions business is the tolls collected by the concessionaire companies, which depend on the number of vehicles using the toll roads and the capacity of the motorways to absorb traffc. Daily traffc volumes and toll revenue depend, in turn, on a number of factors, including the quality, convenience and duration of travel by alternative, toll-free roads or on other toll roads not run by the Group, the quality and upkeep of the motorways of the Group’s concessions, the economic scenario and the price of fuel. Volumes can also be affected by natural disasters such as earthquakes and forest fres, weather conditions in the countries where the Group operates, environmental laws (including pollution-control measures restricting motor-vehicle use), and the viability and existence of alternative means of transport, such as planes, trains, buses or other public-transport services. The Group has measured the recoverability of the investment by continuously reviewing its valuation models in light of traffc flow and the economic growth outlook for the market where each concession operates.
Of the Group’s other concessions, the drinking water distribution business is not exposed to specifc credit risk, as supply is associated with the collection of the tariff. Experience in this business indicates a default rate of below 2% (the same as in 2010).
Risks associated with international expansion: The Group plans to continue expanding its business in other countries, seeing this as a way to raise growth and proftability. However, prior to making any foreign investment, the Group conducts an exhaustive on-site suitability analysis, which can take several years. Nonetheless, any expansion into new geographic regions carries some risk as it involves working in markets in which the Group does not have the same degree of experience as it has in its current markets.
Other risks to which the Group is exposed are:
- Risks of damage caused during infrastructure construction and maintenance work;
- Risks associated with workplace health and safety;
- Risks of loss of assets.
The Group has implemented control systems to adequately identify, quantify, evaluate and remedy all of these risks, so as to minimise or eliminate the consequences. The Group also takes out and renews insurance policies to cover these risks, among others. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 213
Regulatory risk: The Group seeks to serve society in all its business areas by applying a sustainable and proftable business model that adds value for all stakeholders through innovation, technological progress and excellence in delivery.
To this end, the Group has drawn up the Corporate Responsibility Master Plan which lays down guidelines on each unit’s commitments to employees and the environment.
The Group invests appropriate resources to ensure that the Plan guidelines are met, and is constantly extending the scope of certifcations, the number of audits, environmental quality management systems and initiatives to improve energy effciency and manage emissions, waste and spills.
26.4. Capital management policy
The principal aim of the Group’s capital management policy is to ensure that the fnancial structure complies with prevailing standards in the countries in which the Group operates.
The policy also aims to maintain stable credit ratios and maximise shareholder value.
The Group’s gearing at the reporting date 2011 and 2010 is as follows:
(Thousands of euros) 2011 2010 Gross debt 9,580,140 12,242,538 Cash and cash equiv. (584,420) (783,715) Current financial investments (164,974) (464,246) Net financial debt 8,830,746 10,994,577 Equity 2,548,281 3,791,153 Total equity + net debt 11,379,027 14,785,730 Gearing ratio 77.61% 74.36% Net debt / equity 3.5 2.9
Concession contracts set a cap on the maximum percentage of interest-bearing borrowings that can be used to fnance the concession assets. The Group currently meets this percentage. The Spanish General Chart of Accounts applicable to concession companies in Spain was approved at the end of 2010 and came into force as of 1 January 2011. Its application may give rise to a reduction in the profts and equity of the companies and could therefore affect their dividend distribution policy, equity position and fnancial commitments in force. Companies may be required to prepare and present new economic-fnancial plans and, where applicable, submit a new economic-fnancial balance of the concession to the concession grantors. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 214 ANNUAL REPORT 2011
27. Revenue
The breakdown of revenue from the Group’s ordinary activities in 2010 and 2011, by division and geographic market, is as follows:
accounting year 2010 (Thousands of euros) Sacyr Concessions Valoriza Vallehermoso Testa Somague Holding TOTAL Group Group Group Group Group Group Spain 43,784 1,542,904 165,635 805,789 774,856 204,775 55,133 3,592,876 Portugal 0 24 214,831 72,855 8,324 0 414,707 710,741 Ireland 0 33,814 23,710 0 0 0 67,963 125,487 Angola 0 0 0 0 0 0 228,272 228,272 Italy 0 188,519 0 0 0 0 0 188,519 Costa Rica 0 9,458 18,741 0 0 0 0 28,199 Algeria 0 0 0 21,136 0 0 0 21,136 France 0 0 0 0 0 30,482 0 30,482 Cape Verde 0 0 0 0 0 0 33,256 33,256 Australia 0 0 0 93,775 0 0 0 93,775 US 0 0 0 0 0 14,655 0 14,655 Brazil 0 0 0 6,846 0 0 0 6,846 Panama 0 131,642 0 0 0 0 0 131,642 Other markets 0 19,587 0 0 0 0 0 19,587 Chile 0 93,890 111,008 0 0 0 0 204,898 TOTAL 43,784 2,019,838 533,925 1,000,401 783,180 249,912 799,331 5,430,371 Consolidation adjustments (43,784) (81,074) (440,891) (35,272) 0 (6,372) (2,535) (609,928) CONTINUING OPERATIONS 0 1,938,764 93,034 965,129 783,180 243,540 796,796 4,820,443 DISCONTINUED OPERATIONS 0 0 20,445 0 0 0 0 20,445
accounting year 2011 (Thousands of euros) Sacyr Concessions Valoriza Vallehermoso Testa Somague Holding TOTAL Group Group Group Group Group Group Spain 36,153 1,224,206 325,269 814,144 174,213 207,398 29,620 2,811,003 Portugal 0 0 146,914 74,947 5,393 0 374,721 601,975 Ireland 0 (14,302) 18,121 0 0 0 13,596 17,415 Angola 0 0 0 0 0 0 240,534 240,534 Italy 0 242,272 0 0 0 0 0 242,272 Costa Rica 0 5,025 14,758 0 0 0 0 19,783 Algeria 0 0 0 4,688 0 0 0 4,688 France 0 0 0 0 0 30,851 0 30,851 Cape Verde 0 0 0 0 0 0 37,258 37,258 Australia 0 0 0 73,724 0 0 0 73,724 US 0 0 0 0 0 12,652 0 12,652 Brazil 0 0 0 8,154 0 0 0 8,154 Panama 0 182,702 0 0 0 0 0 182,702 Other markets 0 2,779 0 0 0 0 0 2,779 Israel 0 0 0 10,459 0 0 0 10,459 Chile 0 100,369 68,164 0 0 0 0 168,533 TOTAL 36,153 1,743,051 573,226 986,116 179,606 250,901 695,729 4,464,782 Consolidation adjustments (36,068) 5,443 (426,795) (52,149) (19) (5,500) (264) (515,352) CONTINUING OPERATIONS 85 1,748,494 146,431 933,967 179,587 245,401 695,465 3,949,430 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 215
In 2010 and 2011 no transactions were made with Group companies or joint ventures outside the scope of consolidation. Transactions with companies accounted for using the equity method related to income obtained by Sacyr Vallehermoso Group companies on transactions with the following companies: (Thousands of euros) 2011 2010 Repsol YPF, S.A. 59.874 48.684 Autopista del Guadalmedina Concesionaria Española, S.A. 121.802 0 Soleval Renovables, S.L. 3.161 2.104 Itinere Infrestructuras, S.A. 719 5.758 Eurolink, S.C.P.A. 204 0 Transactions by Sacyr, S.A.U. 185.760 56.546 Autopista del Guadalmedina Concesionaria Española, S.A. 21.483 0 Transactions by Cavosa Obras y Proyectos, S.A. 21.483 0 Soleval Renovables, S.L. 12.473 34.542 Transacciones de Iberese, S.A. 12.473 34.542 Itinere Infrestructuras, S.A. 8.348 9.694 Transactions by Valoriza Conservación de Infraestructuras, S.A. 8.348 9.694 Autopista del Guadalmedina Concesionaria Española, S.A. 6.034 0 Alazor Inversiones, S.A. 0 444 Tenemetro, S.L. 0 310 Metro de Sevilla Conc. Junta de Andalucia, S.A. 0 27 Transactions by Sacyr Concesiones, S.L. 0 781 Sociedad Hospital Majadahonda Explotaciones, S.A. 5.502 0 Itinere Infrestructuras, S.A. 101 159 Repsol YPF, S.A. 0 348 Transactions by Valoriza Facilities, S.A. 5.603 507 Repsol YPF, S.A. 4.699 17.253 Geida Tlemcen, S.L. 0 19 Geida Skikda, S.L. 0 4 Transactions by Sociedad Anónima de Depuración y Tratamientos, S.A. 4.699 17.276 Soleval Renovables, S.L. 3.161 2.104 Autopista del Guadalmedina Concesionaria Española, S.A. 3 0 Transactions by Prinur, S.A.U. 3.164 2.104 Repsol YPF, S.A. 1.002 1.077 Transactions by Neopistas, S.A.U. 1.002 1.077 Solucia Renovables, S.L. 354 4.553 Soleval Renovables, S.L. 335 335 Enervalor Naval, S.L. 0 2 Transactions by Valoriza Energía, S.L.U. 689 4.890 Repsol YPF, S.A. 584 610 Sociedad Hospital de Majadahonda, S.A. 383 0 Transactions by Cafestore, S.A.U. 967 610 Itinere Infrestructuras, S.A. 180 1.435 Transactions by Obras y Servicios de Galicia y Asturias, S.A. 180 1.435 Repsol YPF, S.A. 115 111 Transacciones de Testa Residencial S.L.U. 115 111 Biomeruelo de Energía, S.A. 32 20 Transactions by Eurocomercial, S.A.U. 32 20 Ecotrading 360 Grados, S.L. 0 66 Repsol YPF, S.A. 4 0 Transacciones de Valoriza Servicios Medioambientales, S.A. 4 66 Soleval Renovables, S.L. 1 4 Transactions by Extragol, S.L. 1 4 Eurlink, S.C.P.A. 0 397 Transactions by Sacyr Italia, S.P.A. 0 397 Itinere Infrestructuras, S.A. 0 19 Transactions by Ideyco, S.A.U. 0 19 Soleval Renovables, S.L. 0 1 Transactions by Biomasas de Puente Genil, S.L. 0 1 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 216 ANNUAL REPORT 2011
Disclosures of contracts in progress at the reporting date required by IAS 11 Construction Contracts are given in the table below, including aggregate costs incurred and proft recognised (less losses recognised), the amount of advances received and the amount of withholdings:
(Thousands of euros) 2011 2010 Cumulative revenue on contracts in progress at year end 6,216,915 4,864,793 Contracts in progress at year end Cumulative costs incurred (5,821,796) (4,629,410) Cumulative income recognised 395,118 235,383 Advances received 507,940 513,972 Withholdings 71,138 73,827 Completed work pending approval, net (12,764) 5,498 Advanced certification 347,187 259,294 Includes SACYR and SOMAGUE
28. Supplies
The breakdown of “Supplies” in 2011 and 2010, by item and business area, is as follows:
(Thousands of euros) 2011 2010 Sacyr 1,312,403 1,402,182 Valoriza 400,922 437,279 Somague 114,551 117,133 Vallehermoso 11,440 265,874 Concesiones 4,073 12,134 Testa 0 0 Other and adjustments (25,899) (230,884) TOTAL 1,817,490 2,003,718
(Thousands of euros) 2011 2010 Consumption of commercial inventories 151,720 134,666 Consumption of raw material and other consumables 571,641 684,244 Other external expenses 1,094,129 1,184,808 TOTAL 1,817,490 2,003,718 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 217
29. Other operating costs
The detail of this heading in 2011 and 2010, by item and business area, is as follows:
(Thousands of euros) 2011 2010 Sacyr 331,468 390,490 Somague 464,203 549,485 Concesiones 0 0 Valoriza 132,511 127,201 Vallehermoso 39,953 37,298 Testa 49,608 50,567 Other and adjustments (20,771) (29,614) TOTAL 996,972 1,125,427
(Thousands of euros) 2011 2010 External services 893,875 1,012,579 Taxes other than income tax 59,366 71,269 Other operating costs 43,731 41,579 TOTAL 996,972 1,125,427
The Group has no signifcant payments to make under operating leases in the next fve years.
30. Gain (loss) on disposal of assets
In 2011, loss on the disposal of assets mainly consisted of the loss on the sale of 10% of Repsol YPF. The calculation of this loss is broken down below:
(Thousands of euros) SALE OF 10% OF REPSOL IMPACT ON INCOME Sale price (€/share) 21,066
Purchase price (€/share) 26,712
Value, equity method (€/share) 29,533
Nº shares sold 122,086,346
Profit/(loss) before tax (€ thousands) (1,033,755)
Unrealized gains/(losses) reserve (€ thousands) (*) (84,600)
PROFIT/(LOSS) BEFORE (€ THOUSANDS) (1,118,355)
(*) Change in Repsol’s equity that have not been taken to income. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 218 ANNUAL REPORT 2011
31. Finance income and costs
The breakdown of fnance income and costs in 2011 and 2010 is as follows:
(Thousands of euros) 2011 2010 Income from other marketable securities 19,998 12,372
Other interest and similar income 27,043 22,351
Exchange gains/(losses) 508 3,096
TOTAL INCOME 47,549 37,819
Finance costs (624,465) (531,900)
From bank loans, credits and obligations (598,503) (529,574)
Change in provisions for financial investments (25,962) (2,326)
Net finance costs taken to investments 11,179 17,498
Change in value of financial instruments (cash flow hedges) 232 21
TOTAL COSTS (613,054) (514,381)
NET FINANCE INCOME/(COSTS) (565,505) (476,562)
The Sacyr Vallehermoso Group uses derivative fnancial instruments to eliminate or signifcantly reduce its interest rate, foreign currency and market risk in monetary transactions, asset positions and other transactions. In general, these instruments are treated as hedges when they qualify for hedge accounting. Those that do not are classifed as held for trading, with gains or losses recognised directly in the separate consolidated income statement.
32. Earnings per share
Basic earnings per share are calculated by dividing the Group’s attributable proft for the year by the average weighted number of shares outstanding during the year, excluding the average number of treasury shares held.
(Thousands of euros) 2011 2010 Net profit/(loss) attributable to equity holders of the parent (thousands of euros) (1,604,131) 204,415 Weighted average number of shares outstanding (thousands of shares) 413,127 304,967 Less: average number of treasury shares held ('000) (1,974) (1,739) Average number of shares used to calculate basic earnings per share 411,153 303,228 Basic earnings per share (euros) (3,90) 0,67 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 219
Diluted earnings per share are calculated by dividing the net proft attributable to ordinary shareholders of the Parent (after adjusting the interest of potentially dilutive shares) by the weighted average number of additional ordinary shares that would have been outstanding if all of the potential ordinary shares with dilutive effect had been converted to ordinary shares. Dilution is assumed to occur either at the start of the period or at the issue date of the potential ordinary shares if these were issued during the year.
(Thousands of euros) 2011 Net profit/(loss) attributable to equity holders of the parent (thousands of euros) (1,604,131)
Less: gain/(loss) on potentially dilutive shares (miles de euros) 8,189
Adjusted net profit/(loss) attributable to equity holders of the parent (thousands of euros) (1,595,942)
Weighted average number of shares outstanding (thousands of shares) 413,127
Less: average number of treasury shares held ('000) (1,974)
Plus: number potentially dilutive ('000) 19,417
Average number of shares used to calculate basic earnings per share 430,570
Diluted earnings per share (euros) (3.71)
Earnings per share in discontinued operations are as follows:
(Thousands of euros) 2010 Net profit/(loss) on discontinued operatons att. to equity holders of the parent (thousands of euros) (8,017)
Weighted average number of shares outstanding (thousands of shares) 304,967
Less: average number of treasury shares held ('000) (1,739)
Average number of shares used to calculate basic earnings per share 303,228
Basic and diluted earnings per share for discontinued operations (euros) (0.03) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 220 ANNUAL REPORT 2011
33. Backlog by business
The details of the backlog by business and type of activity at 31 December 2011 and changes since 2010 are as follows:
(Thousands of euros) 2011 2010 Change % Chg. Sacyr (total construction backlog) 5,978,667 6,215,272 (236,605) (3.81%) Civil work backlog 5,552,560 5,733,160 (180,600) (3.15%) Construction backlog 426,107 482,112 (56,005) (11.62%) Residential building 80,646 72,749 7,897 10.86% Non-residential building 345,461 409,363 (63,902) (15.61%) Somague (total construction backlog) 702,053 922,929 (220,876) (23.93%) Civil work backlog 325,681 582,329 (256,648) (44.07%) Construction backlog 376,372 340,600 35,772 10.50% Residential building 133,201 19,276 113,925 591.02% Non-residential building 243,171 321,324 (78,153) (24.32%) Sacyr Concesiones (revenue backlog) 29,233,219 29,597,679 (364,460) (1.23%) Valoriza (revenue backlog) 12,078,834 12,043,583 35,251 0.29% Testa (leases backlog) 2,431,476 2,585,070 (153,594) (5.94%) Vallehermoso (pre-sales portfolio) 59,343 166,967 (107,624) (64.46%) TOTAL 50,483,592 51,531,500 (1,047,908) (2.03%)
The increase in the Services backlog (Valoriza Group) reflects the inclusion of important domestic and international contracts, including: the expansion, and subsequent operation, of a desalination plant in Perth (Australia); the construction of a desalination plant in the town of Copiapó (Chile); maintenance on numerous roads and motorways throughout Spain; the management of the integrated water cycle in Cabezón de la Sal (Cantabria); as well as cleaning services at various public and private centres. Also noteworthy are the contracts to manage numerous senior citizens’ homes and services under the supervision of various city and provincial governments in Spain. centros residenciales para la tercera edad y los servicios a la dependencia de distintas ciudades, y provincias, españolas.
The reason for the reduction in the backlog in other business areas is that in 2011 the different divisions issued their own invoices. The only sizeable drop was in the residential development backlog, which was due to the continuing contraction in the sector throughout Spain.
(Thousands of euros) 2011 2010
International backlog 31,215,991 61.83% 29,696,667 57.63%
Backlog in Spain 19,267,602 38.17% 21,834,833 42.37%
TOTAL 50,483,593 100.00% 51,531,500 100.00%
International business made up 61.83% of the Group’s order book at 31 December 2011, and Spanish business the remaining 38.17%. At 31 December 2010, 57.63% of business was international and 42.37% was in Spain. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 221
34. Directors’ remuneration and other benefits
Accounting year 2010
In 2010, the following changes were made to the Board of Directors:
• On 18 May 2010, CXG Corporación Caixa Galicia, S.A., represented by José Luis Méndez López, resigned as director and from all other posts on the Board or its subsidiary bodies and committees.
• On 18 May 2010, José Luis Méndez López was co-opted to the Board as proprietary company director and member of the Appointments and Remuneration Committee.
• On 5 May 2010, Participaciones Agrupadas, S.L. appointed Andrés Pérez Martín as its representative.
• On 5 May 2010, Angel López-Corona Dávila was appointed to serve as a member of the Board of Directors.
Pursuant to the By-laws, members of the Sacyr Vallehermoso, S.A. Board of Directors were entitled to receive remuneration from the Company comprising a fxed annual sum and allowances for attendance of meetings. For 2010, the remuneration agreed by the Board was as follows:
- Board members: 66,000 euros, gross, per year. - Members of the Executive Committee: 18,333.33 euros, gross, per year. - Members of the Audit Committee or Appointments and Remuneration Committee: 22,000 euros, gross, per year.
The table below shows the individual detail of the By-law-stipulated emoluments received in 2010 by the directors during the year: (Thousands of euros) Board of Executive Audit Appts. & Remun. DIRECTORS Total Directors Committee Committee Committee Luis Fdo. Del Rivero Asensio 66,000.00 18,333.33 0.00 0.00 84,333.33 Manuel Manrique Cecilia 66,000.00 18,333.33 0.00 0.00 84,333.33 Demetrio Carceller Arce 66,000.00 18,333.33 0.00 22,000.00 106,333.33 Matias Cortés Domínguez 66,000.00 0.00 0.00 22,000.00 88,000.00 Angel Lopez-Corona Davila (appointment 06/10) 38,500.00 0.00 0.00 0.00 38,500.00 Jose Luis Mendez (Appointment 06/10) 38,500.00 0.00 0.00 12,833.33 51,333.33 Diogo Alves Diniz Vaz Guedes 66,000.00 0.00 0.00 0.00 66,000.00 Austral, B.V. (Pedro del Corro) 66,000.00 18,333.33 22,000.00 0.00 106,333.33 Participaciones Agrupadas, S.L.* 66,000.00 18,333.33 22,000.00 0.00 106,333.33 Nueva Compañía de Inversiones (J.Abelló) 66,000.00 0.00 0.00 0.00 66,000.00 Prilou, S.L. (J.M.Loureda Mantiñan) 66,000.00 18,333.33 0.00 22,000.00 106,333.33 Prilomi, S.L.(J.M. Loureda Lopez) 66,000.00 0.00 0.00 0.00 66,000.00 Actividades Inmobiliarias y Agrícolas, S.A. (Victor 66,000.00 0.00 22,000.00 0.00 88,000.00 Guillamón) Grupo Satocan, S.A. (Juan Miguel Sanjuan Jover) 66,000.00 0.00 22,000.00 0.00 88,000.00 Corporacion Caixa Galicia (resigned 06/10) 27,500.00 0.00 0.00 9,166.67 36,666.67 TOTAL 896,500.00 109,999.98 88,000.00 88,000.00 1,182,499.98 * In June, Participaciones Agrupadas, S.L. ceased to be represented by Angel López-Corona Dávila, and it appointed Andrés Perez Martín as his replacement. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 222 ANNUAL REPORT 2011
The detail of remuneration accrued by the Company’s Directors and senior management team in 2010 is as follows: (Thousands of euros) Fixed Floating Life insurance Total Luis Fernando del Rivero Asensio 1,400,000.00 1,400,000.00 628.44 2,800,628.44 Manuel Manrique Cecilia 600,000.00 600,000.00 462.00 1,200,462.00 Management team 3,812,264.96 2,115,868.85 4,542.80 5,932,676.61 TOTAL 5,812,264.96 4,115,868.85 5,633.24 9,933,767.05
Sacyr Vallehermoso’s senior management team consisted of the Chairman and CEO and the heads of each business line or activity who report directly to the Chairman or CEO, but who do not take collective decisions on Group management. These persons were: Luis Fernando del Rivero Asensio, Manuel Manrique Cecilia, Vicente Benedito Francés, Fernando Rodríguez-Avial Llardent, Javier Gayo Pozo, José Antonio Guio de Prada, José Manuel Naharro Castrillo, José Carlos Otero Fernández, Fernando Lozano Sainz, Miguel Heras Dolader, Miguel Angel Peña Penilla, Fernando Lacadena Azpeitia, Salvador Font Estrany, José María Orihuela, Angel Laso D´Lom, Daniel Loureda López and Javier Lopez - Ulloa Morais. There have been no changes in membership since 2009.
The Group had no commitments to members of the Board of Directors in respect of pensions or life insurance premiums nor any share-based payments. Nor were there any arrangements entitling the Company’s directors to receive compensation upon their removal from the Board.
In 2010, no advance or loans were made to members of the Board of Directors or the senior management team.
The detail of loans and advances outstanding and amounts repaid by Group directors and senior management in 2010 is as follows:
Amount repaid (Thousands of euros) Loans Interest rate Maturity during the year Senior management 384 Euribor 3m + 1% 5 years 24 Senior management 6 3% 6 Total 390 30
At 31 December 2010, two members of the senior management have senior management contracts that provide for indemnity payments equivalent to one or two times their annual salary in the event of dismissal.
34.2. 2011
In 2011, the following changes were made to the Board of Directors:
• On 19 May 2011, Beta Asociados, S.L., represented by José Moreno Carretero, was appointed as a member of the Board of Directors.
• On 19 May 2011, Grupo Corporativo Fuertes, S.L., represented by Tomás Fuertes Fernandez, was appointed as a member of the Board of Directors. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 223
• On 19 May 2011, Javier Adroher Biosca was appointed as a member of the Board of Directors.
• On 19 May 2011, Cymofag, S.L., represented by Gonzalo Manrique Sabatel, was appointed as a member of the Board of Directors.
• On 19 May 2011, Rimefor Nueva Milenio, S.L., represented by Ángel López-Corona Dávila, was appointed as a member of the Board of Directors.
• On 7 October 2011, Ángel López-Corona Dávila submitted his resignation as director.
• On 20 October 2011, Luis Fernando del Rivero Asensio was removed from his position as Executive Chairman, and he subsequently submitted his resignation from his position as a Board member.
• On 20 October 2011, NCG Banco, S.A., represented by Maria Victoria Vázquez, was appointed as a member of the Board of Directors.
• On 20 October 2011, Manuel Manrique Cecilia was appointed as Chairman of the Board of Directors.
• On 15 December 2011, Jose Luis Méndez López submitted his resignation as director.
• On 15 December 2011, CXG Corporación Novacaixagalicia, S.A., represented by Luis Caramés Viéitez, was appointed as a member of the Board of Directors.
Pursuant to the By-laws, members of the Sacyr Vallehermoso, S.A. Board of Directors are entitled to receive remuneration from the Company comprising a fxed annual sum and allowances for attendance of meetings. For 2011, the remuneration agreed by the Board was as follows:
- Board members: 66,000 euros, gross, per year. - Members of the Executive Committee: 44,000 euros, gross, per year. - Members of the Audit Committee or Appointments and Remuneration Committee: 22,000 euros, gross, per year.
A detailed breakdown of the amounts received by directors for performance of their duties on the Board in 2011 is provided below. However, as explained in the following paragraphs, in 2011 the members of the Board of Directors did not accrue any amounts as remuneration for their duties on the Board and are required to reimburse any amounts they may have received in advance from the company, thus generating an account receivable for the latter. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 224 ANNUAL REPORT 2011
( euros)
Appointments and Board of Audit By-law-stipulated emoluments Remuneration Total Directors Committee Committee Luis Fdo. Del Rivero Asensio (Resigned 10/11) 55,000.00 0.00 0.00 55,000.00
Manuel Manrique Cecilia 66,000.00 0.00 0.00 66,000.00
Demetrio Carceller Arce 66,000.00 0.00 21,999.96 87,999.96
Matias Cortés Domínguez 66,000.00 7,333.32 14,666.64 87,999.96
Angel Lopez-Corona Davila (Resigned 10/11) 55,000.00 0.00 0.00 55,000.00
Jose Luis Méndez López (resigned 15/08) 66,000.00 0.00 21,999.96 87,999.96
Francisco Javier Adroher Biosca (Appointed 06/11) 38,500.00 0.00 0.00 38,500.00
Diogo Alves Diniz Vaz Guedes 66,000.00 0.00 0.00 66,000.00
Austral B.V. (represented by Pedro del Corro García-Lomas) 66,000.00 21,999.96 0.00 87,999.96
Participaciones Agrupadas, S.R.L. (Manuel Azuaga Moreno) 66,000.00 18,333.30 0.00 84,333.30
Nueva Compañía de Inversiones (J. Abelló Gallo) 66,000.00 0.00 0.00 66,000.00
Prilou, S.L. (J.M .Loureda Mantiñán) 66,000.00 0.00 21,999.96 87,999.96
Prilomi, S.L. (J.M. Loureda López) 66,000.00 0.00 0.00 66,000.00
Actividades Inmobiliarias y Agrícolas, S.A. (Angel López 66,000.00 18,333.30 0.00 84,333.30 Coróna Dávila):
Grupo Satocán, S.A. (Juan Miguel Sanjuan Jover) 66,000.00 21,999.96 0.00 87,999.96
Rimefor Nuevo Milenio, S.L. (Luis F. del Rivero Asensio) 38,500.00 0.00 0.00 38,500.00 (Appointed 06/11):
Beta Asociados, S.L. (José del Pilar Moreno Carretero) 38,500.00 0.00 7,333.32 45,833.32 (Appointed 06/11)
Grupo Corporativo Fuertes, S.L. (Tomás Fuertes Fernández) 38,500.00 0.00 3,666.66 42,166.66 (Appointed 06/11)
NCG Banco, S.A. (Victoria Vázquez Sacristán) (Appointed 11,000.00 3,666.66 0.00 14,666.66 11/11):
Cymofag, S.L. (Gonzalo Manrique Sabatel) (Appointed 06/11): 38,500.00 0.00 0.00 38,500.00
TOTAL 1,105,500.00 91,666.50 91,666.50 1,288,833.00
In accordance with Article 43 of the Company By-laws, the combined amount of remuneration paid to Directors for their duties on the board, which is determined by shareholders at the Annual General Meeting, may not exceed 2.5% of the net proft for the year attributable to the Parent company, as shown in the Group’s consolidated fnancial statements. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 225
Consequently, given that 2.5% of the proft attributable to the Parent company in 2011 was a negative amount, the directors did not receive any remuneration during the year and, as provided for in the Company By-laws, are required to reimburse the advance amounts they received. In this regard, the Company directors resolved that the 2011 fees should be refunded through offsets against the fees that are to be received in 2012, except for former Board members or those who cease to hold their post before the conclusion of the debt-compensation process. In the latter cases, the pending amount must be refunded within two months of the date on which notifcation of the resolution is given or of the date on which they leave the Board of Directors.
The detail of remuneration received by the Company’s Directors and senior management in 2011 is as follows:
Indemnity (Thousands of euros) Fixed Floating Life insurance Total payments Luis Fernando del Rivero Asensio(*) 1,000,000.00 1,036,000.00 502.29 0.00 2,036,502.29
Manuel Manrique Cecilia 792,380.00 757,778.00 490.32 0.00 1,550,648.32
Management team 3,727,574.00 2,118,209.00 4,625.00 1,746,003.43 7,596,411.43
TOTAL 5,519,954.00 3,911,987.00 5,617.61 1,746,003.43 11,183,562.04
(*) Resigned October 2011
The Company’s senior management consists of the heads of each business line and Corporate Services who report directly to the Chairman and CEO, but who do not take part in collective decisions on the Group’s management. The persons in question are: Javier Gayo Pozo, Fernando Rodríguez-Avial Llardent, Daniel Loureda López, Miguel Angel Peña Penilla, Fernando Lozano Sainz, José María Orihuela, Miguel Heras Dolader, José Manuel Naharro Castrillo, José Carlos Otero Fernández, José Antonio Guio de Prada, Fernando Lacadena Azpeitia and Javier Lopez- Ulloa Morais.
For information purposes, in this section, Sacyr Vallehermoso, S.A. considers that its senior management is the staff that reports directly to the Chairman and CEO, that is, the persons in charge of executing and implementing the business decisions taken by the Group’s relevant management body--in this case, the Board of Directors and the Board Committees, which are exclusively responsible for management functions at the Group and which set its commercial and investment strategy. This description, given solely for informative purposes, is not an interpretation of the classifcation for the purposes of regulations that apply to the Company (such as the regulation contained in Royal Decree 1382/1985), nor does it have the effect of creating, recognising, modifying or cancelling legal or contractual rights or obligations. Specifcally, as long as the members of the Management Committee have not expressly entered into a written contact for the purposes of Royal Decree 1382/1985, they will be considered to be fully subject, for all purposes, to a standard labour contract. At 31 December 2011, one member of the senior management team has entered into a senior management contract, which includes an indemnity payment of two years’ salary in the event of dismissal. The remaining members are subject to ordinary labour law. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 226 ANNUAL REPORT 2011
At 31 December 2011, the Executive Chairman, Luis del Rivero Asensio, left the Company, and Vicente Benedito Francés, Salvador Font Estrany and Ángel Laso D´Lom departed from the senior management team. The members of the senior management teams received 1,746 thousand euros indemnity payments.
In 2011, the SyV Group studied various formulas to bring the remuneration of its senior executives into line with the new economic climate, and these formulas are expected to be implemented in 2012.
At year-end the Group had no commitments to members of the Board of Directors in respect of pensions or life insurance premiums nor any share-based payments. Nor were there any arrangements entitling the Company’s directors to receive compensation upon their removal from the Board.
In 2011, no advance or loans were made to members of the Board of Directors or the senior management team.
The detail of loans and advances outstanding and amounts repaid by Company’s directors and senior management in 2011 is as follows:
(Thousands of euros)
Amount outstanding Amount repaid LOAN: Interest rate Maturity 31/12/2011 during the year
Management team 297 Euribor 3m+1 5 años 87
In accordance with the disclosures required by Article 229 of the Spanish Companies Law, the following activities, investments, posts and functions were performed or held by directors of Sacyr Vallehermoso, S.A. and its related parties during the year at companies whose corporate purpose is identical, similar or complementary to that of the Company or the Group of which it is the Parent:
• Manuel Manrique Cecilia, is a board member of Testa Inmuebles en Renta, S.A. (direct owner of 100 shares), Sacyr, S.A.U., Valoriza Gestión, S.A.U., Vallehermoso División Promoción, S.A.U., Sacyr Concesiones, S.L, Scrinser, S.A., Sacyr Vallehermoso Participaciones Mobiliarias, S.L. (representative of the sole director, Sacyr Vallehermoso, S.A.) and Inchysacyr, S.A. (Chairman).
In addition, outside of the SyV Group, he is the sole director of Telbasa Construcciones e Inversiones, S.L., in which he holds a 100% stake. The latter, in turn, controls 100% of the share capital of Cymofag, S.L.
• Demetrio Carceller Arce is a member of the Board of Directors of Vallehermoso División Promoción, S.A.U. Outside the Group, he is Chairman of the Board of Directors of Syocsa- Inarsa.
• In terms of Article 231 of the Corporate Enterprise Act, the parties related to Austral B.V. are Miralver Spi, S.L. with a 100% interest (director); Promociones Inmobiliaria Molinar, S.A. with a 50% interest (joint director) and Saba Infraestructuras, S.A. with a 19.65% interest (vice-chairman).
Pedro del Corro García-Lomas (representing Austral, B.V. at SyV) is a member of the Boards of Directors of WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 227
Testa Inmuebles en Renta, S.A. and Valoriza Gestión, S.A. (representing Torreal, S.A.). Outside the Group, he is a director at Miralver Spi, S.L.
• Nueva Compañía de Inversiones, S.A. holds no posts or functions in other Sacyr Vallehermoso Group companies.
In terms of Article 231 of the Corporate Enterprise Act, the parties related to Nueva Compañía de Inversiones, S.A. are Testa Inmuebles en Renta (director); Miralver Spi, S.L., with a 100% interest (director); Promociones Inmobiliaria Molinar, S.A., with a 50% interest (joint director); and Saba Infraestructuras, S.A., with a 19.65% interest (vice-chairman).
Juan Abello Galló (representing Nueva Compañía de Inversiones, S.A.) is a director of Repsol YPF, S.A.
• Prilou, S.L. holds no posts or functions in other Sacyr Vallehermoso Group companies. José Manuel Loureda Mantiñán (representing Prilou, S.L. at Sacyr Vallehermoso) is a member of the Boards of Directors of Testa Inmuebles en Renta, S.A., Sacyr, S.A.U., Somague SGPS, S.A., Vallehermoso División Promoción, S.A.U. and Valoriza Gestión S.A.U. (Chairman).
• Outside of the Group, Ángel López Corona (representing Actividades Inmobiliarias Agrícolas, S.A.) has an asset-holding company that is a member of the Board of Directors of Grupo Inmobiliario Ferrocarril.
• NCG Banco, S.A., has held a signifcant stake in the share capital of the following companies that have the same, a similar or a complementary corporate purpose to that of SyV:
Desarrollos Territoriales Inmobiliarios with a 25% stake; Licasa I, S.A., with a 12.5% stake; Lazora S.A., with a 6.10% stake; Azora Europa II, S.A. with a 9.77% stake, Inmobiliaria Gallega, S.A. with a 1.43% stake; Raminova Inversiones, S.L. with a 50% stake; Suelo Industrial de Galicia, S.A. (SIGALSA) with a 33.22% stake; Hispano Lusa de Edifcaciones, S.L. with a 100% stake; SU Inmobiliaria Unipessoal, Lda. (Portugal), with a 100% stake; NCG División Grupo Inmobiliario, S.L.U., with a 100% stake; Vehículo de Tenencia y Gestión de Activos 9, S.L. with a 19.19; Lar de Pontenova, S.L. with a 25% stake; Laborvantage Investimentos Inmobiliarios e Turísticos, LDA (Portugal), with a 100% stake; Copronova, S.L., with a 72% stake; Desarrollos Inmobiliarios Albero, S.A. with a 50% stake; Proinova America, LLC (USA) with a 100% stake; GPS del Noroeste 3000, S.L. with a 50% stake; T12 Gestión Inmobiliaria, S.A. with a 5.76% stake; Participaciones Agrupadas, S.L. with a 25% stake; Numzaan, S.L. with a 21.74% stake; Residencial Marina Atlantica, S.A. with a 50% stake; Complejo Residencial Marina del Atlantico, S.A. with a 50% stake; Comtac Estruc. S.L., with a 31.5% stake; Grupo Inmobiliario Ferrocarril, S.A. with a 20% stake; Obenque, S.A. with a 21.25% stake; Hercesa Internacional, S.L. with a 10% stake; and Martinsa Fadesa with a 1% stake.
Victoria Vázquez Sacristán (representing NCG Banco, S.A. at SyV) is the natural-person representative of Participaciones Agrupadas, S.L. at Testa Inmuebles en Renta, S.A. Outside of the Group, she is a member of the Board of Directors of Grupo Inmobiliario Ferrocarril. • And, indirectly, through CXG Corporación Novacaixagalicia, S.A., she holds direct and indirect equity interests or shares in the capital of the following companies:
CXG Grupo Inmobiliario Corporación Caixagalicia, S.L.U., with a 100% stake; Quabit Inmboliaria, S.A., with a 4.08% stake; Codesure 15, S.A. with a 7.41% stake; Lazora, S.A. with a 2.039% stake; Desarrollos WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 228 ANNUAL REPORT 2011
Territoriales Inmobiliarios, S.A. with a 25% stake; Palacio de Arozeguia, S.L. with a 50% stake; Sociedad Gestora de Promociones Inmobiliarias y Desarrollo Empresarial, S.L. with a 50% stake; Jocai XXI, S.L. with a 50% stake; Desarrollos Inmobiliarios Fuenteamarga, S.L., with a 33% stake; Proboin, S.L. with a 25% stake; Galeras Entrerios, S.L. with a 100% stake; Parque La Salaosa, S.L. with a 50% stake; Landix Operaciones Urbanísticas, S.L. with a 50% stake; GPS del Noroeste 3000, S.L. with a 50% stake; Torres del Boulevar, S.L., with a 75% stake; Construziona Galicia, S.L. with a 42% stake; and Andrés Faus, S.A. with a 49.92% stake.
Luis Caramés Viéitez (representing CXG Corporación Novacaixagalicia, S.A.) holds no posts and performs no duties at other SyV Group Companies.
• Don Javier, Adroher Biosca, S.A. Outside of the Group, he is a member of the Board of Directors of Syocsa-Inarsa, S.A., with a 13.67025% stake.
• Grupo Corporativo Fuertes, S.L. holds no posts and performs no functions at other SyV Group companies.
• Participaciones Agrupadas, S.L. is a Board member of Testa Inmuebles en Renta, S.A., Sacyr, S.A.U. and Vallehermoso División Promoción, S.A.U., with an 8.01% shareholding in each.
Outside of the Group, Manuel Azuaga Moreno (representing Participaciones Agrupadas, S.L. at SyV) is Chairman of the Board of Inmobiliaria Acinipo, S.A.
Until 13 October 2011 Andrés Pérez Martín (representing Participaciones Agrupadas, S.L. at Sacyr Vallehermoso) was a board member at Sacyr, S.A.U., and Testa Inmuebles en Renta, S.A. (representing Participaciones Agrupadas, S.L., on both boards).
• Outside the Sacyr Vallehermoso Group, Grupo Satocan, S.A., is a board member and the CEO of Satocan, S.A., with a 58.58% interest.
Miguel Sanjuán y Jover (representing Grupo Satocán, S.A. at Sacyr Vallehermoso) is a director of Satocán, S.A. with a 99.76% stake. He also holds a direct and indirect stake via Grupo Satocan, S.A. in Sotocan, S.A. (as CEO).
None of the directors have declared direct or indirect conflicts of interest involving the Company or its subsidiaries.
35. Related party transaction
Transactions with related parties are carried out and recognised at fair value. The prices of transactions with related parties are appropriately determined and the Company’s directors consider that there is no risk they could generate material tax liabilities.
The detail of the most signifcant transactions with related parties in 2010 and 2011 is as follows, in addition to the income indicated in Note 27 and the remuneration indicated in Note 34: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 229
Accounting year 2010 (Thousands of euros) RELATED PARTY TRANSACTIONS Directors Related individuals, Other INCOME AND EXPENSE FROM Significant and companies or related Total CONTINUING OPERATIONS shareholders executives Group entities parties 1) Finance costs 6,467 0 0 0 6,467 UNICAJA 1,994 0 0 0 1,994 CAJAMURCIA 377 0 0 0 377 CORPORACION CAIXA GALICIA 76 0 0 0 76 CAIXA GALICIA 423 0 0 0 423 CAJA AVILA 225 0 0 0 225 BBK 632 0 0 0 632 CAJA VITAL 1,248 0 0 0 1,248 CAIXA NOVA 609 0 0 0 609 KUTXA 877 0 0 0 877 CORPORACION FUERTES GROUP 6 0 0 0 6 2) Services received 0 0 5 963 968 SOLRED 0 0 5 0 5 LUIS JAVIER CORTES DOMINGUEZ 0 0 0 963 963 3) Purchase of goods 0 0 17,277 0 17,277 REPSOL YPF 0 0 11,958 0 11,958 REPSOL BUTANO, S.A. 0 0 1 0 1 SOLRED 0 0 2,974 0 2,974 REPSOL DIRECTO, S.A. 0 0 281 0 281 REPSOL COMERCIAL DE PRODUCTOS 0 0 2,063 0 2,063 PETROLIFEROS, S.A. 4) Other expenses 0 0 993 0 993 SOLRED 0 0 731 0 731 CAJAMURCIA 0 0 0 0 0 REPSOL YPF 0 0 143 0 143 REPSOL COMERCIAL DE PRODUCTOS 0 0 119 0 119 PETROLIFEROS, S.A. TOTAL COSTS 6,467 0 18,275 963 25,705 5) Management or collaboration contracts 0 0 1,077 0 1,077 REPSOL COMERCIAL DE PRODUCTOS 0 0 1,077 0 1,077 PETROLIFEROS 6) Leases 8 0 55 0 63 REPSOL YPF 0 0 55 0 55 CAIXA NOVA 8 0 0 0 8 7) Services rendered 5 0 3 0 8 CAJA MURCIA 4 0 0 0 4 CORPORACION FUERTES GROUP 1 0 0 0 1 REPSOL YPF 0 0 3 0 3 8) Sale of goods (finished goods and work 87,166 0 63,020 0 150,186 in progress) UNICAJA 33,805 0 0 0 33,805 BBK 53,361 0 0 0 53,361 REPSOL YPF 0 0 61,106 0 61,106 REPSOL PETROLEO, S.A. 0 0 1,914 0 1,914 9) Other income 0 0 85 0 85 CAMPSA ESTACIONES DE SERVICIO 0 0 85 0 85 TOTAL INCOME 87,179 0 64,240 0 151,419 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 230 ANNUAL REPORT 2011
Accounting year 2011 (Thousands of euros) RELATED PARTY TRANSACTIONS Related individuals, Other OTHER TRANSACTIONS FROM Significant Directors and companies or Group related Total CONTINUING OPERATIONS shareholders executives entities parties 1. Financing agreements: loans and capital (117,872) 0 0 0 (117,872) contributions CAJA MURCIA (11,231) 0 0 0 (11,231) CAIXA NOVA 1,856 0 0 0 1,856 UNICAJA (65,044) 0 0 0 (65,044) CAIXA GALICIA (42,674) 0 0 0 (42,674) CAJA ÁVILA (779) 0 0 0 (779) 1.a. Repayment or cancellation of loans 0 (30) 0 0 (30) and finance lease contracts (lessor) SENIOR MANAGEMENT 0 (30) 0 0 (30) 1.b. Guarantees received 16,683 0 0 0 16,683 CAIXA NOVA 18,748 0 0 0 18,748 UNICAJA 1,794 0 0 0 1,794 CAIXA GALICIA (3,859) 0 0 0 (3,859)
2010 ( Thousands of euros) BALANCES WITH RELATED PARTIES Related individuals, Other OTHER BALANCES FROM CONTINUING Significant Directors and companies or Group related Total OPERATIONS shareholders executives entities parties 1. Financing agreements: loans and capital 414,987 0 0 0 414,987 contributions NOVACAIXAGALICIA 212,155 0 0 0 212,155 CAJA DE AVILA (BANKIA) 17,073 0 0 0 17,073 UNICAJA 131,929 0 0 0 131,929 CAJA MURCIA (MARE NOSTRUM) 53,830 0 0 0 53,830 2. Repayment or cancellation of loans and 0 384 0 0 384 finance lease contracts (lessor) SENIOR MANAGEMENT 0 384 0 0 384 3. Guarantees received 82,628 0 0 0 82,628 NOVACAIXAGALICIA 34,457 0 0 0 34,457 UNICAJA 48,171 0 0 0 48,171
2010 ( Thousands of euros) RELATED PARTY TRANSACTIONS Related individuals, Other INCOME AND EXPENSE FROM Significant Directors and companies or Group related Total DISCONTINUED OPERATIONS shareholders executives entities parties 1) Purchase of goods 0 0 4 0 4 ITÍNERE INFRAESTRUCTURAS 0 0 4 0 4 TOTAL COSTS 0 0 4 0 4 2) Finance income 0 0 9,126 0 9,126 ITINERE INFRAESTRUCTURAS. S.A. 0 0 9,126 0 9,126 3) Services rendered 0 0 9,659 0 9,659 AUTOPISTA CONCESIONARIA ASTUR LEONESA, S.A. 0 0 2,237 0 2,237 AUTOESTRADAS DE GALICIA AG CXG, S.A. 0 0 1,684 0 1,684 AUTOPISTAS DEL ATLANTICO 0 0 5,161 0 5,161 AP-1 EUROPISTAS CONCESIONARIA DEL ESTADO 0 0 575 0 575 AUTOPISTA CENTRAL GALLEGA 0 0 0 0 0 ITINERE INFRAESTRUCTURAS. S.A. 0 0 2 0 2 TOTAL INCOME 0 0 18,785 0 18,785 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 231
Accounting year 2011 (Thousands of euros) RELATED PARTY TRANSACTIONS INCOME AND EXPENSE FROM CONTINUING Significant Directors and Related individuals, Other related Total OPERATIONS shareholders executives companies or Group entities parties 1) Finance costs 5,109 0 0 0 5,109 CORPORACION CAIXAGALICIA, S.A. 165 0 0 0 165 UNICAJA 2,700 0 0 0 2,700 BANCO MARE NOSTRUM (CAJA MURCIA) 330 0 0 0 330 CAJA AVILA (BANKIA) 660 0 0 0 660 NOVACAIXAGALICIA 1,254 0 0 0 1,254 2) Leases 0 0 887 0 887 REPSOL YPF, S.A. 0 0 835 0 835 CAMPSA EE.SS. 0 0 52 0 52 3) Services received 4,965 0 697 0 5,662 SOLRED, S.A. 0 0 287 0 287 REPSOL YPF, S.A. 0 0 410 0 410 MATIAS CORTES DOMNGUEZ 4,960 0 0 0 4,960 UNICAJA 5 0 0 0 5 4) Purchase of goods 0 0 27,955 0 27,955 SOLRED 0 0 3,024 0 3,024 REPSOL DIRECTO 0 0 232 0 232 ALCOREC, S.L. 0 0 22 0 22 REPSOL CIAL. PROD. PETROLIFEROS, S.A. 0 0 3,346 0 3,346 REPSOL YPF LUBRICANTES Y ESPECIALIDADES, S.A. 0 0 15 0 15 GAS NATURAL SERVICIOS SDG 0 0 152 0 152 GAS NATURAL S.U.R SDG, S.A. 0 0 17 0 17 REPSOL BUTANO, S.A. 0 0 5 0 5 REPSOL YPF, S.A. 0 0 21,137 0 21,137 GAS NATURAL ANDALUCIA, S.A. 0 0 3 0 3 GAS NATURAL CANTABRIA SDG: 0 0 2 0 2 5) Other expenses 0 0 825 0 825 SOLRED, S.A. 0 0 820 0 820 REPSOL YPF 0 0 4 0 4 REPSOL DIRECTO, S.A. 0 0 0 0 0 REPSOL BUTANO, S.A. 0 0 1 0 1 TOTAL COSTS 10,074 0 30,364 0 40,438 6) Finance income 510 0 0 0 510 NOVACAIXAGALICIA 40 0 0 0 40 UNICAJA 470 0 0 0 470 7) Management or collaboration contracts 0 0 3,322 0 3,322 REPSOL COMERCIAL DE PRODUCTOS PETROLIFEROS, 0 0 1,002 0 1,002 S.A. REPSOL PETROLEO, S.A. 0 0 2,320 0 2,320 8) Leases 8 0 308 0 316 NOVACAIXAGALICIA 8 0 0 0 8 REPSOL YPF 0 0 163 0 163 SOCIEDAD CATALANA DE PETROLIS, S.A. 0 0 145 0 145 9) Services rendered 0 0 602 0 602 REPSOL YPF, S.A. 0 0 584 0 584 REPSOL PETROLEO,S.A. 0 0 18 0 18 10) Sale of goods (finished goods and work in 0 0 62,243 0 62,243 progress) REPSOL DIRECTO 0 0 62,243 0 62,243 11) Other income 0 0 95 0 95 REPSOL YPF, S.A. 0 0 9 0 9 CAMPSA ESTACIONES DE SERVICIO (CAMPSARED), 0 0 86 0 86 S.A. TOTAL INCOME 518 0 66,570 0 67,088 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 232 ANNUAL REPORT 2011
Accounting year 2010 (Thousands of euros) RELATED PARTY TRANSACTIONS Directors Related individuals, Other OTHER TRANSACTIONS FROM CONTINUING Significant and companies or Group related Total OPERATIONS shareholders executives entities parties 1) Financing agreements: loans and capital (202,584) 0 0 0 (202,584) contributions NOVACAIXAGALICIA (113,391) 0 0 0 (113,391) CAJA DE AVILA (BANKIA) 757 0 0 0 757 UNICAJA (56,654) 0 0 0 (56,654) CAJA MURCIA (MARE NOSTRUM) (34,254) 0 0 0 (34,254) BOARD OF DIRECTORS 958 0 0 0 958 2) Sale of items of PPE, intangible assets and 0 0 142,628 0 142,628 other assets REPSOL YPF 0 0 139,555 0 139,555 REPSOL PETROLEO 0 0 3,073 0 3,073 3) Repayment or cancellation of loans and 0 (88) 0 0 (88) finance lease contracts (lessee) SENIOR MANAGEMENT 0 (88) 0 0 (88) 4) Guarantees received 5,063 0 0 0 5,063 NOVACAIXAGALICIA 6,345 0 0 0 6,345 UNICAJA (1,282) 0 0 0 (1,282) 5) Other transactions 0 0 2,336 0 2,336 REPSOL DIRECTO 0 0 2,332 0 2,332 ASFI LIBIA CONSTRUCCIONES 0 0 4 0 4
Accounting year 2011 (Thousands of euros) BALANCES WITH RELATED PARTIES Directors Related individuals, Other OTHER BALANCES FROM CONTINUING Significant and companies or Group related Total OPERATIONS shareholders executives entities parties ). Financing agreements: loans and capital 212,403 0 0 0 212,403 contributions NCG BANCO, S.A. 98,764 0 0 0 98,764 CAJA DE AVILA (BANKIA) 17,830 0 0 0 17,830 UNICAJA 75,275 0 0 0 75,275 CAJA MURCIA (MARE NOSTRUM) 19,576 0 0 0 19,576 BOARD OF DIRECTORS 958 0 0 0 958 2.a. Sale of items of property, plant and 0 0 36,056 0 36,056 equipment, intangible assets and other assets REPSOL YPF, S.A. 0 0 36,056 0 36,056 2) Finance, loan and capital contribution 0 297 0 0 297 agreements (borrower) SENIOR MANAGEMENT 0 297 0 0 297 3) Guarantees received 78,173 0 0 0 78,173 NOVACAIXAGALICIA 36,975 0 0 0 36,975 UNICAJA 41,198 0 0 0 41,198 5) Other transactions 3,527 0 0 0 3,527 MATIAS CORTES DOMNGUEZ 3,527 0 0 0 3,527 ASFI LIBIA CONSTRUCCIONES 0 0 0 0 0 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 233
The transactions with related parties in 2011 are reported in greater detail below:
35.1. Financing agreements with related partie
The characteristics of the borrowings that the Sacyr Vallehermoso Groups had received at 31 December 2011 from related parties (NCG Banco, S.A., Caja Murcia, Caja Avila and Unicaja) are given below: (Thousands of euros) BALANCE AT 31/12/2011 NATURE INTEREST RATE MTRTY. GUARANTEES (thousands of euros) NCG BANCO, S.A. CREDIT LINES SOMAGUE INVESTIMIENTOS S.A. 17,250 EURIBOR 1M + 3.50 27-07-12 VARIOUS 4,695 EURIBOR + SPREAD 2012-2013 PLEDGE BACKED BY REPSOL LOANS ASOCIATED WITH SVPM 32,790 EURIBOR 1M + 3.50 31-01-15 SHARES AND OTHER ASSETS ASSETS MORTGAGE PROMISE AND VALLEHERMOSO DIVISIÓN 1,655 FIXED 4% 28-04-13 PLEDGE OF PURCHASE- PROMOC. SALE RIGHTS PROJECT FINANCING PAZO CONGRESOS VIGO 23,300 EURIBOR 1-3-6M +2.50 31-05-12 PROJECT VIASTUR 8,046 EURIBOR 6M + SPREAD 05-04-31 PROJECT VALLEHERMOSO DIVISIÓN MORTGAGE ON LAND AND MORTGAGE LOANS 11,028 EURIBOR + SPREAD 2015 - 2045 PROMOC. COMPLETED HOUSES NCG BANCO, S.A. 98,764 CAJA DE AVILA (BANKIA) CORPORATE LOAN SACYR VALLEHERMOSO S.A. 3,000 EURIBOR 12M + 1.50 20-07-15 LOANS ASOCIATED WITH VALLEHERMOSO DIVISIÓN LIMITED MORTGAGES ON 14,830 EURIBOR 3M + 2.50 20-07-15 ASSETS PROMOC. ASSETS CAJA DE AVILA (BANKIA) 17,830 UNICAJA [MULTIACCREDITED] CREDIT VARIOUS 17,464 EURIBOR 3M + 3.0 16-05-13 LINES CREDIT LINES VARIOUS 1,371 EURIBOR + SPREAD 2012-2013 PLEDGE BACKED BY REPSOL LOANS ASOCIATED WITH SVPM 4,684 EURIBOR 1M + 3.50 31-01-15 SHARES AND OTHER ASSETS ASSETS CORPORATE LOANS SACYR VALLEHERMOSO S.A. 16,700 EURIBOR 3M + 3.0 30-09-15 PROJECT FINANCING C.E. PATA DE MULO 2,249 15-12-16 PROJECT BIOMASS DRYING PLANTS 2,348 15-12-18 PROJECT BIOMASA DE PUENTE GENIL 3,123 20-05-17 PROJECT VALLEHERMOSO DIVISIÓN MORTGAGE ON LAND AND MORTGAGE LOANS 27,336 EURIBOR + SPREAD 2015 - 2043 PROMOC. COMPLETED HOUSES UNICAJA 75,275 CAJA MURCIA (MARE NOSTRUM) CREDIT LINE VALORIZA GESTIÓN 1,742 EURIBOR 3M + 2.75 06-04-12 PLEDGE BACKED BY REPSOL LOANS ASOCIATED WITH SVPM 8,900 EURIBOR 1M + 3.50 31-01-15 SHARES AND OTHER ASSETS ASSETS PROJECT FINANCING AUT. NOROESTE 1,174 EURIBOR 6M + SPREAD 31-01-23 PROJECT VALLEHERMOSO DIVISIÓN MORTGAGE LOANS 7,760 EURIBOR + SPREAD 05-08-15 MORTGAGES ON LAND PROMOC. CAJA MURCIA (MARE 19,576 NOSTRUM) TOTAL FINANCING RECEIVED 211,445 FROM RELATED ENTITIES WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 234 ANNUAL REPORT 2011
All of the borrowings are floating-rate credit facilities and loans made on market terms, referenced to the Euribor plus a spread. Interest is post-payable in accordance with its reset frequency, with is always at least once a year.
In aggregate terms, and owing to their specifc nature, the 46.3 million euros in borrowings of Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U., which holds the Group’s stake in Repsol YPF, fall due on 31 January 2015. The applicable interest rate is updated in accordance with the 6-month Euribor plus a margin of 350 basis points. The shares of Repsol, of Testa Inmuebles en Renta S.A., of Vallehermoso División Promoción S.A.U. and of Valoriza Gestión S.A.U. are pledged as a guarantee.
The 62.5 million euros in loans received by Vallehermoso División Promoción are backed by mortgage guarantees on the land and/or completed houses, by limited mortgages or by mortgage assets. The loans fall due between 2015 and 2045, and they are reviewed on the basis of the Euribor, to which a variable margin is added. The debt is eliminated with the sale of the asset, given that it is assumed by the purchaser.
Project fnancing (40.2 million euros) is scheduled in line with the repayment timetables permitted by the cash flows from the infrastructure and services concessions. The projects are long term, without recourse to shareholders, backed by the guarantee of the projects themselves and with an interest rate referenced to the Euribor plus a spread, which in many cases is linked to the debt service annual coverage ratio.
The remainder (62.2 million euros) is distributed between corporate loans and working-capital credit facilities.
35.2. Guarantees received
The details of the guarantees received by Sacyr Vallehermoso Group companies from related parties are as follows:
(Thousands of euros) COMPANY / BANK INDIVIDUAL LINE LIMIT DRAWN AVAILABLE COMPANY COMPANY COMPANY COMPANY UNICAJA 55,200 41,198 3,488 Vallehermoso Div.Promoción S.A 15,000 4,488 0 Sacyr 30,000 26,833 3,167 Ideyco 200 198 0 Valoriza Gestión 7,000 6,689 311 Valoriza Servicios Medioambientales 3,000 2,990 10 NOVACAIXAGALICIA 39,388 36,975 2,413 SACYR 12,000 10,335 1,665 VALORIZA GESTIÓN 2,000 1,758 242 SACYR CONCESIONES 1,000 494 506 Pazo de Congresos de Vigo, S.A 24,388 24,388 0 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 235
35.3. Contracts with related parties
The main contracts with related parties are as follows:
• Construcción Planta de Desmineralización y Ósmosis Inversa at the Repsol refnery in Cartagena for 14,839,479.96 euros, signed in 2008 and provisionally delivered in July 2011. This was the beginning of the contractual guarantee period --12 months from provisional delivery or a maximum of 24 months from the fnal delivery of the equipment. During this period, at the behest of the engineer or owner, work was carried out to repair, remedy, rebuild, replace, rectify and fx flaws or other defciencies.
• Construction of a run-off water treatment plant at the Repsol refnery in Cartagena for 17,003,643.54 euros, signed in 2008 and provisionally delivered in 2011. This was the beginning of the contractual guarantee period--18 months starting at provisional delivery. During this period all defects will be corrected and all instances of non-compliance detected by the contractor will be remedied, as quickly as possible after notice is given.
• Construction of the Repsol YPF Campus main offces. The initial contracts was for 126,675,813.72 euros. At 31 December 2011, extensions of the initial contract were signed for 51,428,669.80 euros. The scheduled date for the delivery of the entire project is April 2012, at which point the 12-month contractual guarantee period will begin. During this period all defects will be corrected and all instances of non-compliance detected by the contractor will be remedied, as quickly as possible after notice is given. In addition, guarantees in the amount of 19,001,372.10 euros were furnished.
• Sacyr Vallehermoso, S.A, has signed a consultancy contract with the law frm of Luis Javier Cortés, a related party of Matías Cortés (director of Sacyr Vallehermoso), for 80,000 euros a month.
• In addition, the Company has contracted consultancy work on the refnancing of the loan of Sacyr Vallehermoso Participaciones Mobiliarias, S.L. and for the sale of Repsol YPF, S.A. with Tescor Profesionales Asociados, S.L., a related party of Matías Cortés (director of Sacyr Vallehermoso), for the amount of 4,000,000 euros in 2011.
35.4. Other information
In 2011, no value adjustments were made on uncollectible debts relating to amounts included in the outstanding balances and in expenditure recognised in the year regarding related-party borrowings.
36. Events after the reporting date
The most signifcant events occurring subsequent to 31 December 2011, in chronological order, were as follows: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 236 ANNUAL REPORT 2011
• On 10 January 2012, Sacyr Vallehermoso. via its subsidiary Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U., received from REPSOL YPF, S.A. a 0.5775 euro per share gross dividend, generating total net income of 70.57 million euros.
• On 31 January 2012, Sacyr Vallehermoso signed an agreement on the early cancellation of the shareholders’ agreement signed with Petróleos Mexicanos (PEMEX) on 29 August 2011, to jointly regulate the two companies’ shareholdings in REPSOL YPF. Therefore, as of that date, said shareholders’ agreement is deemed terminated and discharged by both parties.
• On 1 March 2012, NCG Banco, S.A., has appointed Fernando Vázquez de Lapuerta as its natural-person representative on the Board of Directors of Sacyr Vallehermoso, S.A., replacing María Victoria Vázquez Sacristán.
• On 12 March 2012 the core shareholder of Sacyr Vallehermoso, Participaciones Agrupadas, S.R.L. with a 12.276% interest in our share capital, announced, through a signifcant event notifed to the National Securities market Commission (CNMV), the renewal of the syndication agreement, for one more year, regarding Sacyr Vallehermoso’s shares held by the different members of the syndicate.
• On 20 March 2012, approval was received on the request to delist the ordinary shares representing Sacyr Vallehermoso, S.A., from trading on Euronext Lisbon. The resolution on this delisting was carried out by our Board of Directors at a meeting held on 3 June 2011. The shares will be delisted on Euronext Lisbon starting on 10 April 2012. In order to protect the interests of the shareholders of our company whose shares are traded on that market, Sacyr Vallehermoso has contracted the fnancial services of Banco Espírito Santo de Investimento, S.A. in order for it to execute a permanent purchase order on all of the shares traded on Euronext Lisbon. The order will remain in effect from 22 March 2012 until 5 April 2012, both dates inclusive. The strike price, which will vary in each session, will be the higher of (i) the average price of the trading session on the preceding day on the Madrid Stock Market, and (ii) the opening price of the trading session for the day on the Madrid Stock Market. After all transactions carried out through 5 April have been settled, the registration of Sacyr Vallehermoso’s shares in the Interbolsa (Portugal) central securities system will be cancelled and said shares will be transferred to the Spanish registration system (Iberclear).
In the Group’s Construction division, the following signifcant events occurred after the reporting date:
• In early 2012, a consortium formed, among others, by the companies of the Sacyr Group and Cavosa, was awarded the contract for construction work relative to the trackbed of the north- northeast corridor of the AVE high-speed train from Madrid to Galicia, in the “Campobecerros- Portocamba” stretch, for 71.4 million euros.
• Also in early 2012, Sacyr was awarded a contract to construct 168 houses in Hospitalet del Llobregat (Barcelona), for 9.86 million euros.
• Construction of an industrial warehouse in the province of Madrid for 8.71 million euros. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 237
In the Services division, headed by Valoriza Gestión, the most signifcant events since the 2011 reporting date were as follows:
• Valoriza Conservación was awarded a contract for the maintenance and upkeep of highway A-44, sectors 1 and 4, in the province of Jaén, for 12.5 million euros.
• Valoriza Facilities was awarded a contract for the cleaning of the central services offces of AENA, and of the airports in Palma de Mallorca and Vigo, for 9.8 million euros over a two-year period.
• Valoriza Facilities was awarded a contract to perform maintenance on and energy services for the public lighting equipment as well as municipal services in Sevilla la Nueva (Madrid), for 6.3 million euros over a 15-year period.
• Valoriza Conservación was awarded a contract on the emergency work on highway N-230, from kilometre point 157+040 to kilometre point 163, in the province of Lleida, for 3 million euros.
• Valoriza Facilities was awarded a contract for cleaning services in teaching centres in Hospitales de Llobregat (Barcelona), for 2.1 million euros over a one-year period.
In the Property Management division, headed by Testa Inmuebles en Renta, the most notable events since the 2011 reporting date are as follows:
• In late February 2012, Testa Inmuebles en Renta sold the offce building located at Paseo de Gracia 56 in Barcelona. The building has 8,212 m2 of aboveground space as well as 960 m2 of underground space occupied by 32 parking spaces. The amount received for the property is equivalent to 1.2% of total asset valuation. The sale price was 53,512,000 euros, generating a pre- tax proft of approximately 21.7 million euros.
37. Environmental issues
In line with its environmental policy, the Group has a number of ongoing activities and projects to ensure compliance with environmental legislation. Regarding contingencies in the environmental area, the Group considers that these are adequately covered by the civil liability insurance policies outstanding, and it has therefore set aside no provision for this item in the consolidated statement of fnancial position at 31 December 2010 and 2011.
38. Audit fees
Audit fees paid to all the auditors of the Parent company and its subsidiaries in the consolidation scope in 2011 amounted to 1,890 thousand euros, compared with 1,952 thousand euros in 2010. Of these amounts, Ernst & Young received 1,613 thousand and 1,764 thousand euros in the two years.
The Group’s auditors also invoiced the Group 450 thousand euros in 2010 and 796 thousand WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 238 ANNUAL REPORT 2011
euros in 2011 for other work unrelated to audit or audit advisory services.
The amounts paid to Ernst & Young made up less than 1% of its revenue.
39. Personnel
The average number of employees by gender and professional category in 2011 and 2010 was as follows:
2011 2010 Average number of employees Women Men Women Men University graduates 544 1,174 543 1,245 Other qualified employees 361 678 374 742 Skilled technicians 164 2,025 183 2,278 Administrative staff 1,197 736 1,196 764 Other 4,275 9,268 4,364 8,525 TOTAL 6,541 13,881 6,660 13,554
At 31 December 2011, of the total headcount, 13,589 employees were assigned to Spain (14,013 in 2010) and 188 were directors or senior management (195 in 2010) including 7 women (9 in 2010).
The number of employees by gender and professional category at 31 December 2011 and 2010 was as follows:
2011 2010 Employees at year-end Women Men Women Men University graduates 520 1,158 562 1,231 Other qualified employees 354 648 382 738 Skilled technicians 153 1,795 166 2,246 Administrative staff 1,250 668 1,213 806 Other 4,305 9,811 4,019 10,016 TOTAL 6,582 14,080 6,342 15,037
The detail of employee benefts expense incurred by the Group in 2011 and 2010 is as follows:
(Thousands of euros) 2011 2010 Wages, salaries and similar expenses 585,299 573,865 Social security costs, et al. 153,613 159,698 TOTAL 738,912 733,563
“Wages, salaries and similar expenses” for senior management and directors in 2011 totalled 35,065 thousand euros (38,310 thousand euros in 2010), and “Social security costs” were 3,100 thousand euros (3,236 thousand euros in 2010). WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 239
As indicated in Note 21.1 subsidiaries Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. and Empresa Mixta de Aguas de Las Palmas, S.A. have pension plans for their employees.
40. Segment information
The Group is managed through a structure based around the following operating segments:
- Holding company: the Group’s corporate structure represented by its holding company, Sacyr Vallehermoso, S.A.
- Construcción (Sacyr Group and Somague Group): the civil engineering and building business in Spain, Portugal, Italy, Angola, Panama, Chile, Cape Verde, Costa Rica, Mexico and Ireland.
- Concessions (Sacyr Concesiones Group): motorway, transport hub, airport and hospital concession business.
- Services (Valoriza Group): multi-services business.
- Residential development (Vallehermoso Group): residential property development business.
- Rental property (Testa Group): rental property business.
- Repsol: 10.01% of Repsol (20.01% in 2010) and its Parent, Sacyr Vallehermoso Participaciones Mobiliarias S.L.U.
The segment information also includes a column for “Consolidation adjustments”.
The Group identifed these segments based on the following factors:
- The businesses engage in similar economic activities.
- The provision of consolidated fnancial statements, for users, with the relevant fnancial information on the activities of the Group’s businesses and the economic environments in which it operates.
The Group’s management regularly reviews the operating results of the segments individually in order to make decisions on allocating resources and assess results and performance. Operating segments are assessed based on their operating income.
The tables below show the separate consolidated income statement and the consolidated statement of fnancial position for each of the Group’s operating segments in 2010 and 2011, in thousands of euros. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 240 ANNUAL REPORT 2011
Accounting year 2010 (Thousands of euros)(Restated)* HOLDING PROPERTY PROPERTY CONSOLIDATION ASSETS CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) NON-CURRENT ASSETS 3,047,810 574,590 2,111,734 1,051,920 110,131 7,090,188 3,788,903 (3,187,183) 14,588,093 I. Property, plant and equipment 7,145 256,851 5,267 352,768 2,453 0 220 0 624,704 II. Concession projects 0 148,823 1,051,930 392,130 0 0 134,317 (80,749) 1,646,451 III. Investment properties 0 0 0 0 53,677 0 2,803,359 (202,573) 2,654,463 IV. Other intangible assets 1,814 1,447 172 12,617 0 0 0 0 16,050 V. Goodwill 0 26,802 0 117,441 0 0 0 21,906 166,149 VI. Investments accounted for using the equity method 0 15,055 126,613 30,780 7,152 7,057,476 3,958 596,188 7,837,222 VII. Receivables from concessions 0 35,999 768,491 85,471 0 0 0 0 889,961 VIII. Non-current financial assets 2,702,849 62,599 76,684 27,585 2,433 0 843,804 (3,521,705) 194,249 IX. Deferred tax assets 336,002 27,014 81,797 21,942 37,819 32,712 3,245 (250) 540,281 X Other non-current assets 0 0 780 11,186 6,597 0 0 0 18,563 B) CURRENT ASSETS 2,131,077 3,544,930 616,675 686,806 1,933,458 273,179 243,381 (2,904,504) 6,525,002 I. Non-current assets held for sale 311,702 0 311,702 0 0 0 0 (311,702) 311,702 II. Inventories 972 410,224 71 13,055 1,830,499 0 0 255,756 2,510,577 III. Trade and other receivables 57,390 1,996,693 130,048 476,405 49,873 144,883 28,328 (587,364) 2,296,256 IV. Receivables from concessions 0 1,056 80,612 6,934 0 0 0 0 88,602 V. Current financial assets 1,759,386 677,732 15,340 14,013 6,290 128,255 1,310 (2,138,080) 464,246 VI. Derivative financial instruments 0 0 0 0 0 0 0 0 0 VII. Cash and cash equivalents 719 373,928 78,902 91,102 45,231 41 213,743 (19,951) 783,715 VIII. Other current assets 908 85,297 0 85,297 1,565 0 0 (103,163) 69,904 TOTAL ASSETS 5.178.887 4,119,520 2,728,409 1,738,726 2,043,589 7,363,367 4,032,284 (6,091,687) 21,113,095
HOLDING PROPERTY PROPERTY CONSOLIDATION LIABILITIES CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) EQUITY 2,043,969 790,488 165,549 351,078 98,021 799,728 1,287,955 (1,745,635) 3,791,153 ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT 2,043,969 767,914 150,584 324,145 92,098 799,728 1,282,145 (1,750,179) 3,710,404 NET EQUITY ATTRIBUTABLE TO NON-CONTROLLING 0 22,574 14,965 26,933 5,923 0 5,810 4,544 80,749 INTERESTS B) NON-CURRENT LIABILITIES 1,140,085 385,799 1,895,970 572,796 564,558 0 2,567,885 (1,504,513) 5,622,580 I. Deferred income 0 32,555 92,600 19,698 34 0 10,722 0 155,609 II. Provision for contingencies and expenses 995 13,470 8,138 35,686 59,833 0 5,561 0 123,683 III. Interest-bearing loans and borrowings 148,163 190,944 1,057,308 383,461 261,687 0 2,506,468 (65,676) 4,482,355 IV. Non-current trade and other payables 931,907 140,200 582,541 100,646 221,299 0 28,709 (1,606,344) 398,958 V. Derivative financial instruments 0 128 114,273 18,523 0 0 5,559 (129) 138,354 VI. Deferred tax liabilities 59,020 8,502 39,710 14,782 21,705 0 10,866 167,618 322,203 VII. Non-current payables to associates 0 0 1,400 0 0 0 0 18 1,418 C) CURRENT LIABILITIES 1,994,833 2,943,233 666,890 814,852 1,381,010 6,563,639 176,444 (2,841,539) 11,699,362 I. Interest-bearing loans and borrowings 741,826 231,061 190,181 299,164 1,090,705 5,075,093 132,831 (678) 7,760,183 II. Trade and other payables 273,893 2,490,277 155,327 388,845 235,788 (2,002) 29,075 21,214 3,592,417 III. Current payables to associates 957,814 95,385 308,140 107,682 30,348 1,379,504 9,850 (2,859,198) 29,525 IV. Derivative financial instruments 0 1,013 13,242 3,885 0 109,040 3,613 (704) 130,089 V. Trade provisions 21,300 125,497 0 15,276 24,169 0 906 0 187,148 VI. Other current liabilities 0 0 0 0 0 2,004 169 (2,173) 0 TOTAL LIABILITIES 5.178.887 4,119,520 2,728,409 1,738,726 2,043,589 7,363,367 4,032,284 (6,091,687) 21,113,095
(*) As explained in Note 3, the audited consolidated fnancial statements at 31 December 2010 have been restated. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 241
Accounting year 2010 (Thousands of euros)(Restated)* HOLDING PROPERTY PROPERTY CONSOLIDATION ASSETS CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) NON-CURRENT ASSETS 3,047,810 574,590 2,111,734 1,051,920 110,131 7,090,188 3,788,903 (3,187,183) 14,588,093 I. Property, plant and equipment 7,145 256,851 5,267 352,768 2,453 0 220 0 624,704 II. Concession projects 0 148,823 1,051,930 392,130 0 0 134,317 (80,749) 1,646,451 III. Investment properties 0 0 0 0 53,677 0 2,803,359 (202,573) 2,654,463 IV. Other intangible assets 1,814 1,447 172 12,617 0 0 0 0 16,050 V. Goodwill 0 26,802 0 117,441 0 0 0 21,906 166,149 VI. Investments accounted for using the equity method 0 15,055 126,613 30,780 7,152 7,057,476 3,958 596,188 7,837,222 VII. Receivables from concessions 0 35,999 768,491 85,471 0 0 0 0 889,961 VIII. Non-current financial assets 2,702,849 62,599 76,684 27,585 2,433 0 843,804 (3,521,705) 194,249 IX. Deferred tax assets 336,002 27,014 81,797 21,942 37,819 32,712 3,245 (250) 540,281 X Other non-current assets 0 0 780 11,186 6,597 0 0 0 18,563 B) CURRENT ASSETS 2,131,077 3,544,930 616,675 686,806 1,933,458 273,179 243,381 (2,904,504) 6,525,002 I. Non-current assets held for sale 311,702 0 311,702 0 0 0 0 (311,702) 311,702 II. Inventories 972 410,224 71 13,055 1,830,499 0 0 255,756 2,510,577 III. Trade and other receivables 57,390 1,996,693 130,048 476,405 49,873 144,883 28,328 (587,364) 2,296,256 IV. Receivables from concessions 0 1,056 80,612 6,934 0 0 0 0 88,602 V. Current financial assets 1,759,386 677,732 15,340 14,013 6,290 128,255 1,310 (2,138,080) 464,246 VI. Derivative financial instruments 0 0 0 0 0 0 0 0 0 VII. Cash and cash equivalents 719 373,928 78,902 91,102 45,231 41 213,743 (19,951) 783,715 VIII. Other current assets 908 85,297 0 85,297 1,565 0 0 (103,163) 69,904 TOTAL ASSETS 5.178.887 4,119,520 2,728,409 1,738,726 2,043,589 7,363,367 4,032,284 (6,091,687) 21,113,095
HOLDING PROPERTY PROPERTY CONSOLIDATION LIABILITIES CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) EQUITY 2,043,969 790,488 165,549 351,078 98,021 799,728 1,287,955 (1,745,635) 3,791,153 ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT 2,043,969 767,914 150,584 324,145 92,098 799,728 1,282,145 (1,750,179) 3,710,404 NET EQUITY ATTRIBUTABLE TO NON-CONTROLLING 0 22,574 14,965 26,933 5,923 0 5,810 4,544 80,749 INTERESTS B) NON-CURRENT LIABILITIES 1,140,085 385,799 1,895,970 572,796 564,558 0 2,567,885 (1,504,513) 5,622,580 I. Deferred income 0 32,555 92,600 19,698 34 0 10,722 0 155,609 II. Provision for contingencies and expenses 995 13,470 8,138 35,686 59,833 0 5,561 0 123,683 III. Interest-bearing loans and borrowings 148,163 190,944 1,057,308 383,461 261,687 0 2,506,468 (65,676) 4,482,355 IV. Non-current trade and other payables 931,907 140,200 582,541 100,646 221,299 0 28,709 (1,606,344) 398,958 V. Derivative financial instruments 0 128 114,273 18,523 0 0 5,559 (129) 138,354 VI. Deferred tax liabilities 59,020 8,502 39,710 14,782 21,705 0 10,866 167,618 322,203 VII. Non-current payables to associates 0 0 1,400 0 0 0 0 18 1,418 C) CURRENT LIABILITIES 1,994,833 2,943,233 666,890 814,852 1,381,010 6,563,639 176,444 (2,841,539) 11,699,362 I. Interest-bearing loans and borrowings 741,826 231,061 190,181 299,164 1,090,705 5,075,093 132,831 (678) 7,760,183 II. Trade and other payables 273,893 2,490,277 155,327 388,845 235,788 (2,002) 29,075 21,214 3,592,417 III. Current payables to associates 957,814 95,385 308,140 107,682 30,348 1,379,504 9,850 (2,859,198) 29,525 IV. Derivative financial instruments 0 1,013 13,242 3,885 0 109,040 3,613 (704) 130,089 V. Trade provisions 21,300 125,497 0 15,276 24,169 0 906 0 187,148 VI. Other current liabilities 0 0 0 0 0 2,004 169 (2,173) 0 TOTAL LIABILITIES 5.178.887 4,119,520 2,728,409 1,738,726 2,043,589 7,363,367 4,032,284 (6,091,687) 21,113,095
(*) As explained in Note 3, the audited consolidated fnancial statements at 31 December 2010 have been restated. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 242 ANNUAL REPORT 2011
Accounting year 2010 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION SEPARATE INCOME STATEMENT CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS Revenue 43,784 2,819,160 533,925 1,000,402 783,180 0 249,911 (609,919) 4,820,443 Cifra de negocios con terceros 0 2,426,091 423,079 496,487 780,269 (107,599) 249,911 552,205 4,820,443 Cifra de negocios con empresas del grupo 43,784 393,069 110,846 503,915 2,911 107,599 0 (1,162,124) 0 Own work capitalised 0 3,997 0 28,035 1,072 0 800 17,826 51,730 Other operating income 53,244 201,055 5,748 27,976 16,211 0 1,915 (71,702) 234,447 Government grants released to the income statement 116 0 3,135 6,216 0 0 0 0 9,467 OPERATING INCOME 97,144 3,024,212 542,808 1,062,629 800,463 0 252,626 (663,795) 5,116,087 Change in inventories 0 (41,490) 0 (1,658) (536,876) 0 0 (101,739) (681,763) Supplies 0 (1,519,314) (361) (450,756) (265,874) 0 0 232,587 (2,003,718) Employee benefits expenses (21,622) (352,673) (13,160) (327,310) (13,948) 0 (5,302) 452 (733,563) Gain/(loss) on disposal of assets 0 0 0 0 (59) 0 0 0 (59) Depreciation and amortisation expense (3,706) (39,340) (23,832) (46,648) (2,565) 0 (44,618) (3,656) (164,365) Impairment of goodwill 0 0 0 0 0 0 0 0 0 Change in trade provisions 8,300 (33,273) 1,037 (13,951) 24,832 0 2,341 0 (10,714) Change in provisions for intangible assets, PP&E and securities portfolio 0 0 0 34 0 0 (3,005) 0 (2,971) Other operating expenses (80,474) (939,975) (462,825) (133,603) (37,297) (176) (50,566) 579,489 (1,125,427) TOTAL OPERATING EXPENSES (97,502) (2,926,065) (499,141) (973,892) (831,787) (176) (101,150) 707,133 (4,722,580) OPERATING PROFIT/(LOSS) (358) 98,147 43,667 88,737 (31,324) (176) 151,476 43,338 393,507 PROFIT/(LOSS) OF ASSOCIATES 0 785 (24,411) 1,973 (17) 298,243 (555) (2,389) 273,629 NET GAIN/(LOSS) ON DISPOSAL OF ASSETS (15) 469 37 (2,089) (628) 0 0 0 (2,226) Revenue from equity investments 21,227 0 0 0 0 0 0 (21,227) 0 Revenue from other marketable securities and asset-backed loans 70,658 682 1,795 740 16 71 0 (61,590) 12,372 Other interest and similar income 0 32,624 2,275 6,522 1,529 0 23,912 (44,511) 22,351 Exchange gains/(losses) 312 2,934 29 0 0 0 0 (179) 3,096 FINANCE INCOME 92,197 36,240 4,099 7,262 1,545 71 23,912 (127,507) 37,819 Finance and similar expenses (81,331) (34,994) (62,633) (41,792) (46,235) (285,413) (83,307) 106,131 (529,574) Change in provisions for financial investments (3,471) (1,750) 0 120 0 0 0 2,775 (2,326) Net finance costs taken to investments 0 2,232 7,753 4,020 5,725 0 0 (2,232) 17,498 Change in value of financial instruments at fair value through profit or loss 0 0 21 0 0 0 0 0 21 Exchange gains/(losses) 0 0 0 (179) 0 0 0 179 0 FINANCE COSTS (84,802) (34,512) (54,859) (37,831) (40,510) (285,413) (83,307) 106,853 (514,381) NET FINANCE INCOME/(COSTS) 7,395 1,728 (50,760) (30,569) (38,965) (285,342) (59,395) (20,654) (476,562) CONSOLIDATED PROFIT BEFORE TAX 7,022 101,129 (31,467) 58,052 (70,934) 12,725 91,526 20,295 188,348 Income tax 3,864 (26,960) 1,154 (15,200) 23,891 85,656 (30,234) (12,021) 30,150 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS 10,886 74,169 (30,313) 42,852 (47,043) 98,381 61,292 8,274 218,498 PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 3,375 0 (11,335) 0 0 0 0 0 (7,960) CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR 14,261 74,169 (41,648) 42,852 (47,043) 98,381 61,292 8,274 210,538 NON-CONTROLLING INTERESTS 0 2,514 2,448 (3,204) (7,619) 0 (186) (77) (6,124) EQUITY HOLDER OF THE PARENT 14,261 76,683 (39,200) 39,648 (54,662) 98,381 61,106 8,197 204,414 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 243
Accounting year 2010 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION SEPARATE INCOME STATEMENT CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS Revenue 43,784 2,819,160 533,925 1,000,402 783,180 0 249,911 (609,919) 4,820,443 Cifra de negocios con terceros 0 2,426,091 423,079 496,487 780,269 (107,599) 249,911 552,205 4,820,443 Cifra de negocios con empresas del grupo 43,784 393,069 110,846 503,915 2,911 107,599 0 (1,162,124) 0 Own work capitalised 0 3,997 0 28,035 1,072 0 800 17,826 51,730 Other operating income 53,244 201,055 5,748 27,976 16,211 0 1,915 (71,702) 234,447 Government grants released to the income statement 116 0 3,135 6,216 0 0 0 0 9,467 OPERATING INCOME 97,144 3,024,212 542,808 1,062,629 800,463 0 252,626 (663,795) 5,116,087 Change in inventories 0 (41,490) 0 (1,658) (536,876) 0 0 (101,739) (681,763) Supplies 0 (1,519,314) (361) (450,756) (265,874) 0 0 232,587 (2,003,718) Employee benefits expenses (21,622) (352,673) (13,160) (327,310) (13,948) 0 (5,302) 452 (733,563) Gain/(loss) on disposal of assets 0 0 0 0 (59) 0 0 0 (59) Depreciation and amortisation expense (3,706) (39,340) (23,832) (46,648) (2,565) 0 (44,618) (3,656) (164,365) Impairment of goodwill 0 0 0 0 0 0 0 0 0 Change in trade provisions 8,300 (33,273) 1,037 (13,951) 24,832 0 2,341 0 (10,714) Change in provisions for intangible assets, PP&E and securities portfolio 0 0 0 34 0 0 (3,005) 0 (2,971) Other operating expenses (80,474) (939,975) (462,825) (133,603) (37,297) (176) (50,566) 579,489 (1,125,427) TOTAL OPERATING EXPENSES (97,502) (2,926,065) (499,141) (973,892) (831,787) (176) (101,150) 707,133 (4,722,580) OPERATING PROFIT/(LOSS) (358) 98,147 43,667 88,737 (31,324) (176) 151,476 43,338 393,507 PROFIT/(LOSS) OF ASSOCIATES 0 785 (24,411) 1,973 (17) 298,243 (555) (2,389) 273,629 NET GAIN/(LOSS) ON DISPOSAL OF ASSETS (15) 469 37 (2,089) (628) 0 0 0 (2,226) Revenue from equity investments 21,227 0 0 0 0 0 0 (21,227) 0 Revenue from other marketable securities and asset-backed loans 70,658 682 1,795 740 16 71 0 (61,590) 12,372 Other interest and similar income 0 32,624 2,275 6,522 1,529 0 23,912 (44,511) 22,351 Exchange gains/(losses) 312 2,934 29 0 0 0 0 (179) 3,096 FINANCE INCOME 92,197 36,240 4,099 7,262 1,545 71 23,912 (127,507) 37,819 Finance and similar expenses (81,331) (34,994) (62,633) (41,792) (46,235) (285,413) (83,307) 106,131 (529,574) Change in provisions for financial investments (3,471) (1,750) 0 120 0 0 0 2,775 (2,326) Net finance costs taken to investments 0 2,232 7,753 4,020 5,725 0 0 (2,232) 17,498 Change in value of financial instruments at fair value through profit or loss 0 0 21 0 0 0 0 0 21 Exchange gains/(losses) 0 0 0 (179) 0 0 0 179 0 FINANCE COSTS (84,802) (34,512) (54,859) (37,831) (40,510) (285,413) (83,307) 106,853 (514,381) NET FINANCE INCOME/(COSTS) 7,395 1,728 (50,760) (30,569) (38,965) (285,342) (59,395) (20,654) (476,562) CONSOLIDATED PROFIT BEFORE TAX 7,022 101,129 (31,467) 58,052 (70,934) 12,725 91,526 20,295 188,348 Income tax 3,864 (26,960) 1,154 (15,200) 23,891 85,656 (30,234) (12,021) 30,150 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS 10,886 74,169 (30,313) 42,852 (47,043) 98,381 61,292 8,274 218,498 PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 3,375 0 (11,335) 0 0 0 0 0 (7,960) CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR 14,261 74,169 (41,648) 42,852 (47,043) 98,381 61,292 8,274 210,538 NON-CONTROLLING INTERESTS 0 2,514 2,448 (3,204) (7,619) 0 (186) (77) (6,124) EQUITY HOLDER OF THE PARENT 14,261 76,683 (39,200) 39,648 (54,662) 98,381 61,106 8,197 204,414 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 244 ANNUAL REPORT 2011
Accounting year 2011 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION ASSETS CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) NON-CURRENT ASSETS 5,068,558 531,535 2,245,996 1,043,108 101,699 3,470,720 3,769,081 (5,435,376) 10,795,321 I. Property, plant and equipment 5,685 265,270 5,660 325,482 2,272 0 0 0 604,369 II. Concession projects 0 80,034 995,307 407,074 0 0 111,980 0 1,594,395 III. Investment properties 0 0 0 0 51,876 0 2,782,420 (210,690) 2,623,606 IV. Other intangible assets 1,089 902 138 12,853 0 0 0 0 14,982 V. Goodwill 0 26,802 0 117,388 0 0 0 0 144,190 VI. Investments accounted for using the equity method 0 14,875 89,023 38,316 5,342 3,470,720 3,914 (5,512) 3,616,678 VII. Receivables from concessions 0 22,262 891,723 79,039 0 0 6,371 24,782 1,024,177 VIII. Non-current financial assets 4,436,825 106,310 95,244 30,069 1,292 0 859,756 (5,250,316) 279,180 IX. Deferred tax assets 624,959 14,485 168,121 22,089 39,873 0 4,640 6,360 880,527 X Other non-current assets 0 595 780 10,798 1,044 0 0 0 13,217 B) CURRENT ASSETS 341,067 3,493,745 629,745 720,965 1,735,462 444,663 154,432 (1,605,054) 5,915,025 I. Non-current assets held for sale 0 0 319,793 0 0 0 0 0 319,793 II. Inventories 997 397,903 265 9,623 1,657,132 0 0 256,080 2,322,000 III. Trade and other receivables 85,226 1,982,030 98,434 549,291 46,979 367,505 26,056 (802,526) 2,352,995 IV. Receivables from concessions 0 0 96,956 3,093 0 0 0 0 100,049 V. Current financial assets 242,793 793,179 31,240 22,637 7,371 70,575 1,546 (1,004,367) 164,974 VI. Derivative financial instruments 0 0 0 77 0 0 0 0 77 VII. Cash and cash equivalents 12,051 261,453 83,057 77,064 21,535 1,737 126,830 693 584,420 VIII. Other current assets 0 59,180 0 59,180 2,445 4,846 0 (54,934) 70,717 TOTAL ASSETS 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346
HOLDING PROPERTY PROPERTY CONSOLIDATION LIABILITIES CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) EQUITY 1,957,733 903,560 51,776 374,392 4,554 57,415 1,297,667 (2,098,816) 2,548,281 ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT 1,957,733 888,959 54,309 347,363 (72) 57,415 1,297,611 (2,102,389) 2,500,929 NET EQUITY ATTRIBUTABLE TO NON-CONTROLLING 0 14,601 (2,533) 27,029 4,626 0 56 3,573 47,352 INTERESTS B) NON-CURRENT LIABILITIES 1,513,462 295,558 2,171,925 509,633 635,704 3,789,711 2,465,114 (3,085,492) 8,295,615 I. Deferred income 0 25,652 27,979 19,131 34 0 232 0 73,028 II. Provision for contingencies and expenses 1,715 12,580 24,249 43,549 65,344 0 9,329 25 156,791 III. Interest-bearing loans and borrowings 528,153 113,966 1,158,143 340,719 340,447 2,361,620 2,401,681 20,440 7,265,169 IV. Non-current trade and other payables 940,687 141,772 712,752 64,478 219,191 1,428,091 30,853 (3,097,762) 440,062 V. Derivative financial instruments 0 0 201,010 28,341 0 0 11,944 0 241,295 VI. Deferred tax liabilities 42,907 1,521 46,305 13,415 10,688 0 11,075 (8,214) 117,697 VII. Non-current payables to associates 0 67 1,487 0 0 0 0 19 1,573 C) CURRENT LIABILITIES 1,938,430 2,826,162 652,040 880,048 1,196,903 68,257 160,732 (1,856,122) 5,866,450 I. Interest-bearing loans and borrowings 250,992 334,268 311,146 225,458 989,506 64,527 138,903 171 2,314,971 II. Trade and other payables 200,474 2,326,920 257,653 336,942 192,910 2,002 10,703 (22,650) 3,304,954 III. Current payables to associates 1,409,964 56,956 71,520 296,797 14,487 1,728 8,550 (1,833,570) 26,432 IV. Derivative financial instruments 0 0 11,721 3,487 0 0 1,878 0 17,086 V. Trade provisions 77,000 108,018 0 17,364 0 0 625 0 203,007 VI. Other current liabilities 0 0 0 0 0 0 73 (73) 0 TOTAL LIABILITIES 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 245
Accounting year 2011 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION ASSETS CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) NON-CURRENT ASSETS 5,068,558 531,535 2,245,996 1,043,108 101,699 3,470,720 3,769,081 (5,435,376) 10,795,321 I. Property, plant and equipment 5,685 265,270 5,660 325,482 2,272 0 0 0 604,369 II. Concession projects 0 80,034 995,307 407,074 0 0 111,980 0 1,594,395 III. Investment properties 0 0 0 0 51,876 0 2,782,420 (210,690) 2,623,606 IV. Other intangible assets 1,089 902 138 12,853 0 0 0 0 14,982 V. Goodwill 0 26,802 0 117,388 0 0 0 0 144,190 VI. Investments accounted for using the equity method 0 14,875 89,023 38,316 5,342 3,470,720 3,914 (5,512) 3,616,678 VII. Receivables from concessions 0 22,262 891,723 79,039 0 0 6,371 24,782 1,024,177 VIII. Non-current financial assets 4,436,825 106,310 95,244 30,069 1,292 0 859,756 (5,250,316) 279,180 IX. Deferred tax assets 624,959 14,485 168,121 22,089 39,873 0 4,640 6,360 880,527 X Other non-current assets 0 595 780 10,798 1,044 0 0 0 13,217 B) CURRENT ASSETS 341,067 3,493,745 629,745 720,965 1,735,462 444,663 154,432 (1,605,054) 5,915,025 I. Non-current assets held for sale 0 0 319,793 0 0 0 0 0 319,793 II. Inventories 997 397,903 265 9,623 1,657,132 0 0 256,080 2,322,000 III. Trade and other receivables 85,226 1,982,030 98,434 549,291 46,979 367,505 26,056 (802,526) 2,352,995 IV. Receivables from concessions 0 0 96,956 3,093 0 0 0 0 100,049 V. Current financial assets 242,793 793,179 31,240 22,637 7,371 70,575 1,546 (1,004,367) 164,974 VI. Derivative financial instruments 0 0 0 77 0 0 0 0 77 VII. Cash and cash equivalents 12,051 261,453 83,057 77,064 21,535 1,737 126,830 693 584,420 VIII. Other current assets 0 59,180 0 59,180 2,445 4,846 0 (54,934) 70,717 TOTAL ASSETS 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346
HOLDING PROPERTY PROPERTY CONSOLIDATION LIABILITIES CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS A) EQUITY 1,957,733 903,560 51,776 374,392 4,554 57,415 1,297,667 (2,098,816) 2,548,281 ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT 1,957,733 888,959 54,309 347,363 (72) 57,415 1,297,611 (2,102,389) 2,500,929 NET EQUITY ATTRIBUTABLE TO NON-CONTROLLING 0 14,601 (2,533) 27,029 4,626 0 56 3,573 47,352 INTERESTS B) NON-CURRENT LIABILITIES 1,513,462 295,558 2,171,925 509,633 635,704 3,789,711 2,465,114 (3,085,492) 8,295,615 I. Deferred income 0 25,652 27,979 19,131 34 0 232 0 73,028 II. Provision for contingencies and expenses 1,715 12,580 24,249 43,549 65,344 0 9,329 25 156,791 III. Interest-bearing loans and borrowings 528,153 113,966 1,158,143 340,719 340,447 2,361,620 2,401,681 20,440 7,265,169 IV. Non-current trade and other payables 940,687 141,772 712,752 64,478 219,191 1,428,091 30,853 (3,097,762) 440,062 V. Derivative financial instruments 0 0 201,010 28,341 0 0 11,944 0 241,295 VI. Deferred tax liabilities 42,907 1,521 46,305 13,415 10,688 0 11,075 (8,214) 117,697 VII. Non-current payables to associates 0 67 1,487 0 0 0 0 19 1,573 C) CURRENT LIABILITIES 1,938,430 2,826,162 652,040 880,048 1,196,903 68,257 160,732 (1,856,122) 5,866,450 I. Interest-bearing loans and borrowings 250,992 334,268 311,146 225,458 989,506 64,527 138,903 171 2,314,971 II. Trade and other payables 200,474 2,326,920 257,653 336,942 192,910 2,002 10,703 (22,650) 3,304,954 III. Current payables to associates 1,409,964 56,956 71,520 296,797 14,487 1,728 8,550 (1,833,570) 26,432 IV. Derivative financial instruments 0 0 11,721 3,487 0 0 1,878 0 17,086 V. Trade provisions 77,000 108,018 0 17,364 0 0 625 0 203,007 VI. Other current liabilities 0 0 0 0 0 0 73 (73) 0 TOTAL LIABILITIES 5,409,625 4,025,280 2,875,741 1,764,073 1,837,161 3,915,383 3,923,513 (7,040,430) 16,710,346 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 246 ANNUAL REPORT 2011
Accounting year 2011 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION SEPARATE INCOME STATEMENT CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS Revenue 36,153 2,438,782 573,226 975,656 179,606 0 250,902 (504,895) 3,949,430 Cifra de negocios con terceros 85 1,966,419 507,108 437,176 170,605 (75,756) 250,882 692,911 3,949,430 Cifra de negocios con empresas del grupo 36,068 472,363 66,118 538,481 9,002 75,756 19 (1,197,807) 0 Own work capitalised 0 67 0 16,279 835 0 784 4,548 22,513 Other operating income 33,199 246,868 8,950 31,502 4,790 0 3,505 (67,582) 261,232 Government grants released to the income statement 34 4,378 2,831 7,631 0 0 164 0 15,038 OPERATING INCOME 69,386 2,690,095 585,007 1,031,068 185,231 0 255,355 (567,929) 4,248,213 Change in inventories (157) 18,083 19 (1,631) (175,721) 0 0 (1,922) (161,329) Supplies (3) (1,426,954) (4,073) (400,922) (11,440) 0 0 25,902 (1,817,490) Employee benefits expenses (22,029) (344,527) (14,870) (340,764) (11,118) 0 (5,540) (64) (738,912) Gain/(loss) on disposal of assets 0 0 0 0 (80) 0 0 0 (80) Depreciation and amortisation expense (2,867) (50,024) (27,714) (51,918) (2,521) 0 (43,882) (9,329) (188,255) Impairment of goodwill 0 0 0 0 0 0 0 (18,230) (18,230) Change in trade provisions (76,900) 10,508 (4,442) (13,641) (20,101) 0 (4,254) (27) (108,857) Change in provisions for intangible assets, PP&E and securities portfolio 0 (419) 0 (32) 0 0 3,202 0 2,751 Other operating expenses (58,010) (795,670) (466,551) (132,510) (39,952) (137) (49,607) 545,465 (996,972) TOTAL OPERATING EXPENSES (159,966) (2,589,003) (517,631) (941,418) (260,933) (137) (100,081) 541,795 (4,027,374) OPERATING PROFIT/(LOSS) (90,580) 101,092 67,376 89,650 (75,702) (137) 155,274 (26,134) 220,839 PROFIT/(LOSS) OF ASSOCIATES 0 915 (77,174) 5,287 (94) 1,160 1 (602,026) (671,931) NET GAIN/(LOSS) ON DISPOSAL OF ASSETS 20 (2,125) 28 (4,502) (22) (1,118,355) 0 1 (1,124,955) Revenue from equity investments 124,757 0 0 0 0 0 0 (124,757) 0 Revenue from other marketable securities and asset-backed loans 85,577 26,999 7,999 422 0 133 0 (101,132) 19,998 Other interest and similar income 0 14,009 5,468 3,989 2,843 0 31,500 (30,766) 27,043 Exchange gains/(losses) 0 202 19 298 0 0 0 (11) 508 FINANCE INCOME 210,334 41,210 13,486 4,709 2,843 133 31,500 (256,666) 47,549 Finance and similar expenses (100,760) (45,677) (100,233) (45,182) (55,503) (299,091) (82,669) 130,612 (598,503) Change in provisions for financial investments (204,891) (2,470) (22,496) (15) (571) 0 0 204,481 (25,962) Net finance costs taken to investments 0 0 8,808 285 2,086 0 0 0 11,179 Change in value of financial instruments at fair value through profit or loss 0 0 (7,717) 67 0 0 0 7,882 232 Exchange gains/(losses) (41) 0 0 0 0 0 0 41 0 FINANCE COSTS (305,692) (48,147) (121,638) (44,845) (53,988) (299,091) (82,669) 343,016 (613,054) NET FINANCE INCOME/(COSTS) (95,358) (6,937) (108,152) (40,136) (51,145) (298,958) (51,169) 86,350 (565,505) CONSOLIDATED PROFIT BEFORE TAX (185,918) 92,945 (117,922) 50,299 (126,963) (1,416,290) 104,106 (541,809) (2,141,552) Income tax 30,532 (28,678) 71,695 (11,941) 34,667 296,511 (31,593) 178,232 539,425 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (155,386) 64,267 (46,227) 38,358 (92,296) (1,119,779) 72,513 (363,577) (1,602,127) PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 100,117 0 0 0 0 0 0 (100,117) 0 CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR (55,269) 64,267 (46,227) 38,358 (92,296) (1,119,779) 72,513 (463,694) (1,602,127) NON-CONTROLLING INTERESTS 0 (1,293) 3,764 (2,889) (818) 0 (2) (766) (2,004) EQUITY HOLDER OF THE PARENT (55,269) 62,974 (42,463) 35,469 (93,114) (1,119,779) 72,511 (464,460) (1,604,131) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 247
Accounting year 2011 (Thousands of euros) HOLDING PROPERTY PROPERTY CONSOLIDATION SEPARATE INCOME STATEMENT CONSTRUCTION CONCESSIONS SERVICES REPSOL TOTAL COMPANY DEVELOPMENT MANAGEMENT ADJUSTMENTS Revenue 36,153 2,438,782 573,226 975,656 179,606 0 250,902 (504,895) 3,949,430 Cifra de negocios con terceros 85 1,966,419 507,108 437,176 170,605 (75,756) 250,882 692,911 3,949,430 Cifra de negocios con empresas del grupo 36,068 472,363 66,118 538,481 9,002 75,756 19 (1,197,807) 0 Own work capitalised 0 67 0 16,279 835 0 784 4,548 22,513 Other operating income 33,199 246,868 8,950 31,502 4,790 0 3,505 (67,582) 261,232 Government grants released to the income statement 34 4,378 2,831 7,631 0 0 164 0 15,038 OPERATING INCOME 69,386 2,690,095 585,007 1,031,068 185,231 0 255,355 (567,929) 4,248,213 Change in inventories (157) 18,083 19 (1,631) (175,721) 0 0 (1,922) (161,329) Supplies (3) (1,426,954) (4,073) (400,922) (11,440) 0 0 25,902 (1,817,490) Employee benefits expenses (22,029) (344,527) (14,870) (340,764) (11,118) 0 (5,540) (64) (738,912) Gain/(loss) on disposal of assets 0 0 0 0 (80) 0 0 0 (80) Depreciation and amortisation expense (2,867) (50,024) (27,714) (51,918) (2,521) 0 (43,882) (9,329) (188,255) Impairment of goodwill 0 0 0 0 0 0 0 (18,230) (18,230) Change in trade provisions (76,900) 10,508 (4,442) (13,641) (20,101) 0 (4,254) (27) (108,857) Change in provisions for intangible assets, PP&E and securities portfolio 0 (419) 0 (32) 0 0 3,202 0 2,751 Other operating expenses (58,010) (795,670) (466,551) (132,510) (39,952) (137) (49,607) 545,465 (996,972) TOTAL OPERATING EXPENSES (159,966) (2,589,003) (517,631) (941,418) (260,933) (137) (100,081) 541,795 (4,027,374) OPERATING PROFIT/(LOSS) (90,580) 101,092 67,376 89,650 (75,702) (137) 155,274 (26,134) 220,839 PROFIT/(LOSS) OF ASSOCIATES 0 915 (77,174) 5,287 (94) 1,160 1 (602,026) (671,931) NET GAIN/(LOSS) ON DISPOSAL OF ASSETS 20 (2,125) 28 (4,502) (22) (1,118,355) 0 1 (1,124,955) Revenue from equity investments 124,757 0 0 0 0 0 0 (124,757) 0 Revenue from other marketable securities and asset-backed loans 85,577 26,999 7,999 422 0 133 0 (101,132) 19,998 Other interest and similar income 0 14,009 5,468 3,989 2,843 0 31,500 (30,766) 27,043 Exchange gains/(losses) 0 202 19 298 0 0 0 (11) 508 FINANCE INCOME 210,334 41,210 13,486 4,709 2,843 133 31,500 (256,666) 47,549 Finance and similar expenses (100,760) (45,677) (100,233) (45,182) (55,503) (299,091) (82,669) 130,612 (598,503) Change in provisions for financial investments (204,891) (2,470) (22,496) (15) (571) 0 0 204,481 (25,962) Net finance costs taken to investments 0 0 8,808 285 2,086 0 0 0 11,179 Change in value of financial instruments at fair value through profit or loss 0 0 (7,717) 67 0 0 0 7,882 232 Exchange gains/(losses) (41) 0 0 0 0 0 0 41 0 FINANCE COSTS (305,692) (48,147) (121,638) (44,845) (53,988) (299,091) (82,669) 343,016 (613,054) NET FINANCE INCOME/(COSTS) (95,358) (6,937) (108,152) (40,136) (51,145) (298,958) (51,169) 86,350 (565,505) CONSOLIDATED PROFIT BEFORE TAX (185,918) 92,945 (117,922) 50,299 (126,963) (1,416,290) 104,106 (541,809) (2,141,552) Income tax 30,532 (28,678) 71,695 (11,941) 34,667 296,511 (31,593) 178,232 539,425 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS (155,386) 64,267 (46,227) 38,358 (92,296) (1,119,779) 72,513 (363,577) (1,602,127) PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 100,117 0 0 0 0 0 0 (100,117) 0 CONSOLIDATED PROFIT/(LOSS) FOR THE YEAR (55,269) 64,267 (46,227) 38,358 (92,296) (1,119,779) 72,513 (463,694) (1,602,127) NON-CONTROLLING INTERESTS 0 (1,293) 3,764 (2,889) (818) 0 (2) (766) (2,004) EQUITY HOLDER OF THE PARENT (55,269) 62,974 (42,463) 35,469 (93,114) (1,119,779) 72,511 (464,460) (1,604,131) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 248 ANNUAL REPORT 2011
41. Disclosures by geographic location
The table below shows the external income, gross assets and acquisition of property, plant and equipment by business and geographic area in 2011 and 2010:
2011 2010 Gross Acquisitions Gross Acquisitions Revenue Revenue assets of assets assets of assets Holding company - Continued operations 36,153 37,644 687 43,784 36,995 812 Spain 36,153 37,644 687 43,784 36,995 812 Construction - Continued operations 2,438,782 647,168 97,187 2,819,169 671,832 161,878 Spain 1,253,828 246,803 13,590 1,598,037 347,738 56,243 Chile 100,369 14,894 2,559 93,890 13,141 4,102 Costa Rica 5,025 2,763 0 9,458 0 0 Italy 242,272 50,985 24,307 188,519 25,415 2,984 Panama 182,702 126,023 50,167 131,642 73,557 73,397 Portugal 374,721 147,398 4,368 414,731 157,375 8,024 Other 2,779 19,743 122 19,587 22,240 16,007 Cape Verde 37,258 11,210 324 33,256 10,941 457 Angola 240,534 27,347 1,749 228,272 20,874 664 Ireland (706) 2 1 101,777 551 0 Concessions - Continuing operations 573,226 1,199,900 283,661 533,925 1,131,801 284,318 Spain 325,269 915,524 247,228 165,635 879,446 212,764 Chile 68,164 1,015 943 111,008 173 103 Brazil 0 0 0 0 0 0 Portugal 146,914 131,802 34,763 214,831 97,038 68,910 Costa Rica 14,758 5,074 483 18,741 4,493 207 Ireland 18,121 146,485 244 23,710 150,651 2,334 US 0 0 0 0 0 0 Other 0 0 0 0 0 0 Services - Continued operations 975,656 1,013,586 55,015 1,000,401 980,078 91,614 Spain 803,684 677,321 44,466 805,789 652,516 76,894 Portugal 74,947 331,624 9,981 72,855 323,013 12,245 Brazil 8,154 628 175 6,846 522 164 Algeria 4,688 3,929 309 21,136 4,027 2,311 Israel 10,459 0 0 0 0 0 Australia 73,724 84 84 93,775 0 0 Property development - Continuing 179,606 71,558 1,374 783,180 71,339 1,277 operations Spain 174,213 19,555 995 774,856 19,385 1,162 Portugal 5,393 52,003 379 8,324 51,954 115 Property management - Continuing 250,902 3,361,598 15,511 249,912 3,370,760 33,648 operations Spain 207,399 2,656,020 14,304 204,775 2,668,947 33,353 France 30,851 598,491 0 30,482 598,491 0 US 12,652 107,087 1,207 14,655 103,322 295 Total continuing operations 4,454,325 6,331,454 453,435 5,430,371 6,262,805 573,547 Consolidation adjustments 504,899 (166,716) 8,009 (609,928) (267,562) 19,548 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 249
42. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH
These consolidated fnancial statements are a translation of the consolidated fnancial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 250 ANNUAL REPORT 2011
APPENDIX I
SCOPE OF CONSOLIDATION 2010
NOTE: Indirect shareholdings are calculated based on the owner of the holding.
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend SACYR VALLEHERMOSO GROUP Subsidiaries and holding companies Sacyr Vallehermoso, S.A. Holding company for 394,152 2,044,734 (225,122) - Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group
Sacyr Vallehermoso Participaciones, S.L. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 219,86 Full consolidation 79,960 (143,612) (1,729) - Paseo de la Castellana, 83-85 Madrid. in Europistas Conc. Esp., S.A.
Sacyr Vallehermoso Participaciones Mobiliarias, S.L. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 200,00 Full consolidation 200,000 35,583 32,217 - Paseo de la Castellana, 83-85 Madrid. in Repsol YPF, S.A.
CONSTRUCTION Subsidiaries and holding companies Sacyr, S.A.U 100.00% Sacyr Vallehermoso, S.A. 167,56 Full consolidation Construction holding company 52,320 407,969 70,026 - Paseo de la Castellana, 83-85 Madrid.
Inchisacyr, S.A. 90.25% Sacyr Vallehermoso, S.A. 4,54 Investment vehicle Full consolidation 2,400 (665) 185 - Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr, S.A.U. 0,27 in Sacyr Chile
Sacyr Chile, S.A. 91.75% Sacyr, S.A.U. 13,13 Investment vehicle Full consolidation 14,278 17,530 2,774 - Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2,56 in Chilean construction firms
Somague, S.G.P.S. Holding company for 100.00% Sacyr Vallehermoso, S.A. 229,40 Full consolidation 130,500 9,581 9,951 - Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. Somague Engenharia
Sacyr México, S.A. de C.V. 99.998% Sacyr, S.A.U. 0,046 Construction Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación Full consolidation 46 332 (347) - 0.002% Prinur, S.A.U. 0,00000006 in Mexico Cuauhtémoc, México D.F. - México
Construction Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4,12 Explosives, blasting Full consolidation 5,151 29,905 4,471 - Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr, S.A.U. 0,85 and drilling/boring
Scrinser, S.A. 85.00% Sacyr, S.A.U. 0,51 Full consolidation Civil engineering 601 36,541 15,614 - Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona.
Prinur, S.A.U. Civil Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J 100.00% Sacyr, S.A.U. 3,18 Full consolidation 3,185 12,209 3,920 - engineering Sevilla.
Prinur Centroamérica, S.A. Civil 99.17% Prinur, S.A.U. 0,010 Full consolidation 10 12 - - El Salvador. engineering
Ideyco, S.A.U. Technical trials and 100.00% Prinur, S.A.U. 0,30 Full consolidation 301 (280) (710) - Calle Jarama,, s/n, parcela 8 nave 3 Toledo. quality control
Cavosa Chile, S.A. Explosives, blasting 100.00% Cavosa, S.A. 0,98 Full consolidation 2,583 1,200 (20) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. and drilling/boring
Febide, S.A.U. Civil 100.00% Sacyr, S.A.U. 0,75 Full consolidation 601 1,299 (845) - Calle Gran Vía 35 5ª Vizcaya. engineering WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 251
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend SACYR VALLEHERMOSO GROUP Subsidiaries and holding companies Sacyr Vallehermoso, S.A. Holding company for 394,152 2,044,734 (225,122) - Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group
Sacyr Vallehermoso Participaciones, S.L. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 219,86 Full consolidation 79,960 (143,612) (1,729) - Paseo de la Castellana, 83-85 Madrid. in Europistas Conc. Esp., S.A.
Sacyr Vallehermoso Participaciones Mobiliarias, S.L. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 200,00 Full consolidation 200,000 35,583 32,217 - Paseo de la Castellana, 83-85 Madrid. in Repsol YPF, S.A.
CONSTRUCTION Subsidiaries and holding companies Sacyr, S.A.U 100.00% Sacyr Vallehermoso, S.A. 167,56 Full consolidation Construction holding company 52,320 407,969 70,026 - Paseo de la Castellana, 83-85 Madrid.
Inchisacyr, S.A. 90.25% Sacyr Vallehermoso, S.A. 4,54 Investment vehicle Full consolidation 2,400 (665) 185 - Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr, S.A.U. 0,27 in Sacyr Chile
Sacyr Chile, S.A. 91.75% Sacyr, S.A.U. 13,13 Investment vehicle Full consolidation 14,278 17,530 2,774 - Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2,56 in Chilean construction firms
Somague, S.G.P.S. Holding company for 100.00% Sacyr Vallehermoso, S.A. 229,40 Full consolidation 130,500 9,581 9,951 - Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. Somague Engenharia
Sacyr México, S.A. de C.V. 99.998% Sacyr, S.A.U. 0,046 Construction Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación Full consolidation 46 332 (347) - 0.002% Prinur, S.A.U. 0,00000006 in Mexico Cuauhtémoc, México D.F. - México
Construction Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4,12 Explosives, blasting Full consolidation 5,151 29,905 4,471 - Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr, S.A.U. 0,85 and drilling/boring
Scrinser, S.A. 85.00% Sacyr, S.A.U. 0,51 Full consolidation Civil engineering 601 36,541 15,614 - Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona.
Prinur, S.A.U. Civil Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J 100.00% Sacyr, S.A.U. 3,18 Full consolidation 3,185 12,209 3,920 - engineering Sevilla.
Prinur Centroamérica, S.A. Civil 99.17% Prinur, S.A.U. 0,010 Full consolidation 10 12 - - El Salvador. engineering
Ideyco, S.A.U. Technical trials and 100.00% Prinur, S.A.U. 0,30 Full consolidation 301 (280) (710) - Calle Jarama,, s/n, parcela 8 nave 3 Toledo. quality control
Cavosa Chile, S.A. Explosives, blasting 100.00% Cavosa, S.A. 0,98 Full consolidation 2,583 1,200 (20) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. and drilling/boring
Febide, S.A.U. Civil 100.00% Sacyr, S.A.U. 0,75 Full consolidation 601 1,299 (845) - Calle Gran Vía 35 5ª Vizcaya. engineering WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 252 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Constructora ACS-Sacyr, S.A. Construction 50.00% Sacyr Chile, S.A. 0,07 Proportionate consolidation 185 (86) (7) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. in Chile
Constructora Sacyr-Necso, S.A. Construction 50.00% Sacyr Chile, S.A. 0,006 Proportionate consolidation 17 40 1 - Magdalena 140, oficina 501, comuna de Las Condes Chile. in Chile
Constructora Necso-Sacyr, S.A. Construction 50.00% Sacyr Chile, S.A. 0,006 Proportionate consolidation 17 160 (55) - Magdalena 140, oficina 501, comuna de Las Condes Chile. in Chile
Obras y Servicios de Galicia y Asturias S.A.U. Civil 100.00% Sacyr, S.A.U. 1,45 Full consolidation 1,000 (314) 296 - Plaza de Vigo 2 , Santiago de Compostela. engineering
Consorcio Cavosa Agecomet Construction Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes, 60.00% Cavosa Chile, S.A. 0,44 Full consolidation 731 (690) - - in Chile Santiago - Chile..
Tecnologica Lena, S.L. 35.00% Sacyr, S.A.U. 0,32 Civil Proportionate consolidation 906 (1,246) (201) - Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0,14 engineering
Constructora San José - San Ramón, S.A. Construction of the 33.00% Sacyr Costa Rica, S.A. 0,05 Proportionate consolidation 155 76 - - Distrito séptimo La Uruca, cantón primero Costa Rica. San José - San Ramón road link
Constructora San José - Caldera CSJC, S.A. Construction of the 33.00% Sacyr Costa Rica, S.A. 0,0005 Proportionate consolidation 1 11,501 956 - Alajuela - Costa Rica. San Jose- Caldera road link
SIS, S.C.P.A. Construction 60.00% Sacyr, S.A.U. 9,00 Full consolidation 15,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Sacyr Italia, S.p.A. Construction 100.00% Sacyr, S.A.U. 0,17 Full consolidation 120 109 (41) - Vian Invorio, 24/A, Turín - Italia. in Italy
Nodo Di Palermo, S.p.A. Construction 99.80% SIS, S.C.P.A. 39,92 Full consolidation 40,000 (224) - - Vian Invorio, 24/A, Turín - Italia. in Italy
Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199,99 Construction Full consolidation 200,000 - 3 - Vian Invorio, 24/A, Turín - Italia. 0.10% Itinere Infraestructuras, S.A. 0,01 in Italy
Somague Engenharia, S.A. Civil 100.00% Somague, SGPS 58,45 Full consolidation 58,450 18,799 8,311 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. engineering and building
Sacyr Costa Rica, S.A. Construction San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa 100.00% Sacyr, S.A.U. 1,38 Full consolidation 1,383 1,456 (6) - in Costa Rica Rica.
Eurolink, S.c.p.A. Construction 18.70% Sacyr, S.A.U. 28,05 Equity method 37,500 - - - Corso D'Italia, 83 .Roma - Italia. in Italy
Sacyr Ireland Limited Construction 100.00% Sacyr, S.A.U. 40,82 Full consolidation 40,828 2,605 (317) - Unit 11, Harmony court, harmony rowIrlanda.Dublin 2 - Irlanda. in Ireland
N6 Construction Limirted Construction 42.50% Sacyr Ireland Limited 0,00002 Proportionate consolidation - (20,492) (29,610) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. in Ireland
M50 (D&C) Limited Construction 42.50% Sacyr Ireland Limited 0,000085 Proportionate consolidation - (205) (10,687) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. in Ireland WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 253
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Constructora ACS-Sacyr, S.A. Construction 50.00% Sacyr Chile, S.A. 0,07 Proportionate consolidation 185 (86) (7) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. in Chile
Constructora Sacyr-Necso, S.A. Construction 50.00% Sacyr Chile, S.A. 0,006 Proportionate consolidation 17 40 1 - Magdalena 140, oficina 501, comuna de Las Condes Chile. in Chile
Constructora Necso-Sacyr, S.A. Construction 50.00% Sacyr Chile, S.A. 0,006 Proportionate consolidation 17 160 (55) - Magdalena 140, oficina 501, comuna de Las Condes Chile. in Chile
Obras y Servicios de Galicia y Asturias S.A.U. Civil 100.00% Sacyr, S.A.U. 1,45 Full consolidation 1,000 (314) 296 - Plaza de Vigo 2 , Santiago de Compostela. engineering
Consorcio Cavosa Agecomet Construction Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes, 60.00% Cavosa Chile, S.A. 0,44 Full consolidation 731 (690) - - in Chile Santiago - Chile..
Tecnologica Lena, S.L. 35.00% Sacyr, S.A.U. 0,32 Civil Proportionate consolidation 906 (1,246) (201) - Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0,14 engineering
Constructora San José - San Ramón, S.A. Construction of the 33.00% Sacyr Costa Rica, S.A. 0,05 Proportionate consolidation 155 76 - - Distrito séptimo La Uruca, cantón primero Costa Rica. San José - San Ramón road link
Constructora San José - Caldera CSJC, S.A. Construction of the 33.00% Sacyr Costa Rica, S.A. 0,0005 Proportionate consolidation 1 11,501 956 - Alajuela - Costa Rica. San Jose- Caldera road link
SIS, S.C.P.A. Construction 60.00% Sacyr, S.A.U. 9,00 Full consolidation 15,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Sacyr Italia, S.p.A. Construction 100.00% Sacyr, S.A.U. 0,17 Full consolidation 120 109 (41) - Vian Invorio, 24/A, Turín - Italia. in Italy
Nodo Di Palermo, S.p.A. Construction 99.80% SIS, S.C.P.A. 39,92 Full consolidation 40,000 (224) - - Vian Invorio, 24/A, Turín - Italia. in Italy
Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199,99 Construction Full consolidation 200,000 - 3 - Vian Invorio, 24/A, Turín - Italia. 0.10% Itinere Infraestructuras, S.A. 0,01 in Italy
Somague Engenharia, S.A. Civil 100.00% Somague, SGPS 58,45 Full consolidation 58,450 18,799 8,311 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. engineering and building
Sacyr Costa Rica, S.A. Construction San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa 100.00% Sacyr, S.A.U. 1,38 Full consolidation 1,383 1,456 (6) - in Costa Rica Rica.
Eurolink, S.c.p.A. Construction 18.70% Sacyr, S.A.U. 28,05 Equity method 37,500 - - - Corso D'Italia, 83 .Roma - Italia. in Italy
Sacyr Ireland Limited Construction 100.00% Sacyr, S.A.U. 40,82 Full consolidation 40,828 2,605 (317) - Unit 11, Harmony court, harmony rowIrlanda.Dublin 2 - Irlanda. in Ireland
N6 Construction Limirted Construction 42.50% Sacyr Ireland Limited 0,00002 Proportionate consolidation - (20,492) (29,610) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. in Ireland
M50 (D&C) Limited Construction 42.50% Sacyr Ireland Limited 0,000085 Proportionate consolidation - (205) (10,687) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. in Ireland WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 254 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. Construction 60.00% Sacyr, S.A.U. 13,50 Full consolidation 22,509 (582) - - Calle Molina de Segura, 8 Torrelago in Spain
Sacyr Servicios México, S.A. de C.V. 99.998% Sacyr México, S.A. de C.V. 0,003 Construction Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, México D.F. - Full consolidation 3 (16) 27 - 0.002% Sacyr S.A.U. 0,00 in Mexico México.
SV-LIDCO Construcciones Generales Construction 60.00% Sacyr, S.A.U. 3,31 Full consolidation 5,360 587 (12,817) - Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libia. in Libya
Sacyr Panamá, S.A. Construction 100.00% Sacyr, S.A.U. 1,07 Full consolidation 1,075 54 (853) - Ciudad de Panamá, República de Panamá in Panama
Grupo Unidos por el Canal, S.A. Construction 48.00% Sacyr Vallehermoso, S.A. 0,28 Proportionate consolidation 600 98 6,773 - Ciudad de Panamá, República de Panamá in Panama
New technologies Aurentia, S.A. 1.40% Prinur, S.A.U. 0,52 Integrated internet Full consolidation 16,304 (11,530) 57 - Paseo de la Castellana, 83-85 Madrid. 98.60% Sacyr, S.A.U. 16,17 services
Build2Edifica, S.A. Construction internet 6.16% Sacyr, S.A.U. 0,82 Equity method 1,927 2,600 (9) - Carretera de la Coruña-A6-, KM. 22,500-Las Rozas - Madrid. portal
CONCESSIONS Subsidiaries and holding companies Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 366,07 Full consolidation Concessions holding company 394,667 (28,822) (4,758) - Paseo de la Castellana, 83-85 Madrid.
Itinere Infraestructuras, S.A. 15.45% Operation of Sacyr Vallehermoso, S.A. 143,38 Equity method 105,510 707,397 (3,338) - Paseo de la Castellana, 83-85 Madrid. 9.89% concessions
Somague Concessoes, S.A. Operation of 100.00% Sacyr Concesiones, S.L. 0,50 Full consolidation 20,545 25,566 4,217 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. concessions
SyV Conc. Costa Rica, S.A. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 4,71 Full consolidation 956 3,769 (10) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
SyV CR Valle del Sol, S.A. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 16,28 Full consolidation 641 15,990 (4) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
Sacyr Concesiones Limited 4,38 100.00% Sacyr Concesiones, S.L. Full consolidation Concessions holding company 4,384 (1,008) 1,273 - 5th Floor, Harmony Court, Harmony Row Dubin 2 - Irlanda.
M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate consolidation Concessions holding company 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda.
N6 Concession Holding Ltd Construction 45.00% Sacyr Concesiones Limited 0,02 Proportionate consolidation 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda. concessions
SyV México Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0,03 Construction in Full consolidation 169 (181) (3) - Paseo de la Reforma, 350 México D.F. - México 0.002% Neopistas, S.A.U. 0,00 Mexico
Concessionaires Neopistas, S.A.U. (NEOPISTAS) Construction and operation 100.00% Sacyr Concesiones, S.L. 3,04 Full consolidation 1,684 (538) (686) - Paseo de la Castellana, 83-85 Madrid. of service areas WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 255
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. Construction 60.00% Sacyr, S.A.U. 13,50 Full consolidation 22,509 (582) - - Calle Molina de Segura, 8 Torrelago in Spain
Sacyr Servicios México, S.A. de C.V. 99.998% Sacyr México, S.A. de C.V. 0,003 Construction Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, México D.F. - Full consolidation 3 (16) 27 - 0.002% Sacyr S.A.U. 0,00 in Mexico México.
SV-LIDCO Construcciones Generales Construction 60.00% Sacyr, S.A.U. 3,31 Full consolidation 5,360 587 (12,817) - Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libia. in Libya
Sacyr Panamá, S.A. Construction 100.00% Sacyr, S.A.U. 1,07 Full consolidation 1,075 54 (853) - Ciudad de Panamá, República de Panamá in Panama
Grupo Unidos por el Canal, S.A. Construction 48.00% Sacyr Vallehermoso, S.A. 0,28 Proportionate consolidation 600 98 6,773 - Ciudad de Panamá, República de Panamá in Panama
New technologies Aurentia, S.A. 1.40% Prinur, S.A.U. 0,52 Integrated internet Full consolidation 16,304 (11,530) 57 - Paseo de la Castellana, 83-85 Madrid. 98.60% Sacyr, S.A.U. 16,17 services
Build2Edifica, S.A. Construction internet 6.16% Sacyr, S.A.U. 0,82 Equity method 1,927 2,600 (9) - Carretera de la Coruña-A6-, KM. 22,500-Las Rozas - Madrid. portal
CONCESSIONS Subsidiaries and holding companies Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 366,07 Full consolidation Concessions holding company 394,667 (28,822) (4,758) - Paseo de la Castellana, 83-85 Madrid.
Itinere Infraestructuras, S.A. 15.45% Operation of Sacyr Vallehermoso, S.A. 143,38 Equity method 105,510 707,397 (3,338) - Paseo de la Castellana, 83-85 Madrid. 9.89% concessions
Somague Concessoes, S.A. Operation of 100.00% Sacyr Concesiones, S.L. 0,50 Full consolidation 20,545 25,566 4,217 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. concessions
SyV Conc. Costa Rica, S.A. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 4,71 Full consolidation 956 3,769 (10) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
SyV CR Valle del Sol, S.A. Investment vehicle 100.00% Sacyr Vallehermoso, S.A. 16,28 Full consolidation 641 15,990 (4) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
Sacyr Concesiones Limited 4,38 100.00% Sacyr Concesiones, S.L. Full consolidation Concessions holding company 4,384 (1,008) 1,273 - 5th Floor, Harmony Court, Harmony Row Dubin 2 - Irlanda.
M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate consolidation Concessions holding company 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda.
N6 Concession Holding Ltd Construction 45.00% Sacyr Concesiones Limited 0,02 Proportionate consolidation 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda. concessions
SyV México Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0,03 Construction in Full consolidation 169 (181) (3) - Paseo de la Reforma, 350 México D.F. - México 0.002% Neopistas, S.A.U. 0,00 Mexico
Concessionaires Neopistas, S.A.U. (NEOPISTAS) Construction and operation 100.00% Sacyr Concesiones, S.L. 3,04 Full consolidation 1,684 (538) (686) - Paseo de la Castellana, 83-85 Madrid. of service areas WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 256 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Aeropuertos de la Rg. de Murcia, S.A. Construction and operation 12.86% Sacyr Vallehermoso, S.A. 0,08 Equity method 575 (53) 6 - Calle Juan Antonio Hernandez del Aguila 4, 3º A Murcia. of airports
Motorway of Noroeste Concesionaria de la CARM, S.A. (AUNOR) Motorways de Peaje en Concession Motorway 100.00% 14,46 Full consolidation 14,460 4,753 2,203 - Calle Molina del Segura, 8 Murcia. Sombra, S.L. del Noroeste
Metro de Sevilla Sociedad Conc. de la Junta de Andalucia, S.A. Operation of Line 1 of the 32.77% Sacyr Concesiones, S.L. 42,03 Equity method 98,697 34,003 5,604 - Calle Carmen Vendrell, s/n Sevilla. Seville metro
Alazor Inversiones, S.A. (ALAZOR) Concession Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odon - 25.16% Sacyr Vallehermoso, S.A. 56,25 Equity method 223,600 (197,638) (29,682) - R-3 and R-5 motorways Madrid.
Sociedad Concesionaria de Palma-Manacor, S.A. Concession C-715 motorway 40.00% Sacyr Concesiones, S.L. 7,45 Proportionate consolidation 19,650 (10,575) (1,575) - Carretera Palma-Manacor Km 25,500 Algaida - Mallorca Palma – Manacor
Inversora de Motorways del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99,83 Equity method Concession, Motorway R-4 44,185 143,437 (15,160) - Plaza Manuel Gomez Moreno,2 Madrid
Concession, Motorway CV-35 Motorway of Turia, Conc. de la Generalitat Valenciana, S.A. Motorways de Peaje en 89.00% 23,33 Full consolidation and 36,250 (12,053) (3,147) - CV-35 Km - PK 8.500 Paterna - Valencia. Sombra, S.L. CV-5- north alternate route
Viastur Concesionaria del Principado de Asturias, S.A. Concession, Motorway AS-18 70.00% Sacyr Concesiones, S.L. 10,03 Full consolidation 14,326 (17,733) (3,373) - Lugo de Llanera - Llanera - Asturias. and widening of the AS-17 road
Motorways del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15,30 Full consolidation Operation of concessions 641 15,990 (4) - San José, Edificio Terraforte, Cuarto Piso - Costa Rica
Motorway of Valle S.A. Concession for the 35.00% SyV Conc. Costa Rica, S.A. 4,57 Proportionate consolidation 2,474 9,815 - - San José, Edificio Terraforte, Cuarto Piso - Costa Rica San José - San Ramón road link
Intercambiador de Transportes de Moncloa, S.A. Conc. Intercambiadrores de Construction and operation of the 100.00% 18,07 Full consolidation 16,862 (3,403) 1,379 - Paseo de la Castellana, 83-85 Madrid. Transporte, S.L. Moncloa transport hub
Motorway of Eresma Conc. de la.Junta de Castilla y León, S.A. Construction and operation of 80.00% Sacyr Concesiones, S.L. 13,11 Full consolidation 17,000 (6,600) (2,147) - Carbonero el Mayor - Segovia Motorway Valladolid-Segovia
Motorway of Barbanza Conc. de la Xunta de Galicia, S.A. Construction and operation of 80.00% Sacyr Concesiones, S.L. 7,52 Full consolidation 9,400 (9,999) (2,974) - Calle Vilariño Boiro La Coruña. Motorway of Barbanza
Motorway of Guadalmedina Conceseionaria Española, S.A. Construction and operation of 100.00% Sacyr Vallehermoso, S.A. 78,00 Full consolidation 38,586 39,018 - - Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. of the Málaga-Las Pedrizas
Hospital de Majadahonda, S.A. Majadahonda Hospital 20.00% Sacyr Concesiones, S.L. 3,66 Equity method 18,283 (72) (439) - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. Concession
Hospital de Parla, S.A. Construction and concession 100.00% Sacyr Concesiones, S.L. 11,82 Full consolidation 11,820 591 1,707 - Paseo de la Castellana, 83-85 Hospital de Parla
Hospital del Noreste, S.A. Construction and concession 100.00% Sacyr Concesiones, S.L. 14,30 Full consolidation 14,300 (2,187) 1,731 - Paseo de la Castellana, 83-85 Hospital del Noreste
Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de 19,50 Construction and concession Full consolidation 19,505 (1,541) 1,162 - Paseo de la Castellana, 83-85 Madrid 20.00% Transporte, S.L. 3,90 Plaza Eliptica transport hub
Motorway of Arlanzón, S.A. 95.00% Sacyr Vallehermoso, S.A. 17,78 Concession Full consolidation 18,715 - - - Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% Valoria Conserv. e Infraest. 0,93 Santo Tomé de Puerto-Burgos WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 257
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Aeropuertos de la Rg. de Murcia, S.A. Construction and operation 12.86% Sacyr Vallehermoso, S.A. 0,08 Equity method 575 (53) 6 - Calle Juan Antonio Hernandez del Aguila 4, 3º A Murcia. of airports
Motorway of Noroeste Concesionaria de la CARM, S.A. (AUNOR) Motorways de Peaje en Concession Motorway 100.00% 14,46 Full consolidation 14,460 4,753 2,203 - Calle Molina del Segura, 8 Murcia. Sombra, S.L. del Noroeste
Metro de Sevilla Sociedad Conc. de la Junta de Andalucia, S.A. Operation of Line 1 of the 32.77% Sacyr Concesiones, S.L. 42,03 Equity method 98,697 34,003 5,604 - Calle Carmen Vendrell, s/n Sevilla. Seville metro
Alazor Inversiones, S.A. (ALAZOR) Concession Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odon - 25.16% Sacyr Vallehermoso, S.A. 56,25 Equity method 223,600 (197,638) (29,682) - R-3 and R-5 motorways Madrid.
Sociedad Concesionaria de Palma-Manacor, S.A. Concession C-715 motorway 40.00% Sacyr Concesiones, S.L. 7,45 Proportionate consolidation 19,650 (10,575) (1,575) - Carretera Palma-Manacor Km 25,500 Algaida - Mallorca Palma – Manacor
Inversora de Motorways del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99,83 Equity method Concession, Motorway R-4 44,185 143,437 (15,160) - Plaza Manuel Gomez Moreno,2 Madrid
Concession, Motorway CV-35 Motorway of Turia, Conc. de la Generalitat Valenciana, S.A. Motorways de Peaje en 89.00% 23,33 Full consolidation and 36,250 (12,053) (3,147) - CV-35 Km - PK 8.500 Paterna - Valencia. Sombra, S.L. CV-5- north alternate route
Viastur Concesionaria del Principado de Asturias, S.A. Concession, Motorway AS-18 70.00% Sacyr Concesiones, S.L. 10,03 Full consolidation 14,326 (17,733) (3,373) - Lugo de Llanera - Llanera - Asturias. and widening of the AS-17 road
Motorways del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15,30 Full consolidation Operation of concessions 641 15,990 (4) - San José, Edificio Terraforte, Cuarto Piso - Costa Rica
Motorway of Valle S.A. Concession for the 35.00% SyV Conc. Costa Rica, S.A. 4,57 Proportionate consolidation 2,474 9,815 - - San José, Edificio Terraforte, Cuarto Piso - Costa Rica San José - San Ramón road link
Intercambiador de Transportes de Moncloa, S.A. Conc. Intercambiadrores de Construction and operation of the 100.00% 18,07 Full consolidation 16,862 (3,403) 1,379 - Paseo de la Castellana, 83-85 Madrid. Transporte, S.L. Moncloa transport hub
Motorway of Eresma Conc. de la.Junta de Castilla y León, S.A. Construction and operation of 80.00% Sacyr Concesiones, S.L. 13,11 Full consolidation 17,000 (6,600) (2,147) - Carbonero el Mayor - Segovia Motorway Valladolid-Segovia
Motorway of Barbanza Conc. de la Xunta de Galicia, S.A. Construction and operation of 80.00% Sacyr Concesiones, S.L. 7,52 Full consolidation 9,400 (9,999) (2,974) - Calle Vilariño Boiro La Coruña. Motorway of Barbanza
Motorway of Guadalmedina Conceseionaria Española, S.A. Construction and operation of 100.00% Sacyr Vallehermoso, S.A. 78,00 Full consolidation 38,586 39,018 - - Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. of the Málaga-Las Pedrizas
Hospital de Majadahonda, S.A. Majadahonda Hospital 20.00% Sacyr Concesiones, S.L. 3,66 Equity method 18,283 (72) (439) - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. Concession
Hospital de Parla, S.A. Construction and concession 100.00% Sacyr Concesiones, S.L. 11,82 Full consolidation 11,820 591 1,707 - Paseo de la Castellana, 83-85 Hospital de Parla
Hospital del Noreste, S.A. Construction and concession 100.00% Sacyr Concesiones, S.L. 14,30 Full consolidation 14,300 (2,187) 1,731 - Paseo de la Castellana, 83-85 Hospital del Noreste
Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de 19,50 Construction and concession Full consolidation 19,505 (1,541) 1,162 - Paseo de la Castellana, 83-85 Madrid 20.00% Transporte, S.L. 3,90 Plaza Eliptica transport hub
Motorway of Arlanzón, S.A. 95.00% Sacyr Vallehermoso, S.A. 17,78 Concession Full consolidation 18,715 - - - Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% Valoria Conserv. e Infraest. 0,93 Santo Tomé de Puerto-Burgos WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 258 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Inversora Motorway de Levante, S.L. Concession, 40.00% Sacyr Concesiones, S.L. 42,29 Equity method 67,919 (21,564) (16,582) - Plaza Manuel Gomez Moreno,2 edificio Alfredo Mahou Madrid. Ocaña - La Roda motorway
Hospital Majadahonda Explotaciones, S.L. Construction and concession 25.00% Sacyr Concesiones, S.L. 0,0025 Equity method 10 1,685 1,230 - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. Majadahonda Hospital
Motorway de Peaje en Sombra, S.L. Construction, maintenance and 51.00% Sacyr Concesiones, S.L. 7,86 Proportionate consolidation 7,704 7,697 (209) - Paseo de la Castellana, 83-85 Madrid operation of infrastructure
Conc. Intercambiadores de Transporte, S.L. Construction, maintenance and 51.00% Sacyr Concesiones, S.L. 7,67 Proportionate consolidation 7,518 7,511 (392) - Paseo de la Castellana, 83-85 Madrid operation of infrastructure
N6 Concession Ltd Construction and concession for 100.00% N6 Concession Holding Ltd 0,05 Proportionate consolidation 50 (10,373) (7,507) - 25-28 North Wall Quay Dublin 1 - Irlanda. of the Galway -Ballinasloe N6
N6 Operations Ltd Maintenance and operation of the 50.00% Sacyr Concesiones Limited 0,01 Proportionate consolidation - (30) 657 - 25-28 North Wall Quay Dublin 1 - Irlanda. of the Galway -Ballinasloe N6
M50 Concession Ltd Construction and concession 100.00% M50 Concession Hoilding Ltd 0,05 Proportionate consolidation 50 (24,133) 918 - 25-28 North Wall Quay Dublin 1 - Irlanda. of the M50 Dublin ring road
SyV México Holding, S.A. SyV Servicios México, S.A. de C.V. 99.998% 0,003 Construction in de C.V. Full consolidation 3 (5) - - Delegación Coyoacán, México D.F. - México. 0.002% 0,000010 Mexico Sacyr Vallehermoso, S.A. Tenemetro, S.L. Maintenance and operation of the 30.00% Sacyr Concesiones, S.L. 0,23 Equity method 7,669 11,455 (451) - Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife Tenerife metro
Sacyr Concesiones Chile, S.A. 78.490% Sacyr Concesiones, S.L. 16,96 Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Full consolidation 19,038 3,371 143 - 21.510% Sacyr Chile, S.A. 4,41 concessions in Chile Santiago Chile
S.C. Valles del Desierto, S.A. Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 60.00% Sacyr Concesiones Chile, S.A. 21,60 Full consolidation 35,917 9,070 (562) - concessions in Chile Santiago Chile
Sacyr Operación y Servicios, S.A. Sacyr Concesiones Chile, 97.00% 0,32 Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- S.A. Full consolidation 320 - - - 3.00% 0,009 concessions in Chile Santiago Chile Sacyr Concesiones, S.A.
SERVICES Subsidiaries and holding companies Valoriza Gestión, S.A.U. Construction 100.00% Sacyr Vallehermoso, S.A. 165,54 Full consolidation 122,133 68,889 218 - Paseo de la Castellana, 83-85 Madrid. services
Somague Ambiente, S.A. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 15,30 Full consolidation 10,000 41,183 2,046 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. management
Valoriza Energía, S.L.U. Power generation 100.00% Valoriza Gestión, S.A.U. 31,52 Full consolidation 20,545 25,566 4,217 - Paseo de la Castellana, 83-85 Madrid projects
Valoriza Agua, S.L. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 95,40 Full consolidation 83,841 12,087 (1,718) - Paseo de la Castellana, 83-85 Madrid management
Valoriza Facilities, S.A.U. Integrated property 100.00% Valoriza Gestión, S.A.U. 1,48 Full consolidation 1,181 5,386 5,136 - Paseo de la Castellana, 83-85 Madrid management WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 259
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Inversora Motorway de Levante, S.L. Concession, 40.00% Sacyr Concesiones, S.L. 42,29 Equity method 67,919 (21,564) (16,582) - Plaza Manuel Gomez Moreno,2 edificio Alfredo Mahou Madrid. Ocaña - La Roda motorway
Hospital Majadahonda Explotaciones, S.L. Construction and concession 25.00% Sacyr Concesiones, S.L. 0,0025 Equity method 10 1,685 1,230 - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. Majadahonda Hospital
Motorway de Peaje en Sombra, S.L. Construction, maintenance and 51.00% Sacyr Concesiones, S.L. 7,86 Proportionate consolidation 7,704 7,697 (209) - Paseo de la Castellana, 83-85 Madrid operation of infrastructure
Conc. Intercambiadores de Transporte, S.L. Construction, maintenance and 51.00% Sacyr Concesiones, S.L. 7,67 Proportionate consolidation 7,518 7,511 (392) - Paseo de la Castellana, 83-85 Madrid operation of infrastructure
N6 Concession Ltd Construction and concession for 100.00% N6 Concession Holding Ltd 0,05 Proportionate consolidation 50 (10,373) (7,507) - 25-28 North Wall Quay Dublin 1 - Irlanda. of the Galway -Ballinasloe N6
N6 Operations Ltd Maintenance and operation of the 50.00% Sacyr Concesiones Limited 0,01 Proportionate consolidation - (30) 657 - 25-28 North Wall Quay Dublin 1 - Irlanda. of the Galway -Ballinasloe N6
M50 Concession Ltd Construction and concession 100.00% M50 Concession Hoilding Ltd 0,05 Proportionate consolidation 50 (24,133) 918 - 25-28 North Wall Quay Dublin 1 - Irlanda. of the M50 Dublin ring road
SyV México Holding, S.A. SyV Servicios México, S.A. de C.V. 99.998% 0,003 Construction in de C.V. Full consolidation 3 (5) - - Delegación Coyoacán, México D.F. - México. 0.002% 0,000010 Mexico Sacyr Vallehermoso, S.A. Tenemetro, S.L. Maintenance and operation of the 30.00% Sacyr Concesiones, S.L. 0,23 Equity method 7,669 11,455 (451) - Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife Tenerife metro
Sacyr Concesiones Chile, S.A. 78.490% Sacyr Concesiones, S.L. 16,96 Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Full consolidation 19,038 3,371 143 - 21.510% Sacyr Chile, S.A. 4,41 concessions in Chile Santiago Chile
S.C. Valles del Desierto, S.A. Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 60.00% Sacyr Concesiones Chile, S.A. 21,60 Full consolidation 35,917 9,070 (562) - concessions in Chile Santiago Chile
Sacyr Operación y Servicios, S.A. Sacyr Concesiones Chile, 97.00% 0,32 Construction and operation of Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- S.A. Full consolidation 320 - - - 3.00% 0,009 concessions in Chile Santiago Chile Sacyr Concesiones, S.A.
SERVICES Subsidiaries and holding companies Valoriza Gestión, S.A.U. Construction 100.00% Sacyr Vallehermoso, S.A. 165,54 Full consolidation 122,133 68,889 218 - Paseo de la Castellana, 83-85 Madrid. services
Somague Ambiente, S.A. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 15,30 Full consolidation 10,000 41,183 2,046 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. management
Valoriza Energía, S.L.U. Power generation 100.00% Valoriza Gestión, S.A.U. 31,52 Full consolidation 20,545 25,566 4,217 - Paseo de la Castellana, 83-85 Madrid projects
Valoriza Agua, S.L. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 95,40 Full consolidation 83,841 12,087 (1,718) - Paseo de la Castellana, 83-85 Madrid management
Valoriza Facilities, S.A.U. Integrated property 100.00% Valoriza Gestión, S.A.U. 1,48 Full consolidation 1,181 5,386 5,136 - Paseo de la Castellana, 83-85 Madrid management WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 260 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135,31 Full consolidation Environmental management 17,129 39,355 12,364 - Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0,21
Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3,10 Proportionate consolidation Maritime services 3 3,648 1,724 - Calle Ayala, 6 Madrid.
Enervalor Naval, S.L. Construction and maintenance 40.00% Valoriza Gestión, S.A.U. 0,18 Equity method 450 (215) 31 - Lugar Santa Tecla, 69 Vigo - Pontevedra of wind farms
Services Environment Valoriza Conservación de Infraestructuras, S.A. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 0,74 Full consolidation 750 2,379 1,397 - Paseo de la Castellana, 83-85 Madrid management
Energy Repsol YPF, S.A. Sacyr Vallehermoso Partic. International integrated 20.01% 6,525,55 Equity method 1,221,000 18,867,000 4,693,000 (641,000) Paseo de la Castellana, 278 Madrid Mobii.S.L. oil and gas company
Iberese, S.A. Power generation 100.00% Valoriza Energía, S.L.U. 5,73 Full consolidation 1,387 16,106 4,154 - Calle Rivera de Axpe 28 Ptl.2º Erandio - Vizcaya. projects
Olextra, S.A. 75.59% Valoriza Energía, S.L.U. 3,48 Power generation Full consolidation 4,600 (239) 1,677 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 12.00% Iberese, S.A. 0,55 projects
Extragol, S.L. 43.76% Valoriza Energía, S.L.U. 1,05 Power generation Full consolidation 2,404 4,100 2,103 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 25.00% Iberese, S.A. 0,60 projects
Secaderos de Biomasa, S.A. (SEDEBISA) Energy recovery from 78.28% Valoriza Energía, S.L.U. 2,43 Full consolidation 2,900 1,613 (804) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla pomace oil
Biomasas de Puente Genil, S.L. Power generation 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation 2,600 2,607 928 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla projects
Compañía Energética de Pata de Mulo, S.L. Power generation 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation 2,600 591 1,528 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla projects
Compañía Energética de La Roda, S.L. 75.00% Valoriza Energía, S.L.U. 0,98 Power generation Full consolidation 1,300 747 454 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 15.00% Iberese, S.A. 0,20 projects
Compañía Energética Barragua, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (19) (1) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Energética Las Villas, S.L. Power generation and 90.00% Valoriza Energía, S.L.U. 0,05 Full consolidation 700 (536) 1,834 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Energética Puente del Obispo, S.L. Power generation and 90.00% Valoriza Energía, S.L.U. 0,45 Full consolidation 500 2,055 2,476 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Fotovoltaicas Dos Ríos, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (52) (1) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Bioeléctrica de Valladolid, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (9) (2) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Geolit Climatización, S.L. Power generation and 64.73% Valoriza Energía, S.L.U. 1,48 Full consolidation 2,295 (273) (223) - Calle Correa Weglison 4, 2 A Jaén. research projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 261
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135,31 Full consolidation Environmental management 17,129 39,355 12,364 - Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0,21
Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3,10 Proportionate consolidation Maritime services 3 3,648 1,724 - Calle Ayala, 6 Madrid.
Enervalor Naval, S.L. Construction and maintenance 40.00% Valoriza Gestión, S.A.U. 0,18 Equity method 450 (215) 31 - Lugar Santa Tecla, 69 Vigo - Pontevedra of wind farms
Services Environment Valoriza Conservación de Infraestructuras, S.A. Environmental consultancy and 100.00% Valoriza Gestión, S.A.U. 0,74 Full consolidation 750 2,379 1,397 - Paseo de la Castellana, 83-85 Madrid management
Energy Repsol YPF, S.A. Sacyr Vallehermoso Partic. International integrated 20.01% 6,525,55 Equity method 1,221,000 18,867,000 4,693,000 (641,000) Paseo de la Castellana, 278 Madrid Mobii.S.L. oil and gas company
Iberese, S.A. Power generation 100.00% Valoriza Energía, S.L.U. 5,73 Full consolidation 1,387 16,106 4,154 - Calle Rivera de Axpe 28 Ptl.2º Erandio - Vizcaya. projects
Olextra, S.A. 75.59% Valoriza Energía, S.L.U. 3,48 Power generation Full consolidation 4,600 (239) 1,677 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 12.00% Iberese, S.A. 0,55 projects
Extragol, S.L. 43.76% Valoriza Energía, S.L.U. 1,05 Power generation Full consolidation 2,404 4,100 2,103 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 25.00% Iberese, S.A. 0,60 projects
Secaderos de Biomasa, S.A. (SEDEBISA) Energy recovery from 78.28% Valoriza Energía, S.L.U. 2,43 Full consolidation 2,900 1,613 (804) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla pomace oil
Biomasas de Puente Genil, S.L. Power generation 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation 2,600 2,607 928 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla projects
Compañía Energética de Pata de Mulo, S.L. Power generation 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation 2,600 591 1,528 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla projects
Compañía Energética de La Roda, S.L. 75.00% Valoriza Energía, S.L.U. 0,98 Power generation Full consolidation 1,300 747 454 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla 15.00% Iberese, S.A. 0,20 projects
Compañía Energética Barragua, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (19) (1) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Energética Las Villas, S.L. Power generation and 90.00% Valoriza Energía, S.L.U. 0,05 Full consolidation 700 (536) 1,834 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Energética Puente del Obispo, S.L. Power generation and 90.00% Valoriza Energía, S.L.U. 0,45 Full consolidation 500 2,055 2,476 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Fotovoltaicas Dos Ríos, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (52) (1) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Bioeléctrica de Valladolid, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation 60 (9) (2) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Geolit Climatización, S.L. Power generation and 64.73% Valoriza Energía, S.L.U. 1,48 Full consolidation 2,295 (273) (223) - Calle Correa Weglison 4, 2 A Jaén. research projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 262 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Desarrollos Eólicos Extremeños, S.L. Power generation and 50.00% Valoriza Energía, S.L.U. 0,95 Proportionate consolidation 1,910 (236) (38) - Calle Borrego, 2 Cáceres. research projects
Compañía Energética Linares, S.L. Power generation and 60.30% Valoriza Energía, S.L.U. 3,72 Full consolidation 6,161 (161) 2,443 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Orujera de Linares, S.L. 51.00% Valoriza Energía, S.L.U. 1,18 Full consolidation Oil extraction 2,332 (607) (155) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla
Bioeléctrica de Linares, S.L. Biomass-fueled electricity 81.43% Valoriza Energía, S.L.U. 7,74 Full consolidation 9,500 (2,034) (624) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla generation plant
Ibervalor Energía Aragonesa, S.A. 50.00% Valoriza Energía, S.L.U. 0,20 Proportionate consolidation Wind power 400 (95) (77) - Paseo de la Constitución , 4 Zaragoza
Solucia Renovables, S.L. Power generation and 50.00% Valoriza Energía, S.L.U. 18,80 Equity method 37,602 (18,464) (494) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Soleval Renovables, S.L. Power generation and 50.00% Iberese, S.A. 0,0017 Equity method 3 (12) 61 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Vaircan Renovables, S.L. Power generation and 65.00% Valoriza Energía, S.L.U. 0,325 Full consolidation 500 (313) (53) - Calle La Verde. Herrera., s/n Camargo - Cantabria. research projects
Soc. Andaluza Valoración de la Biomasa, S.A. Power generation and Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n 6.00% Valoriza Energía, S.L.U. 0,180 Equity method 3,000 (481) (283) - research projects Sevilla
Biomasas de Talavera, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - (1) - Paseo de la Castellana, 83-85 Madrid research projects
Bipuge II, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - - - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Biomasas Puente Obispo, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - - - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
New technologies Valoración Energía Operación y Mantenimiento, S.L. Telecommunications 100.00% Valoriza Energía, S.L.U. 2,00 Full consolidation 301 1,520 1,348 - Paseo de la Castellana, 83-85 Madrid. services
Burosoft, Sistemas de Información, S.L. IT systems 70.00% Valoriza Facilities, S.A.U. 0,54 Full consolidation 259 (1,323) - - Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. development
Water Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) Water supply 94.64% Sacyr Vallehermoso, S.A. 25,38 Full consolidation 1,346 22,158 (2,006) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife in Santa Cruz de Tenerife
Empresa Mixta de Aguas de Emmasa Canaria de Análisis de Agua, S.L.U. Water treatment 100.00% Santa Cruz de Tenerife, S.A. 0,05 Full consolidation 500 60 (436) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife and purification (EMMASA)
Aguas de Toledo, AIE Water supply 50.00% Valoriza Gestión, S.A.U. 0,03 Proportionate consolidation 60 - 9 - Calle Padilla, 17, Madrid. in Toledo
Geida Skikda, S.L. Sociedad Anónima 33.00% Depuración y Tratamientos 3,72 Equity method Operation of desalination plants 11,310 (3,600) 1,537 - Calle Cardenal Marcelo Spinola, 10 - Madrid. (SADYT) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 263
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Desarrollos Eólicos Extremeños, S.L. Power generation and 50.00% Valoriza Energía, S.L.U. 0,95 Proportionate consolidation 1,910 (236) (38) - Calle Borrego, 2 Cáceres. research projects
Compañía Energética Linares, S.L. Power generation and 60.30% Valoriza Energía, S.L.U. 3,72 Full consolidation 6,161 (161) 2,443 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Compañía Orujera de Linares, S.L. 51.00% Valoriza Energía, S.L.U. 1,18 Full consolidation Oil extraction 2,332 (607) (155) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla
Bioeléctrica de Linares, S.L. Biomass-fueled electricity 81.43% Valoriza Energía, S.L.U. 7,74 Full consolidation 9,500 (2,034) (624) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla generation plant
Ibervalor Energía Aragonesa, S.A. 50.00% Valoriza Energía, S.L.U. 0,20 Proportionate consolidation Wind power 400 (95) (77) - Paseo de la Constitución , 4 Zaragoza
Solucia Renovables, S.L. Power generation and 50.00% Valoriza Energía, S.L.U. 18,80 Equity method 37,602 (18,464) (494) - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Soleval Renovables, S.L. Power generation and 50.00% Iberese, S.A. 0,0017 Equity method 3 (12) 61 - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Vaircan Renovables, S.L. Power generation and 65.00% Valoriza Energía, S.L.U. 0,325 Full consolidation 500 (313) (53) - Calle La Verde. Herrera., s/n Camargo - Cantabria. research projects
Soc. Andaluza Valoración de la Biomasa, S.A. Power generation and Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n 6.00% Valoriza Energía, S.L.U. 0,180 Equity method 3,000 (481) (283) - research projects Sevilla
Biomasas de Talavera, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - (1) - Paseo de la Castellana, 83-85 Madrid research projects
Bipuge II, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - - - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
Biomasas Puente Obispo, S.L. Power generation and 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation 3 - - - Calle Astronomía 1 - torre 2, 7º piso, módulo 14 Sevilla research projects
New technologies Valoración Energía Operación y Mantenimiento, S.L. Telecommunications 100.00% Valoriza Energía, S.L.U. 2,00 Full consolidation 301 1,520 1,348 - Paseo de la Castellana, 83-85 Madrid. services
Burosoft, Sistemas de Información, S.L. IT systems 70.00% Valoriza Facilities, S.A.U. 0,54 Full consolidation 259 (1,323) - - Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. development
Water Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) Water supply 94.64% Sacyr Vallehermoso, S.A. 25,38 Full consolidation 1,346 22,158 (2,006) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife in Santa Cruz de Tenerife
Empresa Mixta de Aguas de Emmasa Canaria de Análisis de Agua, S.L.U. Water treatment 100.00% Santa Cruz de Tenerife, S.A. 0,05 Full consolidation 500 60 (436) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife and purification (EMMASA)
Aguas de Toledo, AIE Water supply 50.00% Valoriza Gestión, S.A.U. 0,03 Proportionate consolidation 60 - 9 - Calle Padilla, 17, Madrid. in Toledo
Geida Skikda, S.L. Sociedad Anónima 33.00% Depuración y Tratamientos 3,72 Equity method Operation of desalination plants 11,310 (3,600) 1,537 - Calle Cardenal Marcelo Spinola, 10 - Madrid. (SADYT) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 264 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Geida Tlemcen. S.L. Sociedad Anónima 50.00% 13,95 Equity method Operation of desalination plants 21,040 (2,565) (389) - Calle Cardenal MarceloSpinola, 10 - Madrid. Depuración y Tratamientos
Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) Water supply 33.00% Valoriza Agua. S.L. 27,53 Proportionate consolidation 28,247 (2,165) 917 - Calle Plaza de la Constitucion 2 Islas Canarias. in Las Palmas
Sociedad Anónima Depuración y Tratamientos (SADYT) Water treatment 100.00% Valoriza Agua. S.L. 5,27 Full consolidation 2,500 7,737 1,464 - Paseo de la Castellana, 83-85 Madrid and purification
Santacrucera de Aguas, S.L. Water treatment 100.00% Valoriza Agua. S.L. 0,003 Full consolidation 3 1,310 174 - Avenida La Salle,40 Las Palmas de Gran Canarias. and purification
Valoriza Water Australia, PTY Ltd Water treatment 100.00% Valoriza Agua. S.L. 0,000003 Full consolidation - 970 5,271 - 256 Adelaide Terrace Perth - Australia and purification
Secanarias, S.A. Water treatment 50.00% Valoriza Agua. S.L. 0,38 Proportionate consolidation 770 (593) 268 - Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria and purification
Valoriza Servicios Medioambientales Group Activities related to the Valoriza Servicios Gestión Partícipes del Bioreciclaje S.A management and treatment of 33.34% Medioambientales, S.A. 0,02 Equity method 60 (84) - - Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. urban solid waste
Compost del Pirineo S.L. Valoriza Servicios Development of 50.00% 0,58 Proportionate consolidation 1,161 (263) 197 - Calle Juan Esplandiú, 11-13 Madrid Medioambientales, S.A. composting plants Management & construction over Metrofangs S.L. Valoriza Servicios 15 years of the San Adria de 21.60% 2,71 Proportionate consolidation 12,554 4,943 (1,554) - Final Rambla Prin,, s/n Barcelona. edioambientales, S.A. Besós purification plant
Boremer S.A. Valoriza Servicios Contracting and management of 50.00% 1,09 Proportionate consolidation 2,176 1,631 (715) - Calle Ribera del Loira 42, edificio 3 Madrid Medioambientales, S.A. project cleaning services
Development of biomass Biomasas del Pirineo S.A. 44.00% Valoriza Servicios 0,13 Equity method 300 (161) (2) - Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. energy systems Medioambientales, S.A. Valdemingómez 2000,S.A. Valoriza Servicios Degasification project at the 40.00% 1,20 Proportionate consolidation 3,006 878 (296) - Calle Albarracín, 44 Madrid Medioambientales, S.A. Valdemingómez landfill site Valoriza Servicios Development of biomass Cultivos Energéticos de Castilla S.A. 44.00% 0,13 Equity method 53 (59) (2) - Avenida del Cid Campeador, 4 Burgos Medioambientales, S.A. energy systems
Central Térmica la Torrecilla, S.A. Valoriza Servicios Development of 50.00% 1,01 Equity method 1,200 (37) (803) - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. power generation plants
Infoser Estacionamiento Regulado, A.I.E. Auxiliary services to the control Valoriza Servicios 18.34% 0,07 Equity method of regulated street parking in 360 - (2) - Calle Covarrubias, 1 Madrid. Medioambientales, S.A. Madrid
Gestora Canaria de Lodos de Depuradora, S.A. Valoriza Servicios Contracting with producers 85.00% 0,09 Full consolidation 100 (22) - - Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria Medioambientales, S.A. for the removal of sewage
Valoriza Servicios Planning, construction and Servi. Med. y Energéticos de Valencia 2007,S.A. 99.83% 0,06 Medioambientales, S.A. Full consolidation completion of all types of public 60 (1) - - Calle Cirilo Amorós, 6 Valencia. and private sector projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 265
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Geida Tlemcen. S.L. Sociedad Anónima 50.00% 13,95 Equity method Operation of desalination plants 21,040 (2,565) (389) - Calle Cardenal MarceloSpinola, 10 - Madrid. Depuración y Tratamientos
Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) Water supply 33.00% Valoriza Agua. S.L. 27,53 Proportionate consolidation 28,247 (2,165) 917 - Calle Plaza de la Constitucion 2 Islas Canarias. in Las Palmas
Sociedad Anónima Depuración y Tratamientos (SADYT) Water treatment 100.00% Valoriza Agua. S.L. 5,27 Full consolidation 2,500 7,737 1,464 - Paseo de la Castellana, 83-85 Madrid and purification
Santacrucera de Aguas, S.L. Water treatment 100.00% Valoriza Agua. S.L. 0,003 Full consolidation 3 1,310 174 - Avenida La Salle,40 Las Palmas de Gran Canarias. and purification
Valoriza Water Australia, PTY Ltd Water treatment 100.00% Valoriza Agua. S.L. 0,000003 Full consolidation - 970 5,271 - 256 Adelaide Terrace Perth - Australia and purification
Secanarias, S.A. Water treatment 50.00% Valoriza Agua. S.L. 0,38 Proportionate consolidation 770 (593) 268 - Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria and purification
Valoriza Servicios Medioambientales Group Activities related to the Valoriza Servicios Gestión Partícipes del Bioreciclaje S.A management and treatment of 33.34% Medioambientales, S.A. 0,02 Equity method 60 (84) - - Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. urban solid waste
Compost del Pirineo S.L. Valoriza Servicios Development of 50.00% 0,58 Proportionate consolidation 1,161 (263) 197 - Calle Juan Esplandiú, 11-13 Madrid Medioambientales, S.A. composting plants Management & construction over Metrofangs S.L. Valoriza Servicios 15 years of the San Adria de 21.60% 2,71 Proportionate consolidation 12,554 4,943 (1,554) - Final Rambla Prin,, s/n Barcelona. edioambientales, S.A. Besós purification plant
Boremer S.A. Valoriza Servicios Contracting and management of 50.00% 1,09 Proportionate consolidation 2,176 1,631 (715) - Calle Ribera del Loira 42, edificio 3 Madrid Medioambientales, S.A. project cleaning services
Development of biomass Biomasas del Pirineo S.A. 44.00% Valoriza Servicios 0,13 Equity method 300 (161) (2) - Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. energy systems Medioambientales, S.A. Valdemingómez 2000,S.A. Valoriza Servicios Degasification project at the 40.00% 1,20 Proportionate consolidation 3,006 878 (296) - Calle Albarracín, 44 Madrid Medioambientales, S.A. Valdemingómez landfill site Valoriza Servicios Development of biomass Cultivos Energéticos de Castilla S.A. 44.00% 0,13 Equity method 53 (59) (2) - Avenida del Cid Campeador, 4 Burgos Medioambientales, S.A. energy systems
Central Térmica la Torrecilla, S.A. Valoriza Servicios Development of 50.00% 1,01 Equity method 1,200 (37) (803) - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. power generation plants
Infoser Estacionamiento Regulado, A.I.E. Auxiliary services to the control Valoriza Servicios 18.34% 0,07 Equity method of regulated street parking in 360 - (2) - Calle Covarrubias, 1 Madrid. Medioambientales, S.A. Madrid
Gestora Canaria de Lodos de Depuradora, S.A. Valoriza Servicios Contracting with producers 85.00% 0,09 Full consolidation 100 (22) - - Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria Medioambientales, S.A. for the removal of sewage
Valoriza Servicios Planning, construction and Servi. Med. y Energéticos de Valencia 2007,S.A. 99.83% 0,06 Medioambientales, S.A. Full consolidation completion of all types of public 60 (1) - - Calle Cirilo Amorós, 6 Valencia. and private sector projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 266 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Parque Eólico la Sotonera, S.L. Valoriza Servicios 30.16% 0,60 Equity method Production of renewable energy 2,000 1,725 1,503 - Plaza Antonio Beltrán Martínez, 14 Zaragoza. Medioambientales, S.A.
Hidroandaluza, S.A. Valoriza Servicios Sale and purchase of IT 100.00% 0,47 Full consolidation 283 678 8 - Paseo de la Castellana, 83-85 Sevilla. Medioambientales, S.A. equipment
Gestión de Infraestucturas Canarias, S.A. Valoriza Servicios 62.00% 0,05 Full consolidation Studies, works and projects 61 261 (6) - Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife Medioambientales, S.A. Valoriza Servicios Partícipes del Biorreciclaje, S.A. 33.34% 0,02 Proportionate consolidation Waste management 60 (119) - - Calle Federico Salmón, 8 Madrid. Medioambientales, S.A. Management, storage, transport, Biorreciclaje de Cádiz, S.A. Partícipes del Bioreciclaje and treatment of elimination of 98.00% 4,87 Proportionate consolidation 1,803 8,505 881 - Calle San Juan, 12 Medina Sidonia - Cádiz S.A. waste Street cleaning, collection, Iniciativas Medioambientales del Sur, S.L. Valoriza Servicios transport and Waste and water 50.00% 0,02 Equity method 40 235 (1) - Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz Medioambientales, S.A. treatment Valoriza Servicios Inte RCD, S.L. Street cleaning, collection, 33.33% Medioambientales, S.A. 0,03 Equity method 120 - (3) - Calle Américo Vespucio, 69 Sevilla. transport and Waste and water treatment Inte RCD Bahía de Cádiz, S.L. Street cleaning, collection, 60.00% Inte RCD, S.L. 0,28 Equity method transport and Waste and water 260 (454) (89) - Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. treatment Street cleaning, collection, Inte RCD Huelva, S.L. transport and Waste and water 60.00% Inte RCD, S.L. 0,45 Equity method 753 (596) (248) - Calle Lepe, 12 Cartaya - Huelva treatments
Engineering, consultancy and Eurocomercial, S.A.U. Valoriza Servicios 100.00% 0,45 Full consolidation import/export of products for 136 1,941 849 - Medioambientales, S.A. Calle de Juan Esplandiú, 11-13 Madrid. deposit and sale “Recovery of biogas from Desgasificación de Vertederos, S.A. 50.00% Eurocomercial S.A.U. 0,03 Proportionate consolidation 60 (239) - - Calle Federico Salmón, 8 Madrid. garbage dump degassing” Operation of power generation Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0,01 Equity method 60 4 591 - Barrio Vierna,, s/n. San Bartolome de Meruelo Meruelo - Cantabria. plants Gestión e Infraestructuras de Projects and maintenance of park Gicsa Zona Verde y Paisajismo, A.I.E. 50.00% 0,0003 Equity method 1 - - - Calle Camino del Pinito, 4 La Orotava - Santa Cruz de Tenerife Canaria, S.A. areas in the Canary Islands
Alcorec, S.L. Valoriza Servicios Construction and demolition 10.00% 0,066 Equity method 669 (345) (299) - Avenida Kansas City, 3 10 Sevilla. Medioambientales, S.A. waste management Valoriza Servicios Construction and demolition Sufirecupro Gestión, S.L. 50.00% 0,00151 Proportionate consolidation 3 79 65 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. waste management
Reciclados y Tratamientos Andaluces, S.L. Construction and demolition 50.00% Alcorec, S.L. 0,250 Equity method 3 4 (60) - Calle Yakarta, 8 Sevilla waste management Construction and demolition Sacorec, S.L. 50.00% Alcorec, S.L. 0,003 Equity method 6 (64) - - Avenida Kansas City, 3 16 Sevilla. waste management Valoriza Servicios Construction and demolition Residuos Construcción de Cuenca, S.A. 50.00% 0,030 Proportionate consolidation 60 (3) 51 - Carretera Nacional 32. Km 133 Cuenca Medioambientales, S.A. waste management WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 267
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Parque Eólico la Sotonera, S.L. Valoriza Servicios 30.16% 0,60 Equity method Production of renewable energy 2,000 1,725 1,503 - Plaza Antonio Beltrán Martínez, 14 Zaragoza. Medioambientales, S.A.
Hidroandaluza, S.A. Valoriza Servicios Sale and purchase of IT 100.00% 0,47 Full consolidation 283 678 8 - Paseo de la Castellana, 83-85 Sevilla. Medioambientales, S.A. equipment
Gestión de Infraestucturas Canarias, S.A. Valoriza Servicios 62.00% 0,05 Full consolidation Studies, works and projects 61 261 (6) - Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife Medioambientales, S.A. Valoriza Servicios Partícipes del Biorreciclaje, S.A. 33.34% 0,02 Proportionate consolidation Waste management 60 (119) - - Calle Federico Salmón, 8 Madrid. Medioambientales, S.A. Management, storage, transport, Biorreciclaje de Cádiz, S.A. Partícipes del Bioreciclaje and treatment of elimination of 98.00% 4,87 Proportionate consolidation 1,803 8,505 881 - Calle San Juan, 12 Medina Sidonia - Cádiz S.A. waste Street cleaning, collection, Iniciativas Medioambientales del Sur, S.L. Valoriza Servicios transport and Waste and water 50.00% 0,02 Equity method 40 235 (1) - Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz Medioambientales, S.A. treatment Valoriza Servicios Inte RCD, S.L. Street cleaning, collection, 33.33% Medioambientales, S.A. 0,03 Equity method 120 - (3) - Calle Américo Vespucio, 69 Sevilla. transport and Waste and water treatment Inte RCD Bahía de Cádiz, S.L. Street cleaning, collection, 60.00% Inte RCD, S.L. 0,28 Equity method transport and Waste and water 260 (454) (89) - Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. treatment Street cleaning, collection, Inte RCD Huelva, S.L. transport and Waste and water 60.00% Inte RCD, S.L. 0,45 Equity method 753 (596) (248) - Calle Lepe, 12 Cartaya - Huelva treatments
Engineering, consultancy and Eurocomercial, S.A.U. Valoriza Servicios 100.00% 0,45 Full consolidation import/export of products for 136 1,941 849 - Medioambientales, S.A. Calle de Juan Esplandiú, 11-13 Madrid. deposit and sale “Recovery of biogas from Desgasificación de Vertederos, S.A. 50.00% Eurocomercial S.A.U. 0,03 Proportionate consolidation 60 (239) - - Calle Federico Salmón, 8 Madrid. garbage dump degassing” Operation of power generation Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0,01 Equity method 60 4 591 - Barrio Vierna,, s/n. San Bartolome de Meruelo Meruelo - Cantabria. plants Gestión e Infraestructuras de Projects and maintenance of park Gicsa Zona Verde y Paisajismo, A.I.E. 50.00% 0,0003 Equity method 1 - - - Calle Camino del Pinito, 4 La Orotava - Santa Cruz de Tenerife Canaria, S.A. areas in the Canary Islands
Alcorec, S.L. Valoriza Servicios Construction and demolition 10.00% 0,066 Equity method 669 (345) (299) - Avenida Kansas City, 3 10 Sevilla. Medioambientales, S.A. waste management Valoriza Servicios Construction and demolition Sufirecupro Gestión, S.L. 50.00% 0,00151 Proportionate consolidation 3 79 65 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. waste management
Reciclados y Tratamientos Andaluces, S.L. Construction and demolition 50.00% Alcorec, S.L. 0,250 Equity method 3 4 (60) - Calle Yakarta, 8 Sevilla waste management Construction and demolition Sacorec, S.L. 50.00% Alcorec, S.L. 0,003 Equity method 6 (64) - - Avenida Kansas City, 3 16 Sevilla. waste management Valoriza Servicios Construction and demolition Residuos Construcción de Cuenca, S.A. 50.00% 0,030 Proportionate consolidation 60 (3) 51 - Carretera Nacional 32. Km 133 Cuenca Medioambientales, S.A. waste management WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 268 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Tratamiento Residuos de La Rioja, S.L. Valoriza Servicios 100.00% 0,003 Full consolidation Construction and demolition 3 - (715) - Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja Medioambientales, S.A. waste management Valoriza Servicios Ecotrading 360 Grados, S.L. Construction and demolition 44.44% Medioambientales, S.A. 0,001 Equity method 3 (2) - - Ronda de Atocha, 37 Madrid waste management
Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios 1,80 Full consolidation 3,000 1 9 - Calle Fanzara, 5 Burriana - Castellón Construction and demolition Medioambientales, S.A. waste management Multi-services Valoriza Proener Industrial, S.L. Construction and maintenance 60.00% Valoriza Facilities, S.A.U. 0,02 Full consolidation 30 (686) 56 - Paseo de la Castellana, 83-85 Madrid. of industrial plants
Valoriza Servicios Socio Sanitarios, S.L. Provision of 76.00% Valoriza Facilities, S.A.U. 4,27 Full consolidation 12,500 (9) 133 - Paseo de la Castellana, 83-85 Madrid. social services
Valoriza Servivios a la Dependencia, S.L. Val. Servicios Socio Provision of 100.00% 6,00 Full consolidation 588 134 162 - Paseo de la Castellana, 83-85 Madrid. Sanitarios, S.L. social services
Cafestore, S.A. Catering services and 100.00% Valoriza Gestión, S.A.U. 8,00 Full consolidation 2,050 (366) 231 - Paseo de la Castellana, 83-85 Madrid. retail outlets
Vinci Park Sacyr Aparcamientos, A.I.E. (Ap.Recadero) Car park operator 50.00% Valoriza Gestión, S.A.U. 0,003 Proportionate consolidation 7 96 90 - Calle Orense, 88 Madrid. in Toledo
Burguestore, S.L. Operation of 100.00% Cafestore, S.A. 0,003 Full consolidation 3 - (20) - Paseo de la Castellana, 83-85 Madrid. service stations
PROPERTY DEVELOPMENT Subsidiaries and holding companies Vallehermoso División de Promoción, S.A.U. Property development holding 100.00% Sacyr Vallehermoso, S.A. 371,89 Full consolidation 117,343 61,726 (58,539) - Paseo de la Castellana, 83-85 Madrid. company
Somague Imobiliaria S.A. Property development holding 100.00% Vall. Div. Promoción, S.A.U. 18,21 Full consolidation 15,000 (8,528) (2,708) - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. company in Portugal
Property developers Erantos, S.A.U. Property 100.00% Vall. Div. Promoción, S.A.U. 0,47 Full consolidation 150 631 (759) - Paseo de la Castellana, 83-85 Madrid. development
Navinca, S.A. Property 100.00% Vall. Div. Promoción, S.A.U. 1,84 Full consolidation 1,839 272 31 - Avenida Diagonal, 490 Barcelona. development
Iparan Promociones Inmobiliarias, S.L. Property 100.00% Vall. Div. Promoción, S.A.U. 0,84 Full consolidation 845 266 45 - Calle Elcano, 19 Bilbao - Vizcaya. development
Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20,99 Full consolidation Property 4 58 (295) - Paseo de la Castellana, 83-85 Madrid. development
Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0,33 Full consolidation Property 153 694 (196) - Paseo de la Castellana, 83-85 Madrid. development
Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0,20 Full consolidation Property 153 1,750 (4) - Paseo de la Castellana, 83-85 Madrid. development
Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9,37 Full consolidation Property 9,015 (160) 19,047 (13,094) Paseo de la Castellana, 83-85 Madrid. development WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 269
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Tratamiento Residuos de La Rioja, S.L. Valoriza Servicios 100.00% 0,003 Full consolidation Construction and demolition 3 - (715) - Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja Medioambientales, S.A. waste management Valoriza Servicios Ecotrading 360 Grados, S.L. Construction and demolition 44.44% Medioambientales, S.A. 0,001 Equity method 3 (2) - - Ronda de Atocha, 37 Madrid waste management
Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios 1,80 Full consolidation 3,000 1 9 - Calle Fanzara, 5 Burriana - Castellón Construction and demolition Medioambientales, S.A. waste management Multi-services Valoriza Proener Industrial, S.L. Construction and maintenance 60.00% Valoriza Facilities, S.A.U. 0,02 Full consolidation 30 (686) 56 - Paseo de la Castellana, 83-85 Madrid. of industrial plants
Valoriza Servicios Socio Sanitarios, S.L. Provision of 76.00% Valoriza Facilities, S.A.U. 4,27 Full consolidation 12,500 (9) 133 - Paseo de la Castellana, 83-85 Madrid. social services
Valoriza Servivios a la Dependencia, S.L. Val. Servicios Socio Provision of 100.00% 6,00 Full consolidation 588 134 162 - Paseo de la Castellana, 83-85 Madrid. Sanitarios, S.L. social services
Cafestore, S.A. Catering services and 100.00% Valoriza Gestión, S.A.U. 8,00 Full consolidation 2,050 (366) 231 - Paseo de la Castellana, 83-85 Madrid. retail outlets
Vinci Park Sacyr Aparcamientos, A.I.E. (Ap.Recadero) Car park operator 50.00% Valoriza Gestión, S.A.U. 0,003 Proportionate consolidation 7 96 90 - Calle Orense, 88 Madrid. in Toledo
Burguestore, S.L. Operation of 100.00% Cafestore, S.A. 0,003 Full consolidation 3 - (20) - Paseo de la Castellana, 83-85 Madrid. service stations
PROPERTY DEVELOPMENT Subsidiaries and holding companies Vallehermoso División de Promoción, S.A.U. Property development holding 100.00% Sacyr Vallehermoso, S.A. 371,89 Full consolidation 117,343 61,726 (58,539) - Paseo de la Castellana, 83-85 Madrid. company
Somague Imobiliaria S.A. Property development holding 100.00% Vall. Div. Promoción, S.A.U. 18,21 Full consolidation 15,000 (8,528) (2,708) - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. company in Portugal
Property developers Erantos, S.A.U. Property 100.00% Vall. Div. Promoción, S.A.U. 0,47 Full consolidation 150 631 (759) - Paseo de la Castellana, 83-85 Madrid. development
Navinca, S.A. Property 100.00% Vall. Div. Promoción, S.A.U. 1,84 Full consolidation 1,839 272 31 - Avenida Diagonal, 490 Barcelona. development
Iparan Promociones Inmobiliarias, S.L. Property 100.00% Vall. Div. Promoción, S.A.U. 0,84 Full consolidation 845 266 45 - Calle Elcano, 19 Bilbao - Vizcaya. development
Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20,99 Full consolidation Property 4 58 (295) - Paseo de la Castellana, 83-85 Madrid. development
Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0,33 Full consolidation Property 153 694 (196) - Paseo de la Castellana, 83-85 Madrid. development
Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0,20 Full consolidation Property 153 1,750 (4) - Paseo de la Castellana, 83-85 Madrid. development
Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9,37 Full consolidation Property 9,015 (160) 19,047 (13,094) Paseo de la Castellana, 83-85 Madrid. development WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 270 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Nova Benicalap, S.A. 22.50% Vall. Div. Promoción, S.A.U. 0,08 Equity method Property 361 155 (4) - Avenida Alfahuir, 45 Valencia. development
Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18,06 Proportionate consolidation Property 50 7,965 (1,192) - Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0,013 development
Promociones Residenciales Sofetral, S.A. 30.00% Vall. Div. Promoción, S.A.U. 1,05 Proportionate consolidation Property 3,497 889 26 - Plaza Carlos Trías Beltrán, 7 Madrid. development
Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0,18 Equity method Property 271 (408) - - Calle Tarrio,, s/n Culleredo - La Coruña. development
Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4,21 Equity method Property 16,200 316 (35) - Paseo de la Castellana, 81 Madrid. development
Claudia Zahara 22, S.L. 45.37% Vall. Div. Promoción, S.A.U. 9,18 Proportionate consolidation Property 4,954 (44) (1,650) - Avenida Eduardo Dato, 69 Sevilla. development
M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0,41 Equity method Property 5,377 3,891 265 - Puerta del Mar, 20 Malaga. development
Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2,10 Equity method Property 6,000 (1) - - Calle Príncipe de Vergara, 15 Madrid. development
Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,36 Full consolidation Property 30 129 (29) - Paseo de la Castellana, 83-85 Madrid. development
Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1,69 Equity method Property 329 2,162 (221) - Calle Gran Vía, 15 Madrid. development
Habitat Baix, S.L. 100.00% Vall. Div. Promoción, S.A.U. 14,40 Full consolidation Property 24 (3,886) (747) - Avenida Diagonal, 490 Barcelona development
Cortijo del Moro, S.A. 100.00% Claudia Zahara 22, S.L. 24,64 Proportionate consolidation Property 144 96 (34) - Avenida Eduardo Dato, 69 Sevilla. development
PROPERTY MANAGEMENT Subsidiaries and holding companies Testa Inmuebles en Renta, S.A. 99.50% Sacyr Vallehermoso, S.A. 792,96 Full consolidation Property rental holding 692,855 472,975 49,012 - Paseo de la Castellana, 83-85 Madrid.
Property managemexnt companies Testa Inmuebles en Renta, Nisa, V.H., S.A.U. 100.00% 1,13 Full consolidation Property rental 1,134 220 20 - S.A. Avenida Diagonal, 490 Barcelona
Testa Inmuebles en Renta, Trade Center Hotel, S.L.U. 100.00% 12,02 Full consolidation Property rental 12,020 11,911 2,322 - S.A. Avenida Diagonal, 490 Barcelona
Testa Inmuebles en Renta, Testa Residencial, S.L.U. 100.00% 101,73 Full consolidation Property rental 102,696 17,160 5,474 - S.A. Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 271
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Nova Benicalap, S.A. 22.50% Vall. Div. Promoción, S.A.U. 0,08 Equity method Property 361 155 (4) - Avenida Alfahuir, 45 Valencia. development
Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18,06 Proportionate consolidation Property 50 7,965 (1,192) - Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0,013 development
Promociones Residenciales Sofetral, S.A. 30.00% Vall. Div. Promoción, S.A.U. 1,05 Proportionate consolidation Property 3,497 889 26 - Plaza Carlos Trías Beltrán, 7 Madrid. development
Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0,18 Equity method Property 271 (408) - - Calle Tarrio,, s/n Culleredo - La Coruña. development
Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4,21 Equity method Property 16,200 316 (35) - Paseo de la Castellana, 81 Madrid. development
Claudia Zahara 22, S.L. 45.37% Vall. Div. Promoción, S.A.U. 9,18 Proportionate consolidation Property 4,954 (44) (1,650) - Avenida Eduardo Dato, 69 Sevilla. development
M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0,41 Equity method Property 5,377 3,891 265 - Puerta del Mar, 20 Malaga. development
Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2,10 Equity method Property 6,000 (1) - - Calle Príncipe de Vergara, 15 Madrid. development
Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,36 Full consolidation Property 30 129 (29) - Paseo de la Castellana, 83-85 Madrid. development
Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1,69 Equity method Property 329 2,162 (221) - Calle Gran Vía, 15 Madrid. development
Habitat Baix, S.L. 100.00% Vall. Div. Promoción, S.A.U. 14,40 Full consolidation Property 24 (3,886) (747) - Avenida Diagonal, 490 Barcelona development
Cortijo del Moro, S.A. 100.00% Claudia Zahara 22, S.L. 24,64 Proportionate consolidation Property 144 96 (34) - Avenida Eduardo Dato, 69 Sevilla. development
PROPERTY MANAGEMENT Subsidiaries and holding companies Testa Inmuebles en Renta, S.A. 99.50% Sacyr Vallehermoso, S.A. 792,96 Full consolidation Property rental holding 692,855 472,975 49,012 - Paseo de la Castellana, 83-85 Madrid.
Property managemexnt companies Testa Inmuebles en Renta, Nisa, V.H., S.A.U. 100.00% 1,13 Full consolidation Property rental 1,134 220 20 - S.A. Avenida Diagonal, 490 Barcelona
Testa Inmuebles en Renta, Trade Center Hotel, S.L.U. 100.00% 12,02 Full consolidation Property rental 12,020 11,911 2,322 - S.A. Avenida Diagonal, 490 Barcelona
Testa Inmuebles en Renta, Testa Residencial, S.L.U. 100.00% 101,73 Full consolidation Property rental 102,696 17,160 5,474 - S.A. Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 272 ANNUAL REPORT 2011
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Testa Inmuebles en Renta, Testa American Real State Corporation 100.00% 70,68 Full consolidation Property rental 70,387 22,095 3,369 - S.A. 11 11 Brickell Aveneu Miami - Estados Unidos de América.
Testa Inmuebles en Renta, Gesfontesta, S.A.U. 100.00% 0,64 Full consolidation Property rental 571 143 1,670 - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Prosacyr Hoteles, S.A. 100.00% 4,29 Full consolidation Property rental 180 4,104 - - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Gescentesta, S.L.U. 100.00% 0,003 Full consolidation Property rental 3 1 380 - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Itaceco, S.L.U. 100.00% 0,006 Full consolidation Property rental 6 (2) - - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Bardiomar, S.L. 50.00% 19,71 Proportionate consolidation Property rental 7,631 721 2,218 - S.A. Paseo del Club Deportivo, 1 Pozuelo de Alarcon - Madrid
Testa Inmuebles en Renta, Provitae Centros Asistenciales, S.L. 50.00% 11,57 Proportionate consolidation Property rental 6,314 (905) (26) - S.A. Calle Francisco de Rojas, 8 Madrid.
Testa Inmuebles en Renta, PK Inversiones 22, S.L. 50.00% 0,03 Proportionate consolidation Property rental 60 (18) 64 - S.A. Calle Príncipe de Vergara, 15 Madrid.
Testa Inmuebles en Renta, PK Hoteles 22, S.L. 32.50% 5,69 Equity method Property rental 5,801 (795) (24) - S.A. Calle Príncipe de Vergara, 15 Madrid.
Testa Inmuebles en Renta, Parking Palau, S.A. 33.00% 0,66 S.A. Equity method Property rental 1,998 359 167 - Plaza de América, 3 Valencia.
Tesfran, S.A. Testa Inmuebles en Renta, 99.106% 663,67 Full consolidation Property rental 667,000 (17,722) 20,785 - Rue Notre Dame Des Visctories, 12 París - Francia. S.A.
Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, 7,76 Proportionate consolidation Property rental 9,990 7,264 - - Avenida García Barbón, 1 Pontevedra. 11.11% S.A. 1,94 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 273
accounting year 2010 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Testa Inmuebles en Renta, Testa American Real State Corporation 100.00% 70,68 Full consolidation Property rental 70,387 22,095 3,369 - S.A. 11 11 Brickell Aveneu Miami - Estados Unidos de América.
Testa Inmuebles en Renta, Gesfontesta, S.A.U. 100.00% 0,64 Full consolidation Property rental 571 143 1,670 - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Prosacyr Hoteles, S.A. 100.00% 4,29 Full consolidation Property rental 180 4,104 - - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Gescentesta, S.L.U. 100.00% 0,003 Full consolidation Property rental 3 1 380 - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Itaceco, S.L.U. 100.00% 0,006 Full consolidation Property rental 6 (2) - - S.A. Paseo de la Castellana, 83-85 Madrid.
Testa Inmuebles en Renta, Bardiomar, S.L. 50.00% 19,71 Proportionate consolidation Property rental 7,631 721 2,218 - S.A. Paseo del Club Deportivo, 1 Pozuelo de Alarcon - Madrid
Testa Inmuebles en Renta, Provitae Centros Asistenciales, S.L. 50.00% 11,57 Proportionate consolidation Property rental 6,314 (905) (26) - S.A. Calle Francisco de Rojas, 8 Madrid.
Testa Inmuebles en Renta, PK Inversiones 22, S.L. 50.00% 0,03 Proportionate consolidation Property rental 60 (18) 64 - S.A. Calle Príncipe de Vergara, 15 Madrid.
Testa Inmuebles en Renta, PK Hoteles 22, S.L. 32.50% 5,69 Equity method Property rental 5,801 (795) (24) - S.A. Calle Príncipe de Vergara, 15 Madrid.
Testa Inmuebles en Renta, Parking Palau, S.A. 33.00% 0,66 S.A. Equity method Property rental 1,998 359 167 - Plaza de América, 3 Valencia.
Tesfran, S.A. Testa Inmuebles en Renta, 99.106% 663,67 Full consolidation Property rental 667,000 (17,722) 20,785 - Rue Notre Dame Des Visctories, 12 París - Francia. S.A.
Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, 7,76 Proportionate consolidation Property rental 9,990 7,264 - - Avenida García Barbón, 1 Pontevedra. 11.11% S.A. 1,94 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 274 ANNUAL REPORT 2011
SCOPE OF CONSOLIDATION 2011
NOTE: Indirect shareholdings are calculated based on the owner of the holding.
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend SACYR VALLEHERMOSO GROUP Subsidiaries and holding companies Sacyr Vallehermoso, S.A. Holding company for 422,598 1,673,106 (55,269) (40,843) Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group
Sacyr Vallehermoso Participaciones Mobiliarias, S.L. 100.00% Sacyr Vallehermoso, S.A. 200,00 Full consolidation Investment vehicle 200,000 144,128 (493,028) - Paseo de la Castellana, 83-85 Madrid. in Repsol YPF, S.A.
CONSTRUCTION Subsidiaries and holding companies Sacyr, S.A.U 100.00% Sacyr Vallehermoso, S.A. 297,83 Full consolidation Construction 52,320 537,980 53,083 - Paseo de la Castellana, 83-85 Madrid. holding company
Inchisacyr, S.A. 90.25% Sacyr Vallehermoso, S.A. 4,54 Full consolidation Investment vehicle 2,400 (479) 54 - Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr, S.A.U. 0,27 in Sacyr Chile
Sacyr Chile, S.A. 91.75% Sacyr, S.A.U. 13,13 Full consolidation Investment vehicle 14,278 18,024 20 - Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2,56 in Chilean construction firms
Somague, S.G.P.S. 100.00% Sacyr Vallehermoso, S.A. 229,40 Full consolidation Holding company for 130,500 19,443 7,496 - Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. Somague Engenharia
Sacyr México, S.A. de C.V. 99.998% Sacyr, S.A.U. 0,012 Full consolidation Construction 12 254 (234) - Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación 0.002% Prinur, S.A.U. 0,00000006 in Mexico Cuauhtémoc, México D.F. - México
Construction Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4,12 Full consolidation Explosives, blasting 5,151 29,910 1,346 - Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr, S.A.U. 0,85 and drilling/boring
Scrinser, S.A. 85.00% Sacyr, S.A.U. 0,51 Full consolidation Civil 601 48,955 7,022 - Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona. engineering
Prinur, S.A.U. 100.00% Sacyr, S.A.U. 3,18 Full consolidation Civil 3,185 12,209 6,048 - Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J engineering Sevilla.
Prinur Centroamérica, S.A. 99.17% Prinur, S.A.U. 0,010 Full consolidation Civil 10 12 - - El Salvador. engineering
Ideyco, S.A.U. 100.00% Prinur, S.A.U. 0,30 Full consolidation Technical trials and 301 (990) (500) - Calle Jarama,, s/n, parcela 8 nave 3 Toledo. quality control
Cavosa Chile, S.A. 100.00% Cavosa, S.A. 0,98 Full consolidation Explosives, blasting 2,583 913 17 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. and drilling/boring
Febide, S.A.U. 100.00% Sacyr, S.A.U. 0,75 Full consolidation Civil 601 455 (77) - Calle Gran Vía 35 5ª Vizcaya. engineering
Sacyr Agua Santa,S.A. 50.00% Sacyr Chile, S.A. 0,04 Proportionate Construction 74 - 414 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. consolidation in Chile
Constructora ACS-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0,07 Proportionate Construction 185 (100) (10) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. consolidation in Chile WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 275
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend SACYR VALLEHERMOSO GROUP Subsidiaries and holding companies Sacyr Vallehermoso, S.A. Holding company for 422,598 1,673,106 (55,269) (40,843) Paseo de la Castellana, 83-85 Madrid. Sacyr Vallehermoso Group
Sacyr Vallehermoso Participaciones Mobiliarias, S.L. 100.00% Sacyr Vallehermoso, S.A. 200,00 Full consolidation Investment vehicle 200,000 144,128 (493,028) - Paseo de la Castellana, 83-85 Madrid. in Repsol YPF, S.A.
CONSTRUCTION Subsidiaries and holding companies Sacyr, S.A.U 100.00% Sacyr Vallehermoso, S.A. 297,83 Full consolidation Construction 52,320 537,980 53,083 - Paseo de la Castellana, 83-85 Madrid. holding company
Inchisacyr, S.A. 90.25% Sacyr Vallehermoso, S.A. 4,54 Full consolidation Investment vehicle 2,400 (479) 54 - Paseo de la Castellana, 83-85 Madrid. 9.75% Sacyr, S.A.U. 0,27 in Sacyr Chile
Sacyr Chile, S.A. 91.75% Sacyr, S.A.U. 13,13 Full consolidation Investment vehicle 14,278 18,024 20 - Avenida Vitacura Nº 2939, oficina 1102 Santiago de Chile. 8.25% Inchisacyr 2,56 in Chilean construction firms
Somague, S.G.P.S. 100.00% Sacyr Vallehermoso, S.A. 229,40 Full consolidation Holding company for 130,500 19,443 7,496 - Rua da Tapada da Quinta de Cima, Linhó Sintra -Portugal. Somague Engenharia
Sacyr México, S.A. de C.V. 99.998% Sacyr, S.A.U. 0,012 Full consolidation Construction 12 254 (234) - Paseo de la Reforma n° 350, Piso 11 - Colonia Juárez Delegación 0.002% Prinur, S.A.U. 0,00000006 in Mexico Cuauhtémoc, México D.F. - México
Construction Cavosa, Obras y Proyectos, S.A. 91.00% Prinur, S.A.U. 4,12 Full consolidation Explosives, blasting 5,151 29,910 1,346 - Paseo de la Castellana, 83-85 Madrid. 9.00% Sacyr, S.A.U. 0,85 and drilling/boring
Scrinser, S.A. 85.00% Sacyr, S.A.U. 0,51 Full consolidation Civil 601 48,955 7,022 - Avenida Corts Catalanes,2,2,local 3 - Sant Cugat del Vallés Barcelona. engineering
Prinur, S.A.U. 100.00% Sacyr, S.A.U. 3,18 Full consolidation Civil 3,185 12,209 6,048 - Calle Luis Montoto 107-113 - Edificio Cristal, planta 4ª, modulo J engineering Sevilla.
Prinur Centroamérica, S.A. 99.17% Prinur, S.A.U. 0,010 Full consolidation Civil 10 12 - - El Salvador. engineering
Ideyco, S.A.U. 100.00% Prinur, S.A.U. 0,30 Full consolidation Technical trials and 301 (990) (500) - Calle Jarama,, s/n, parcela 8 nave 3 Toledo. quality control
Cavosa Chile, S.A. 100.00% Cavosa, S.A. 0,98 Full consolidation Explosives, blasting 2,583 913 17 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. and drilling/boring
Febide, S.A.U. 100.00% Sacyr, S.A.U. 0,75 Full consolidation Civil 601 455 (77) - Calle Gran Vía 35 5ª Vizcaya. engineering
Sacyr Agua Santa,S.A. 50.00% Sacyr Chile, S.A. 0,04 Proportionate Construction 74 - 414 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. consolidation in Chile
Constructora ACS-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0,07 Proportionate Construction 185 (100) (10) - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes Chile. consolidation in Chile WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 276 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Constructora Sacyr-Necso, S.A. 50.00% Sacyr Chile, S.A. 0,006 Proportionate Construction 17 37 - - Magdalena 140, oficina 501, comuna de Las Condes Chile. consolidation in Chile
Constructora Necso-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0,006 Proportionate Construction 17 81 17,607 - Magdalena 140, oficina 501, comuna de Las Condes Chile. consolidation in Chile
Obras y Servicios de Galicia y Asturias S.A.U. 100.00% Sacyr, S.A.U. 1,45 Full consolidation Civil 1,000 (19) (79) - Plaza de Vigo 2 , Santiago de Compostela. engineering
Tecnologica Lena, S.L. 35.00% Sacyr, S.A.U. 0,32 Proportionate Civil 906 (1,447) 26 - Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0,14 consolidation engineering
Constructora San José - San Ramón, S.A. 33.00% Sacyr Costa Rica, S.A. 0,05 Proportionate Construction of the 155 (64) (4) - Distrito séptimo La Uruca, cantón primero Costa Rica. consolidation San José - San Ramón road link
Constructora San José - Caldera CSJC, S.A. 33.00% Sacyr Costa Rica, S.A. 0,0005 Proportionate Construction of the 1 7,066 (847) - Alajuela - Costa Rica. consolidation San Jose- Caldera road link
SIS, S.C.P.A. 60.00% Sacyr, S.A.U. 9,00 Full consolidation Construction 15,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Nodo Di Palermo, S.p.A. 99.80% SIS, S.C.P.A. 39,92 Full consolidation Construction 40,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199,99 Full consolidation Construction 200,000 836 1,471 - Vian Invorio, 24/A, Turín - Italia. 0.10% Itinere Infraestructuras, S.A. 0,01 in Italy
Somague Engenharia, S.A. 100.00% Somague, SGPS 58,45 Full consolidation Civil 58,450 12,687 8,576 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. engineering and building
Sacyr Costa Rica, S.A. 100.00% Sacyr, S.A.U. 1,38 Full consolidation Construction 1,383 1,534 (3) - San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa in Costa Rica Rica.
Eurolink, S.c.p.A. 18.70% Sacyr, S.A.U. 28,05 Equity Construction 37,500 - - - Corso D'Italia, 83 .Roma - Italia. method in Italy
Sacyr Ireland Limited 100.00% Sacyr, S.A.U. 42,72 Full consolidation Construction 42,722 2,288 1,676 - Unit 11, Harmony court, harmony rowIrlanda.Dublin 2 - Irlanda. in Ireland
N6 Construction Limirted 42.50% Sacyr Ireland Limited 0,00002 Proportionate Construction - (50,102) (32,979) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. consolidation in Ireland
M50 (D&C) Limited 42.50% Sacyr Ireland Limited 0,000085 Proportionate Construction - (10,892) 2,146 - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. consolidation in Ireland
Sacyr Servicios México, S.A. de C.V. 99.998% Sacyr México, S.A. de C.V. 0,044 Full consolidation Construction 3 15 2 - Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, México D.F. - 0.002% Sacyr S.A.U. 0,00 in Mexico México.
SV-LIDCO Construcciones Generales 60.00% Sacyr, S.A.U. 3,31 Full consolidation Construction 5,360 (12,578) (3,175) - Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libia. in Libya
Sacyr Panamá, S.A. 100.00% Sacyr, S.A.U. 1,41 Full consolidation Construction 1,147 (526) (154) - Ciudad de Panamá, República de Panamá in Panama
Grupo Unidos por el Canal, S.A. 48.00% Sacyr Vallehermoso, S.A. 0,28 Proportionate Construction 600 7,395 4,613 - Ciudad de Panamá, República de Panamá consolidation in Panama WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 277
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Constructora Sacyr-Necso, S.A. 50.00% Sacyr Chile, S.A. 0,006 Proportionate Construction 17 37 - - Magdalena 140, oficina 501, comuna de Las Condes Chile. consolidation in Chile
Constructora Necso-Sacyr, S.A. 50.00% Sacyr Chile, S.A. 0,006 Proportionate Construction 17 81 17,607 - Magdalena 140, oficina 501, comuna de Las Condes Chile. consolidation in Chile
Obras y Servicios de Galicia y Asturias S.A.U. 100.00% Sacyr, S.A.U. 1,45 Full consolidation Civil 1,000 (19) (79) - Plaza de Vigo 2 , Santiago de Compostela. engineering
Tecnologica Lena, S.L. 35.00% Sacyr, S.A.U. 0,32 Proportionate Civil 906 (1,447) 26 - Calle La Vega 5, 4º - Campomanes Asturias. 15.00% Cavosa, S.A. 0,14 consolidation engineering
Constructora San José - San Ramón, S.A. 33.00% Sacyr Costa Rica, S.A. 0,05 Proportionate Construction of the 155 (64) (4) - Distrito séptimo La Uruca, cantón primero Costa Rica. consolidation San José - San Ramón road link
Constructora San José - Caldera CSJC, S.A. 33.00% Sacyr Costa Rica, S.A. 0,0005 Proportionate Construction of the 1 7,066 (847) - Alajuela - Costa Rica. consolidation San Jose- Caldera road link
SIS, S.C.P.A. 60.00% Sacyr, S.A.U. 9,00 Full consolidation Construction 15,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Nodo Di Palermo, S.p.A. 99.80% SIS, S.C.P.A. 39,92 Full consolidation Construction 40,000 - - - Vian Invorio, 24/A, Turín - Italia. in Italy
Superstrada Pedemontana Veneta, SRL 99.99% SIS, S.C.P.A. 199,99 Full consolidation Construction 200,000 836 1,471 - Vian Invorio, 24/A, Turín - Italia. 0.10% Itinere Infraestructuras, S.A. 0,01 in Italy
Somague Engenharia, S.A. 100.00% Somague, SGPS 58,45 Full consolidation Civil 58,450 12,687 8,576 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. engineering and building
Sacyr Costa Rica, S.A. 100.00% Sacyr, S.A.U. 1,38 Full consolidation Construction 1,383 1,534 (3) - San José, Escazú de la Tienda edificio Terraforte, 4º, Carrión-Costa in Costa Rica Rica.
Eurolink, S.c.p.A. 18.70% Sacyr, S.A.U. 28,05 Equity Construction 37,500 - - - Corso D'Italia, 83 .Roma - Italia. method in Italy
Sacyr Ireland Limited 100.00% Sacyr, S.A.U. 42,72 Full consolidation Construction 42,722 2,288 1,676 - Unit 11, Harmony court, harmony rowIrlanda.Dublin 2 - Irlanda. in Ireland
N6 Construction Limirted 42.50% Sacyr Ireland Limited 0,00002 Proportionate Construction - (50,102) (32,979) - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. consolidation in Ireland
M50 (D&C) Limited 42.50% Sacyr Ireland Limited 0,000085 Proportionate Construction - (10,892) 2,146 - 70, Sir John Rogerson’s Quay Dublin 2 - Irlanda. consolidation in Ireland
Sacyr Servicios México, S.A. de C.V. 99.998% Sacyr México, S.A. de C.V. 0,044 Full consolidation Construction 3 15 2 - Periférico Sur 4302 – 105 - Col. Jardines del Pedregal, México D.F. - 0.002% Sacyr S.A.U. 0,00 in Mexico México.
SV-LIDCO Construcciones Generales 60.00% Sacyr, S.A.U. 3,31 Full consolidation Construction 5,360 (12,578) (3,175) - Al Seyahiya, Madneen Street (Behind Bader Mosque) Tripoli - Libia. in Libya
Sacyr Panamá, S.A. 100.00% Sacyr, S.A.U. 1,41 Full consolidation Construction 1,147 (526) (154) - Ciudad de Panamá, República de Panamá in Panama
Grupo Unidos por el Canal, S.A. 48.00% Sacyr Vallehermoso, S.A. 0,28 Proportionate Construction 600 7,395 4,613 - Ciudad de Panamá, República de Panamá consolidation in Panama WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 278 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Sacyr India Infra Projects Private Limited 99.98% Sacyr S.A.U. 0,36 Full consolidation Construction 353 7 (256) - SF-08, Second Floor, Vasant Square Mall Vasant Kunj- New 0.02% Cavosa, S.A 0,00 in India Delhi-110070, Delhi, India.
Sacyr Perú, S.A.C. 99.99% Sacyr S.A.U. 0,043 Full consolidation Construction 43 (17) (209) - C/ Monteflor 655 - Dpto 202, Lima. Perú. 0.01% Cavosa, S.A 0,00 in Peru
Sacyr Colombia, S.A. 99.00% Sacyr, S.A.U. 2,74 Full consolidation Construction 2,775 (1,526) (157) - Transv. 19A- N98-12 Oficina 801A. Bogotá. Colombia 1.00% 0,03 in Colombia
New technologies
Build2Edifica, S.A. 6.16% Sacyr, S.A.U. 0,82 Equity Construction internet 60 2,204 188 - Carretera de la Coruña-A6-, KM. 22,500-Las Rozas - Madrid. method portal
CONCESSIONS Subsidiaries and holding companies Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 366,07 Full consolidation Concessions holding company 394,667 (33,580) (169,351) - Paseo de la Castellana, 83-85 Madrid.
Itinere Infraestructuras, S.A. 15.48% Sacyr Vallehermoso, S.A. 173,04 Equity Operation of 105,510 702,635 (73,123) - Paseo de la Castellana, 83-85 Madrid. 9.89% method concessions
Somague Concessoes, S.A. 100.00% Sacyr Concesiones, S.L. 31,49 Full consolidation Operation of 20,545 26,984 7,430 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. concessions
SyV Conc. Costa Rica, S.A. 100.00% Sacyr Vallehermoso, S.A. 4,71 Full consolidation Investment vehicle 956 3,900 (106) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
SyV CR Valle del Sol, S.A. 100.00% Sacyr Vallehermoso, S.A. 16,28 Full consolidation Investment vehicle 641 16,507 2 - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
Sacyr Concesiones Limited 100.00% Sacyr Concesiones, S.L. 30,16 Full consolidation 30,159 59 2,344 - Concessions holding company 5th Floor, Harmony Court, Harmony Row Dubin 2 - Irlanda.
M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate Concessions holding company 50 (1) - - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation
N6 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate Construction 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation concessions
SyV México Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0,03 Full consolidation Construction in 162 (178) (9) - Paseo de la Reforma, 350 México D.F. - México 0.002% Neopistas, S.A.U. 0,00 Mexico
Concessionaires Neopistas, S.A.U. (NEOPISTAS) 100.00% Sacyr Concesiones, S.L. 3,04 Full consolidation Construction and operation 1,684 (1,223) (686) - Paseo de la Castellana, 83-85 Madrid. of service areas
Aeropuertos de la Rg. de Murcia, S.A. 12.86% Sacyr Vallehermoso, S.A. 0,08 Equity Construction and operation 575 (47) 8 - Calle Juan Antonio Hernandez del Aguila 4, 3º A Murcia. method of airports
Motorways de Peaje en Motorway of Noroeste Concesionaria de la CARM, S.A. (AUNOR) 100.00% 14,46 Full consolidation Concession Motorway 14,460 6,857 2,256 - Sombra, S.L. Calle Molina del Segura, 8 Murcia. del Noroeste
Metro de Sevilla Sociedad Conc. de la Junta de Andalucia, S.A. 32.77% Sacyr Concesiones, S.L. 42,03 Equity Operation of Line 1 of the 126,820 11,514 5,784 - Calle Carmen Vendrell, s/n Sevilla. method Seville metro WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 279
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Sacyr India Infra Projects Private Limited 99.98% Sacyr S.A.U. 0,36 Full consolidation Construction 353 7 (256) - SF-08, Second Floor, Vasant Square Mall Vasant Kunj- New 0.02% Cavosa, S.A 0,00 in India Delhi-110070, Delhi, India.
Sacyr Perú, S.A.C. 99.99% Sacyr S.A.U. 0,043 Full consolidation Construction 43 (17) (209) - C/ Monteflor 655 - Dpto 202, Lima. Perú. 0.01% Cavosa, S.A 0,00 in Peru
Sacyr Colombia, S.A. 99.00% Sacyr, S.A.U. 2,74 Full consolidation Construction 2,775 (1,526) (157) - Transv. 19A- N98-12 Oficina 801A. Bogotá. Colombia 1.00% 0,03 in Colombia
New technologies
Build2Edifica, S.A. 6.16% Sacyr, S.A.U. 0,82 Equity Construction internet 60 2,204 188 - Carretera de la Coruña-A6-, KM. 22,500-Las Rozas - Madrid. method portal
CONCESSIONS Subsidiaries and holding companies Sacyr Concesiones, S.L. 100.00% Sacyr Vallehermoso, S.A. 366,07 Full consolidation Concessions holding company 394,667 (33,580) (169,351) - Paseo de la Castellana, 83-85 Madrid.
Itinere Infraestructuras, S.A. 15.48% Sacyr Vallehermoso, S.A. 173,04 Equity Operation of 105,510 702,635 (73,123) - Paseo de la Castellana, 83-85 Madrid. 9.89% method concessions
Somague Concessoes, S.A. 100.00% Sacyr Concesiones, S.L. 31,49 Full consolidation Operation of 20,545 26,984 7,430 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. concessions
SyV Conc. Costa Rica, S.A. 100.00% Sacyr Vallehermoso, S.A. 4,71 Full consolidation Investment vehicle 956 3,900 (106) - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
SyV CR Valle del Sol, S.A. 100.00% Sacyr Vallehermoso, S.A. 16,28 Full consolidation Investment vehicle 641 16,507 2 - San José, Edificio Terraforte, 4º Costa Rica. in Costa Rican concessions
Sacyr Concesiones Limited 100.00% Sacyr Concesiones, S.L. 30,16 Full consolidation 30,159 59 2,344 - Concessions holding company 5th Floor, Harmony Court, Harmony Row Dubin 2 - Irlanda.
M50 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate Concessions holding company 50 (1) - - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation
N6 Concession Holding Ltd 45.00% Sacyr Concesiones Limited 0,02 Proportionate Construction 50 - - - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation concessions
SyV México Holding, S.A. de C.V. 99.998% Sacyr Vallehermoso, S.A. 0,03 Full consolidation Construction in 162 (178) (9) - Paseo de la Reforma, 350 México D.F. - México 0.002% Neopistas, S.A.U. 0,00 Mexico
Concessionaires Neopistas, S.A.U. (NEOPISTAS) 100.00% Sacyr Concesiones, S.L. 3,04 Full consolidation Construction and operation 1,684 (1,223) (686) - Paseo de la Castellana, 83-85 Madrid. of service areas
Aeropuertos de la Rg. de Murcia, S.A. 12.86% Sacyr Vallehermoso, S.A. 0,08 Equity Construction and operation 575 (47) 8 - Calle Juan Antonio Hernandez del Aguila 4, 3º A Murcia. method of airports
Motorways de Peaje en Motorway of Noroeste Concesionaria de la CARM, S.A. (AUNOR) 100.00% 14,46 Full consolidation Concession Motorway 14,460 6,857 2,256 - Sombra, S.L. Calle Molina del Segura, 8 Murcia. del Noroeste
Metro de Sevilla Sociedad Conc. de la Junta de Andalucia, S.A. 32.77% Sacyr Concesiones, S.L. 42,03 Equity Operation of Line 1 of the 126,820 11,514 5,784 - Calle Carmen Vendrell, s/n Sevilla. method Seville metro WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 280 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Alazor Inversiones, S.A. (ALAZOR) 25.16% Sacyr Vallehermoso, S.A. 56,25 Equity Concession 223,600 (227,319) (20,776) - Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odon - 26,70 method R-3 and R-5 motorways Madrid.
Sociedad Concesionaria de Palma-Manacor, S.A. 40.00% Sacyr Concesiones, S.L. 7,45 Proportionate Concession C-715 motorway 19,650 (12,785) (3,027) - Carretera Palma-Manacor Km 25,500 Algaida - Mallorca consolidation Palma – Manacor
Inversora de Autopistas del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99,83 Equity Concession, R-4 Motorway 44,185 129,930 (13,490) - Plaza Manuel Gomez Moreno,2 Madrid method
Motorways de Peaje en Motorway of Turia, Conc. de la Generalitat Valenciana, S.A. 89.00% 23,33 Full consolidation Concession, CV-35 Motorway 36,250 (18,175) (6,275) - Sombra, S.L. and CV-5- north alternate route CV-35 Km - PK 8.500 Paterna - Valencia. 7,25
Viastur Concesionaria del Principado de Asturias, S.A. 70.00% Sacyr Concesiones, S.L. 10,03 Full consolidation Concession, As-18 Motorway 14,326 (21,496) (6,490) - Lugo de Llanera - Llanera - Asturias. and widening of the AS-17 road
Autopistas del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15,30 Full consolidation Operation of concessions 641 16,507 2 - San José, Edificio Terraforte, Cuarto Piso - Costa Rica
Motorway of Valle S.A. 35.00% SyV Conc. Costa Rica, S.A. 4,78 Proportionate Concession for the 2,370 10,998 - - San José, Edificio Terraforte, Cuarto Piso - Costa Rica consolidation San José - San Ramón road link
Intercambiador de Transportes de Moncloa, S.A. 100.00% Conc. Intercambiadrores de 18,07 Full consolidation Construction and operation of the 16,862 (7,239) 1,918 - Paseo de la Castellana, 83-85 Madrid. 20.00% Transporte, S.L. 3,37 Moncloa transport hub
Motorway of Eresma Conc. de la.Junta de Castilla y León, S.A. 80.00% Sacyr Concesiones, S.L. 13,11 Full consolidation Construction and operation of 17,000 (10,755) (1,268) - Carbonero el Mayor - Segovia 3,40 Valladolid-Segovia Motorway
Motorway of Barbanza Conc. de la Xunta de Galicia, S.A. 80.00% Sacyr Concesiones, S.L. 7,52 Full consolidation Construction and operation of 9,400 (15,645) (4,670) - Calle Vilariño Boiro La Coruña. Barbanza Motorway
Motorway of Guadalmedina Conceseionaria Española, S.A. 40.00% Sacyr Concesiones, S.L. 44,57 Equity Construction and operation of 55,123 40,471 (1,945) - of the Málaga-Las Pedrizas Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. 35,10 method motorway
Majadahonda Hospital Hospital de Majadahonda, S.A. 20.00% Sacyr Concesiones, S.L. 3,66 Equity 18,283 (8,462) 5,483 - Concession Calle Joaquin Rodrigp, 2 Majadahonda Madrid. method
Hospital de Parla, S.A. 100.00% Sacyr Concesiones, S.L. 11,82 Full consolidation Construction and concession 11,820 (246) 1,523 - Paseo de la Castellana, 83-85 0,59 Hospital de Parla
Hospital del Noreste, S.A. 100.00% Sacyr Concesiones, S.L. 14,30 Full consolidation Construction and concession 14,300 (1,607) 1,553 - Paseo de la Castellana, 83-85 5.00% 0,71 Hospital del Noreste
Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de 19,50 Full consolidation Construction and concession 19,505 (1,560) 1,314 - Paseo de la Castellana, 83-85 Madrid Transporte, S.L. 3,90 Plaza Eliptica transport hub Sacyr Vallehermoso, S.A. Motorway of Arlanzón, S.A. 95.00% 22,53 Concession Santo Tomé de 23,723 (5,242) 387 - Valoria Conserv. e Infraest. Full consolidation Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% 1,18 Puerto-Burgos motorway S.A. Inversora Autopista de Levante, S.L. 40.00% Sacyr Concesiones, S.L. 42,29 Equity Concession, 67,919 (33,686) (12,221) - Plaza Manuel Gomez Moreno,2 edificio Alfredo Mahou Madrid. method Ocaña - La Roda motorway
Hospital Majadahonda Explotaciones, S.L. 25.00% Sacyr Concesiones, S.L. 0,0025 Equity Construction and concession 10 2,916 982 - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. method Majadahonda Hospital WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 281
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Alazor Inversiones, S.A. (ALAZOR) 25.16% Sacyr Vallehermoso, S.A. 56,25 Equity Concession 223,600 (227,319) (20,776) - Carretera de circunvalacion M-50, KM 67,500, Villaviciosa de Odon - 26,70 method R-3 and R-5 motorways Madrid.
Sociedad Concesionaria de Palma-Manacor, S.A. 40.00% Sacyr Concesiones, S.L. 7,45 Proportionate Concession C-715 motorway 19,650 (12,785) (3,027) - Carretera Palma-Manacor Km 25,500 Algaida - Mallorca consolidation Palma – Manacor
Inversora de Autopistas del Sur, S.L. 35.00% Sacyr Concesiones, S.L. 99,83 Equity Concession, R-4 Motorway 44,185 129,930 (13,490) - Plaza Manuel Gomez Moreno,2 Madrid method
Motorways de Peaje en Motorway of Turia, Conc. de la Generalitat Valenciana, S.A. 89.00% 23,33 Full consolidation Concession, CV-35 Motorway 36,250 (18,175) (6,275) - Sombra, S.L. and CV-5- north alternate route CV-35 Km - PK 8.500 Paterna - Valencia. 7,25
Viastur Concesionaria del Principado de Asturias, S.A. 70.00% Sacyr Concesiones, S.L. 10,03 Full consolidation Concession, As-18 Motorway 14,326 (21,496) (6,490) - Lugo de Llanera - Llanera - Asturias. and widening of the AS-17 road
Autopistas del Sol, S.A. 35.00% SyV CR Valle del Sol, S.A. 15,30 Full consolidation Operation of concessions 641 16,507 2 - San José, Edificio Terraforte, Cuarto Piso - Costa Rica
Motorway of Valle S.A. 35.00% SyV Conc. Costa Rica, S.A. 4,78 Proportionate Concession for the 2,370 10,998 - - San José, Edificio Terraforte, Cuarto Piso - Costa Rica consolidation San José - San Ramón road link
Intercambiador de Transportes de Moncloa, S.A. 100.00% Conc. Intercambiadrores de 18,07 Full consolidation Construction and operation of the 16,862 (7,239) 1,918 - Paseo de la Castellana, 83-85 Madrid. 20.00% Transporte, S.L. 3,37 Moncloa transport hub
Motorway of Eresma Conc. de la.Junta de Castilla y León, S.A. 80.00% Sacyr Concesiones, S.L. 13,11 Full consolidation Construction and operation of 17,000 (10,755) (1,268) - Carbonero el Mayor - Segovia 3,40 Valladolid-Segovia Motorway
Motorway of Barbanza Conc. de la Xunta de Galicia, S.A. 80.00% Sacyr Concesiones, S.L. 7,52 Full consolidation Construction and operation of 9,400 (15,645) (4,670) - Calle Vilariño Boiro La Coruña. Barbanza Motorway
Motorway of Guadalmedina Conceseionaria Española, S.A. 40.00% Sacyr Concesiones, S.L. 44,57 Equity Construction and operation of 55,123 40,471 (1,945) - of the Málaga-Las Pedrizas Calle Peñoncillos, Málaga. 14 Casa Bermeja - Málaga. 35,10 method motorway
Majadahonda Hospital Hospital de Majadahonda, S.A. 20.00% Sacyr Concesiones, S.L. 3,66 Equity 18,283 (8,462) 5,483 - Concession Calle Joaquin Rodrigp, 2 Majadahonda Madrid. method
Hospital de Parla, S.A. 100.00% Sacyr Concesiones, S.L. 11,82 Full consolidation Construction and concession 11,820 (246) 1,523 - Paseo de la Castellana, 83-85 0,59 Hospital de Parla
Hospital del Noreste, S.A. 100.00% Sacyr Concesiones, S.L. 14,30 Full consolidation Construction and concession 14,300 (1,607) 1,553 - Paseo de la Castellana, 83-85 5.00% 0,71 Hospital del Noreste
Interc. de Transporte de Plaza Elíptica, S.A. 100.00% Conc. Intercambiadrores de 19,50 Full consolidation Construction and concession 19,505 (1,560) 1,314 - Paseo de la Castellana, 83-85 Madrid Transporte, S.L. 3,90 Plaza Eliptica transport hub Sacyr Vallehermoso, S.A. Motorway of Arlanzón, S.A. 95.00% 22,53 Concession Santo Tomé de 23,723 (5,242) 387 - Valoria Conserv. e Infraest. Full consolidation Carretera N-122, Km 273, Aranda de Duero - Burgos. 5.00% 1,18 Puerto-Burgos motorway S.A. Inversora Autopista de Levante, S.L. 40.00% Sacyr Concesiones, S.L. 42,29 Equity Concession, 67,919 (33,686) (12,221) - Plaza Manuel Gomez Moreno,2 edificio Alfredo Mahou Madrid. method Ocaña - La Roda motorway
Hospital Majadahonda Explotaciones, S.L. 25.00% Sacyr Concesiones, S.L. 0,0025 Equity Construction and concession 10 2,916 982 - Calle Joaquin Rodrigp, 2 Majadahonda Madrid. method Majadahonda Hospital WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 282 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Motorway de Peaje en Sombra, S.L. 51.00% Sacyr Concesiones, S.L. 7,86 Proportionate Construction, maintenance and 7,704 7,489 777 - Paseo de la Castellana, 83-85 Madrid consolidation operation of infrastructure
Conc. Intercambiadores de Transporte, S.L. 51.00% Sacyr Concesiones, S.L. 6,82 Proportionate Construction, maintenance and 7,518 5,469 (987) - Paseo de la Castellana, 83-85 Madrid consolidation operation of infrastructure
N6 Concession Ltd 100.00% N6 Concession Holding Ltd 0,05 Proportionate Construction and concession for 50 (18,600) (8,770) - of the Galway -Ballinasloe N6 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation stretch
N6 Operations Ltd 50.00% Sacyr Concesiones Limited 0,00 Proportionate Maintenance and operation of the - 128 744 - of the Galway -Ballinasloe N6 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation stretch
M50 Concession Ltd 100.00% M50 Concession Hoilding Ltd 0,05 Proportionate Construction and concession 50 (37,223) 236 - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation of the M50 Dublin ring road
SyV México Holding, S.A. SyV Servicios México, S.A. de C.V. 99.998% 0,003 Full consolidation Construction in 3 (5) (1) - de C.V. Delegación Coyoacán, México D.F. - México. 0.002% Sacyr Vallehermoso, S.A. 0,000010 Mexico
Tenemetro, S.L. 30.00% Sacyr Concesiones, S.L. 0,63 Equity Maintenance and operation of the 9,000 (7,473) (764) - Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife method Tenerife metro
Sacyr Concesiones Chile, S.A. 78.490% Sacyr Concesiones, S.L. 16,14 Full consolidation Construction and operation of 19,038 1,918 896 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 21.510% Sacyr Chile, S.A. 4,41 concessions in Chile Santiago Chile
Sacyr Concesiones Chile, S.C. Valles del Desierto, S.A. 60.00% 21,60 Full consolidation Construction and operation of 35,917 5,366 (1,102) - S.A. Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- concessions in Chile Santiago Chile
Sacyr Concesiones Chile, Sacyr Operación y Servicios, S.A. 88.67% 0,82 Full consolidation Construction and operation of 916 (24) (370) - S.A. Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 11.33% Sacyr Concesiones, S.A. 0,100 concessions in Chile Santiago Chile
Hospitales Concesionados, S.L. 100.00% Sacyr Concesiones, S.L. 0,018 Full consolidation Maintenance and operation of 18 (1) (3) - Paseo de la Castellana, 83-85 Madrid. hospital infrastructure
Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. 60.665% Sacyr Concesiones, S.L. 15,17 Full consolidation Construction 25,000 (116) (19) - Calle Molina de Segura, 8 Torrelago in Spain
Sacyr Concesiones Chile, Sociedad Concesionaria Valles del Bio Bio, S.A. 51.00% 26,100 51,189 1,538 (385) - S.A. Construction and maintenance of Full consolidation Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- the Concepción-Cabrero Highway Santiago Chile
Sacyr Concesiones Chile, Sociedad Concesionaria Rutas del Desierto, S.A. 51.00% 15,440 30,281 910 (171) - S.A. Full consolidation Services Holding Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile
SERVICES Subsidiaries and holding companies Valoriza Gestión, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 165,54 Full consolidation Services Holding 122,133 69,107 12,842 - Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 283
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Motorway de Peaje en Sombra, S.L. 51.00% Sacyr Concesiones, S.L. 7,86 Proportionate Construction, maintenance and 7,704 7,489 777 - Paseo de la Castellana, 83-85 Madrid consolidation operation of infrastructure
Conc. Intercambiadores de Transporte, S.L. 51.00% Sacyr Concesiones, S.L. 6,82 Proportionate Construction, maintenance and 7,518 5,469 (987) - Paseo de la Castellana, 83-85 Madrid consolidation operation of infrastructure
N6 Concession Ltd 100.00% N6 Concession Holding Ltd 0,05 Proportionate Construction and concession for 50 (18,600) (8,770) - of the Galway -Ballinasloe N6 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation stretch
N6 Operations Ltd 50.00% Sacyr Concesiones Limited 0,00 Proportionate Maintenance and operation of the - 128 744 - of the Galway -Ballinasloe N6 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation stretch
M50 Concession Ltd 100.00% M50 Concession Hoilding Ltd 0,05 Proportionate Construction and concession 50 (37,223) 236 - 25-28 North Wall Quay Dublin 1 - Irlanda. consolidation of the M50 Dublin ring road
SyV México Holding, S.A. SyV Servicios México, S.A. de C.V. 99.998% 0,003 Full consolidation Construction in 3 (5) (1) - de C.V. Delegación Coyoacán, México D.F. - México. 0.002% Sacyr Vallehermoso, S.A. 0,000010 Mexico
Tenemetro, S.L. 30.00% Sacyr Concesiones, S.L. 0,63 Equity Maintenance and operation of the 9,000 (7,473) (764) - Carretera general la Custa-Taco 124 La Laguna - Santa Cruz de Tenerife method Tenerife metro
Sacyr Concesiones Chile, S.A. 78.490% Sacyr Concesiones, S.L. 16,14 Full consolidation Construction and operation of 19,038 1,918 896 - Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 21.510% Sacyr Chile, S.A. 4,41 concessions in Chile Santiago Chile
Sacyr Concesiones Chile, S.C. Valles del Desierto, S.A. 60.00% 21,60 Full consolidation Construction and operation of 35,917 5,366 (1,102) - S.A. Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- concessions in Chile Santiago Chile
Sacyr Concesiones Chile, Sacyr Operación y Servicios, S.A. 88.67% 0,82 Full consolidation Construction and operation of 916 (24) (370) - S.A. Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- 11.33% Sacyr Concesiones, S.A. 0,100 concessions in Chile Santiago Chile
Hospitales Concesionados, S.L. 100.00% Sacyr Concesiones, S.L. 0,018 Full consolidation Maintenance and operation of 18 (1) (3) - Paseo de la Castellana, 83-85 Madrid. hospital infrastructure
Sociedad Concesionaria Aeropuerto de la Región de Murcia, S.A. 60.665% Sacyr Concesiones, S.L. 15,17 Full consolidation Construction 25,000 (116) (19) - Calle Molina de Segura, 8 Torrelago in Spain
Sacyr Concesiones Chile, Sociedad Concesionaria Valles del Bio Bio, S.A. 51.00% 26,100 51,189 1,538 (385) - S.A. Construction and maintenance of Full consolidation Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- the Concepción-Cabrero Highway Santiago Chile
Sacyr Concesiones Chile, Sociedad Concesionaria Rutas del Desierto, S.A. 51.00% 15,440 30,281 910 (171) - S.A. Full consolidation Services Holding Avenida Vitacura Nº 2939, oficina 1102, comuna de Las Condes- Santiago Chile
SERVICES Subsidiaries and holding companies Valoriza Gestión, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 165,54 Full consolidation Services Holding 122,133 69,107 12,842 - Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 284 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Somague Ambiente, S.A. 100.00% Valoriza Gestión, S.A.U. 15,30 Full consolidation Environmental consultancy and 10,000 38,841 1,476 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. management
Valoriza Energía, S.L.U. 100.00% Valoriza Gestión, S.A.U. 31,52 Full consolidation Power generation 20,545 26,984 7,430 - Paseo de la Castellana, 83-85 Madrid projects
Valoriza Agua, S.L. 100.00% Valoriza Gestión, S.A.U. 95,40 Full consolidation Environmental consultancy and 83,841 10,370 6,015 - Paseo de la Castellana, 83-85 Madrid management
Valoriza Facilities, S.A.U. 100.00% Valoriza Gestión, S.A.U. 1,48 Full consolidation Integrated property 1,181 5,386 4,427 - Paseo de la Castellana, 83-85 Madrid management
Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135,31 Full consolidation Environmental management 17,129 39,230 12,868 - Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0,21
Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3,10 Proportionate Maritime services 3 3,573 2,067 - Calle Ayala, 6 Madrid. consolidation
Enervalor Naval, S.L. 40.00% Valoriza Gestión, S.A.U. 0,18 Equity Construction and maintenance 450 (258) (4) - Lugar Santa Tecla, 69 Vigo - Pontevedra method of wind farms
Services Environment Valoriza Conservación de Infraestructuras, S.A. 100.00% Valoriza Gestión, S.A.U. 0,74 Full consolidation Environmental consultancy and 750 3,078 1,336 - Paseo de la Castellana, 83-85 Madrid management
Energy Repsol YPF, S.A. 10.01% Sacyr Vallehermoso Partic. 3,264,40 Equity International integrated 1,221,000 20,759,000 2,193,000 (635,000) Paseo de la Castellana, 278 Madrid Mobii.S.L. method oil and gas company
Iberese, S.A. 100.00% Valoriza Energía, S.L.U. 5,73 Full consolidation Power generation 1,387 17,234 1,305 - Calle Rivera de Axpe 28 Ptl.2º Erandio - Vizcaya. projects
Olextra, S.A. 75.59% Valoriza Energía, S.L.U. 3,48 Full consolidation Power generation 4,600 1,240 2,779 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 12.00% Iberese, S.A. 0,55 projects
Extragol, S.L. 43.76% Valoriza Energía, S.L.U. 1,05 Full consolidation Power generation 2,404 6,054 1,671 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 25.00% Iberese, S.A. 0,60 projects
Secaderos de Biomasa, S.A. (SEDEBISA) 78.28% Valoriza Energía, S.L.U. 2,43 Full consolidation Energy recovery from 2,900 547 123 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla pomace oil
Biomasas de Puente Genil, S.L. 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation Power generation 2,600 2,986 1,218 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla projects
Compañía Energética de Pata de Mulo, S.L. 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation Power generation 2,600 2,608 2,078 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla projects
Compañía Energética de La Roda, S.L. 75.00% Valoriza Energía, S.L.U. 0,98 Full consolidation Power generation 1,300 1,201 589 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 15.00% Iberese, S.A. 0,20 projects
Compañía Energética Las Villas, S.L. 90.00% Valoriza Energía, S.L.U. 0,05 Full consolidation Power generation and 700 661 2,719 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Compañía Energética Puente del Obispo, S.L. 90.00% Valoriza Energía, S.L.U. 0,45 Full consolidation Power generation and 500 1,922 2,921 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 285
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Somague Ambiente, S.A. 100.00% Valoriza Gestión, S.A.U. 15,30 Full consolidation Environmental consultancy and 10,000 38,841 1,476 - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. management
Valoriza Energía, S.L.U. 100.00% Valoriza Gestión, S.A.U. 31,52 Full consolidation Power generation 20,545 26,984 7,430 - Paseo de la Castellana, 83-85 Madrid projects
Valoriza Agua, S.L. 100.00% Valoriza Gestión, S.A.U. 95,40 Full consolidation Environmental consultancy and 83,841 10,370 6,015 - Paseo de la Castellana, 83-85 Madrid management
Valoriza Facilities, S.A.U. 100.00% Valoriza Gestión, S.A.U. 1,48 Full consolidation Integrated property 1,181 5,386 4,427 - Paseo de la Castellana, 83-85 Madrid management
Valoriza Servicios Medioambientales, S.A. 93.47% Valoriza Gestión, S.A.U. 135,31 Full consolidation Environmental management 17,129 39,230 12,868 - Calle Juan Esplandíu, 11-13 Madrid. 6.53% Hidroandaluza, S.A. 0,21
Suardíaz Servicios Marítimos de Barcelona, S.L. 50.03% Valoriza Gestión, S.A.U. 3,10 Proportionate Maritime services 3 3,573 2,067 - Calle Ayala, 6 Madrid. consolidation
Enervalor Naval, S.L. 40.00% Valoriza Gestión, S.A.U. 0,18 Equity Construction and maintenance 450 (258) (4) - Lugar Santa Tecla, 69 Vigo - Pontevedra method of wind farms
Services Environment Valoriza Conservación de Infraestructuras, S.A. 100.00% Valoriza Gestión, S.A.U. 0,74 Full consolidation Environmental consultancy and 750 3,078 1,336 - Paseo de la Castellana, 83-85 Madrid management
Energy Repsol YPF, S.A. 10.01% Sacyr Vallehermoso Partic. 3,264,40 Equity International integrated 1,221,000 20,759,000 2,193,000 (635,000) Paseo de la Castellana, 278 Madrid Mobii.S.L. method oil and gas company
Iberese, S.A. 100.00% Valoriza Energía, S.L.U. 5,73 Full consolidation Power generation 1,387 17,234 1,305 - Calle Rivera de Axpe 28 Ptl.2º Erandio - Vizcaya. projects
Olextra, S.A. 75.59% Valoriza Energía, S.L.U. 3,48 Full consolidation Power generation 4,600 1,240 2,779 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 12.00% Iberese, S.A. 0,55 projects
Extragol, S.L. 43.76% Valoriza Energía, S.L.U. 1,05 Full consolidation Power generation 2,404 6,054 1,671 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 25.00% Iberese, S.A. 0,60 projects
Secaderos de Biomasa, S.A. (SEDEBISA) 78.28% Valoriza Energía, S.L.U. 2,43 Full consolidation Energy recovery from 2,900 547 123 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla pomace oil
Biomasas de Puente Genil, S.L. 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation Power generation 2,600 2,986 1,218 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla projects
Compañía Energética de Pata de Mulo, S.L. 78.08% Valoriza Energía, S.L.U. 2,18 Full consolidation Power generation 2,600 2,608 2,078 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla projects
Compañía Energética de La Roda, S.L. 75.00% Valoriza Energía, S.L.U. 0,98 Full consolidation Power generation 1,300 1,201 589 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla 15.00% Iberese, S.A. 0,20 projects
Compañía Energética Las Villas, S.L. 90.00% Valoriza Energía, S.L.U. 0,05 Full consolidation Power generation and 700 661 2,719 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Compañía Energética Puente del Obispo, S.L. 90.00% Valoriza Energía, S.L.U. 0,45 Full consolidation Power generation and 500 1,922 2,921 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 286 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Fotovoltaicas Dos Ríos, S.L. 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation Power generation and 60 (52) (1) - Paseo de la Castellana, 83-85 Madrid. research projects
Bioeléctrica de Valladolid, S.L. 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation Power generation and 60 (11) (4) - Paseo de la Castellana, 83-85 Madrid. research projects
Geolit Climatización, S.L. 64.73% Valoriza Energía, S.L.U. 1,48 Full consolidation Power generation and 2,295 (496) (96) - Calle Correa Weglison 4, 2 A Jaén. research projects
Desarrollos Eólicos Extremeños, S.L. 50.00% Valoriza Energía, S.L.U. 0,95 Proportionate Power generation and 1,910 (274) (50) - Calle Borrego, 2 Cáceres. consolidation research projects
Compañía Energética Linares, S.L. 60.30% Valoriza Energía, S.L.U. 3,72 Full consolidation Power generation and 6,161 2,393 2,677 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Compañía Orujera de Linares, S.L. 51.00% Valoriza Energía, S.L.U. 1,18 Full consolidation Oil extraction 2,332 (762) 1,024 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla
Bioeléctrica de Linares, S.L. 81.43% Valoriza Energía, S.L.U. 7,74 Full consolidation Biomass-fueled electricity 9,500 (3,089) 620 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla generation plant
Ibervalor Energía Aragonesa, S.A. 50.00% Valoriza Energía, S.L.U. 0,20 Proportionate Wind power 400 (172) (66) - Paseo de la Constitución , 4 Zaragoza consolidation
Solucia Renovables, S.L. 50.00% Valoriza Energía, S.L.U. 27,30 Equity Power generation and 54,602 (27,904) (396) - Planta Termosolar Lebrija 1. Parcela 12053 sector B13. Las Marismas method research projects de Lebrija. Sevilla
Soleval Renovables, S.L. 50.00% Iberese, S.A. 0,0017 Equity Power generation and 3 49 769 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla method research projects
Vaircan Renovables, S.L. 65.00% Valoriza Energía, S.L.U. 0,325 Full consolidation Power generation and 500 (366) (16) - Calle La Verde. Herrera., s/n Camargo - Cantabria. research projects
Soc. Andaluza Valoración de la Biomasa, S.A. 6.00% Valoriza Energía, S.L.U. 0,180 Equity Power generation and 3,000 (764) (289) - Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n method research projects Sevilla
Biomasas de Talavera, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 (1) - - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Bipuge II, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 - (3) - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Biomasas Puente Obispo, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 - - - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Biobal Energía, S.L. 51.00% Valoriza Energía, S.L.U. 0,0015 Full consolidation Power generation and 3 - - - Paseo de la Castellana, 83-85 Madrid research projects
Nuevas tecnologías
Valoración Energía Operación y Mantenimiento, S.L. 100.00% Valoriza Energía, S.L.U. 2,00 Full consolidation Telecommunications 301 1,523 1,700 - Paseo de la Castellana, 83-85 Madrid. services
Burosoft, Sistemas de Información, S.L. 70.00% Valoriza Facilities, S.A.U. 0,54 Full consolidation IT systems 259 (1,323) - - Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. development WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 287
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Fotovoltaicas Dos Ríos, S.L. 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation Power generation and 60 (52) (1) - Paseo de la Castellana, 83-85 Madrid. research projects
Bioeléctrica de Valladolid, S.L. 100.00% Valoriza Energía, S.L.U. 0,06 Full consolidation Power generation and 60 (11) (4) - Paseo de la Castellana, 83-85 Madrid. research projects
Geolit Climatización, S.L. 64.73% Valoriza Energía, S.L.U. 1,48 Full consolidation Power generation and 2,295 (496) (96) - Calle Correa Weglison 4, 2 A Jaén. research projects
Desarrollos Eólicos Extremeños, S.L. 50.00% Valoriza Energía, S.L.U. 0,95 Proportionate Power generation and 1,910 (274) (50) - Calle Borrego, 2 Cáceres. consolidation research projects
Compañía Energética Linares, S.L. 60.30% Valoriza Energía, S.L.U. 3,72 Full consolidation Power generation and 6,161 2,393 2,677 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Compañía Orujera de Linares, S.L. 51.00% Valoriza Energía, S.L.U. 1,18 Full consolidation Oil extraction 2,332 (762) 1,024 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla
Bioeléctrica de Linares, S.L. 81.43% Valoriza Energía, S.L.U. 7,74 Full consolidation Biomass-fueled electricity 9,500 (3,089) 620 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla generation plant
Ibervalor Energía Aragonesa, S.A. 50.00% Valoriza Energía, S.L.U. 0,20 Proportionate Wind power 400 (172) (66) - Paseo de la Constitución , 4 Zaragoza consolidation
Solucia Renovables, S.L. 50.00% Valoriza Energía, S.L.U. 27,30 Equity Power generation and 54,602 (27,904) (396) - Planta Termosolar Lebrija 1. Parcela 12053 sector B13. Las Marismas method research projects de Lebrija. Sevilla
Soleval Renovables, S.L. 50.00% Iberese, S.A. 0,0017 Equity Power generation and 3 49 769 - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla method research projects
Vaircan Renovables, S.L. 65.00% Valoriza Energía, S.L.U. 0,325 Full consolidation Power generation and 500 (366) (16) - Calle La Verde. Herrera., s/n Camargo - Cantabria. research projects
Soc. Andaluza Valoración de la Biomasa, S.A. 6.00% Valoriza Energía, S.L.U. 0,180 Equity Power generation and 3,000 (764) (289) - Centro de empresas de pabellon de Italia Calle Isaac Newton, s/n method research projects Sevilla
Biomasas de Talavera, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 (1) - - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Bipuge II, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 - (3) - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Biomasas Puente Obispo, S.L. 100.00% Valoriza Energía, S.L.U. 0,003 Full consolidation Power generation and 3 - - - Calle Luis Montoto, 107-113. Pl 4. Mod J. Edificio Cristal. Sevilla research projects
Biobal Energía, S.L. 51.00% Valoriza Energía, S.L.U. 0,0015 Full consolidation Power generation and 3 - - - Paseo de la Castellana, 83-85 Madrid research projects
Nuevas tecnologías
Valoración Energía Operación y Mantenimiento, S.L. 100.00% Valoriza Energía, S.L.U. 2,00 Full consolidation Telecommunications 301 1,523 1,700 - Paseo de la Castellana, 83-85 Madrid. services
Burosoft, Sistemas de Información, S.L. 70.00% Valoriza Facilities, S.A.U. 0,54 Full consolidation IT systems 259 (1,323) - - Carretera de la Coruña Km23,200 edificio Ecu Las Rozas - Madrid. development WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 288 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Water Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) 94.64% Sacyr Vallehermoso, S.A. 25,38 Full consolidation Water supply 1,346 18,845 (2,074) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife
Emmasa Canaria de Análisis de Agua, S.L.U. 100.00% Empresa Mixta de Aguas de 0,05 Full consolidation Water treatment 500 (210) (84) - Santa Cruz de Tenerife, S.A. Calle Comodoro Rolín, 4 Santa Cruz de Tenerife and purification (EMMASA)
Aguas de Toledo, AIE 50.00% Valoriza Gestión, S.A.U. 0,03 Proportionate Water supply 60 - (1) - Calle Padilla, 17, Madrid. consolidation in Toledo
Geida Skikda, S.L. 33.00% Sociedad Anónima 3,72 11,310 (2,062) 1,937 - Equity Depuración y Tratamientos Operation of desalination plants Calle Cardenal Marcelo Spinola, 10 - Madrid. method (SADYT)
Geida Tlemcen. S.L. 50.00% Sociedad Anónima 13,95 Operation of desalination plants 21,040 (2,954) 1,961 - Equity Depuración y Tratamientos Calle Cardenal MarceloSpinola, 10 - Madrid. method (SADYT)
Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) 33.00% Valoriza Agua. S.L. 27,53 Proportionate Water supply 28,247 (136) 947 - Calle Plaza de la Constitucion 2 Islas Canarias. consolidation in Las Palmas
Sociedad Anónima Depuración y Tratamientos (SADYT) 100.00% Valoriza Agua. S.L. 5,27 Full consolidation Water treatment 2,500 7,424 773 - Paseo de la Castellana, 83-85 Madrid and purification
Santacrucera de Aguas, S.L. 100.00% Valoriza Agua. S.L. 0,003 Full consolidation Water treatment 3 1,484 (44) - Avenida La Salle,40 Las Palmas de Gran Canarias. and purification
Valoriza Water Australia, PTY Ltd 100.00% Valoriza Agua. S.L. 0,000003 Full consolidation Water treatment - 2,770 3,715 - 256 Adelaide Terrace Perth - Australia and purification
Secanarias, S.A. 50.00% Valoriza Agua. S.L. 0,38 Proportionate Water treatment 770 (325) (77) - Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria consolidation and purification
Valoriza Servicios Medioambientales Group
Gestión Partícipes del Bioreciclaje S.A 33.34% 0,02 Equity Activities related to the 60 (84) - - Valoriza Servicios management and treatment of Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. Medioambientales, S.A. method urban solid waste
Compost del Pirineo S.L. 50.00% Valoriza Servicios 0,58 Proportionate Development of 1,161 (67) (312) - Calle Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. consolidation composting plants
Metrofangs S.L. 21.60% 2,71 Management & construction over 12,554 3,454 (1,910) - Valoriza Servicios Proportionate 15 years of the San Adria de Final Rambla Prin,, s/n Barcelona. Medioambientales, S.A. consolidation Beso purification plant
Boremer S.A. 50.00% Valoriza Servicios 1,09 Proportionate Contracting and management of 2,176 1,124 1,161 - Calle Ribera del Loira 42, edificio 3 Madrid. Medioambientales, S.A. consolidation project cleaning services
Biomasas del Pirineo S.A. 44.00% Valoriza Servicios 0,13 Equity Development of biomass 300 (163) - - Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. Medioambientales, S.A. method energy systems
Valdemingómez 2000,S.A. 40.00% Valoriza Servicios 1,20 Proportionate Degasification project at the 3,006 582 80 - Calle Albarracín, 44 Madrid. Medioambientales, S.A. consolidation Valdemingómez landfill site WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 289
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Water Empresa Mixta de Aguas de Santa Cruz de Tenerife, S.A. (EMMASA) 94.64% Sacyr Vallehermoso, S.A. 25,38 Full consolidation Water supply 1,346 18,845 (2,074) - Calle Comodoro Rolín, 4 Santa Cruz de Tenerife
Emmasa Canaria de Análisis de Agua, S.L.U. 100.00% Empresa Mixta de Aguas de 0,05 Full consolidation Water treatment 500 (210) (84) - Santa Cruz de Tenerife, S.A. Calle Comodoro Rolín, 4 Santa Cruz de Tenerife and purification (EMMASA)
Aguas de Toledo, AIE 50.00% Valoriza Gestión, S.A.U. 0,03 Proportionate Water supply 60 - (1) - Calle Padilla, 17, Madrid. consolidation in Toledo
Geida Skikda, S.L. 33.00% Sociedad Anónima 3,72 11,310 (2,062) 1,937 - Equity Depuración y Tratamientos Operation of desalination plants Calle Cardenal Marcelo Spinola, 10 - Madrid. method (SADYT)
Geida Tlemcen. S.L. 50.00% Sociedad Anónima 13,95 Operation of desalination plants 21,040 (2,954) 1,961 - Equity Depuración y Tratamientos Calle Cardenal MarceloSpinola, 10 - Madrid. method (SADYT)
Empresa Mixta de Aguas de Las Palmas, S.A. (EMALSA) 33.00% Valoriza Agua. S.L. 27,53 Proportionate Water supply 28,247 (136) 947 - Calle Plaza de la Constitucion 2 Islas Canarias. consolidation in Las Palmas
Sociedad Anónima Depuración y Tratamientos (SADYT) 100.00% Valoriza Agua. S.L. 5,27 Full consolidation Water treatment 2,500 7,424 773 - Paseo de la Castellana, 83-85 Madrid and purification
Santacrucera de Aguas, S.L. 100.00% Valoriza Agua. S.L. 0,003 Full consolidation Water treatment 3 1,484 (44) - Avenida La Salle,40 Las Palmas de Gran Canarias. and purification
Valoriza Water Australia, PTY Ltd 100.00% Valoriza Agua. S.L. 0,000003 Full consolidation Water treatment - 2,770 3,715 - 256 Adelaide Terrace Perth - Australia and purification
Secanarias, S.A. 50.00% Valoriza Agua. S.L. 0,38 Proportionate Water treatment 770 (325) (77) - Avenida de Juan XXIII, 1 Las Palmas de Gran Canaria consolidation and purification
Valoriza Servicios Medioambientales Group
Gestión Partícipes del Bioreciclaje S.A 33.34% 0,02 Equity Activities related to the 60 (84) - - Valoriza Servicios management and treatment of Carretera Puerto Real a Paterna Km 13,5 Medina Sidonia - Cádiz. Medioambientales, S.A. method urban solid waste
Compost del Pirineo S.L. 50.00% Valoriza Servicios 0,58 Proportionate Development of 1,161 (67) (312) - Calle Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. consolidation composting plants
Metrofangs S.L. 21.60% 2,71 Management & construction over 12,554 3,454 (1,910) - Valoriza Servicios Proportionate 15 years of the San Adria de Final Rambla Prin,, s/n Barcelona. Medioambientales, S.A. consolidation Beso purification plant
Boremer S.A. 50.00% Valoriza Servicios 1,09 Proportionate Contracting and management of 2,176 1,124 1,161 - Calle Ribera del Loira 42, edificio 3 Madrid. Medioambientales, S.A. consolidation project cleaning services
Biomasas del Pirineo S.A. 44.00% Valoriza Servicios 0,13 Equity Development of biomass 300 (163) - - Calle San Bartolomé, 11 Alcalá de Gurrea - Huesca. Medioambientales, S.A. method energy systems
Valdemingómez 2000,S.A. 40.00% Valoriza Servicios 1,20 Proportionate Degasification project at the 3,006 582 80 - Calle Albarracín, 44 Madrid. Medioambientales, S.A. consolidation Valdemingómez landfill site WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 290 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Cultivos Energéticos de Castilla S.A. 44.00% Valoriza Servicios 0,13 Equity Development of biomass 75 (61) (2) - Avenida del Cid Campeador, 4 Burgos Medioambientales, S.A. method energy systems
Central Térmica la Torrecilla, S.A. 50.00% Valoriza Servicios 1,01 Equity Development of 1,200 (840) 1 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. method power generation plants
Infoser Estacionamiento Regulado, A.I.E. 18.34% 0,07 Auxiliary services to the control 360 - - - Valoriza Servicios Equity of regulated Calle Covarrubias, 1 Madrid. Medioambientales, S.A. method street parking in Madrid
Gestora Canaria de Lodos de Depuradora, S.A. 85.00% Valoriza Servicios 0,09 Full consolidation Contracting with producers 100 (22) - - Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria. Medioambientales, S.A. for the removal of sewage
Servi. Med. y Energéticos de Valencia 2007,S.A. 99.83% 0,06 Planning, construction and 60 (1) - - Valoriza Servicios Full consolidation completion of all types of public Calle Cirilo Amorós, 6 Valencia. Medioambientales, S.A. and private sector projects
Parque Eólico la Sotonera, S.L. 30.16% Valoriza Servicios 0,60 Equity 2,000 1,758 1,834 - Production of renewable energy Plaza Antonio Beltrán Martínez, 14 Zaragoza. Medioambientales, S.A. method
Hidroandaluza, S.A. 100.00% Valoriza Servicios 0,47 Full consolidation Sale and purchase of IT 283 686 683 - Paseo de la Castellana, 83-85 Sevilla. Medioambientales, S.A. equipment
Gestión de Infraestucturas Canarias, S.A. 62.00% Valoriza Servicios 0,05 Full consolidation 61 254 17 - Studies, works and projects Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife. Medioambientales, S.A.
Partícipes del Biorreciclaje, S.A. 33.34% Valoriza Servicios 0,02 Proportionate Waste management 60 (119) - - Calle Federico Salmón, 8 Madrid. Medioambientales, S.A. consolidation
Biorreciclaje de Cádiz, S.A. 98.00% 4,87 Management, storage, transport, 1,803 9,386 970 - Partícipes del Bioreciclaje Proportionate and treatment of elimination of Calle San Juan, 12 Medina Sidonia - Cádiz. S.A. consolidation waste
Iniciativas Medioambientales del Sur, S.L. 50.00% 0,02 Street cleaning, collection, 40 245 (1) - Valoriza Servicios Equity transport and Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz. Medioambientales, S.A. method waste and water treatment
Inte RCD, S.L. 33.33% 0,03 Property development, 120 (3) (1) - Valoriza Servicios Equity construction and Calle Américo Vespucio, 69 Sevilla. Medioambientales, S.A. method demolition waste services
Inte RCD Bahía de Cádiz, S.L. 60.00% Inte RCD, S.L. 0,28 Property development, 260 (730) (2) - Equity construction and Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. method demolition waste services
Inte RCD Huelva, S.L. 60.00% Inte RCD, S.L. 0,45 Property development, 753 (844) - - Equity construction and Calle Lepe, 12 Cartaya - Huelva. method demolition waste services
Eurocomercial, S.A.U. 100.00% 0,45 Engineering, consultancy and 136 2,790 502 - Valoriza Servicios Full consolidation import/ export of products for Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. deposit and sale
Desgasificación de Vertederos, S.A. 50.00% 0,03 Proportionate Recovery of biogas from 60 (239) - - Eurocomercial S.A.U. Calle Federico Salmón, 8 Madrid. consolidation degasification of landfill sites WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 291
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Cultivos Energéticos de Castilla S.A. 44.00% Valoriza Servicios 0,13 Equity Development of biomass 75 (61) (2) - Avenida del Cid Campeador, 4 Burgos Medioambientales, S.A. method energy systems
Central Térmica la Torrecilla, S.A. 50.00% Valoriza Servicios 1,01 Equity Development of 1,200 (840) 1 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. method power generation plants
Infoser Estacionamiento Regulado, A.I.E. 18.34% 0,07 Auxiliary services to the control 360 - - - Valoriza Servicios Equity of regulated Calle Covarrubias, 1 Madrid. Medioambientales, S.A. method street parking in Madrid
Gestora Canaria de Lodos de Depuradora, S.A. 85.00% Valoriza Servicios 0,09 Full consolidation Contracting with producers 100 (22) - - Calle Alejandro Hidalgo, 3 Las Palmas de Gran Canaria. Medioambientales, S.A. for the removal of sewage
Servi. Med. y Energéticos de Valencia 2007,S.A. 99.83% 0,06 Planning, construction and 60 (1) - - Valoriza Servicios Full consolidation completion of all types of public Calle Cirilo Amorós, 6 Valencia. Medioambientales, S.A. and private sector projects
Parque Eólico la Sotonera, S.L. 30.16% Valoriza Servicios 0,60 Equity 2,000 1,758 1,834 - Production of renewable energy Plaza Antonio Beltrán Martínez, 14 Zaragoza. Medioambientales, S.A. method
Hidroandaluza, S.A. 100.00% Valoriza Servicios 0,47 Full consolidation Sale and purchase of IT 283 686 683 - Paseo de la Castellana, 83-85 Sevilla. Medioambientales, S.A. equipment
Gestión de Infraestucturas Canarias, S.A. 62.00% Valoriza Servicios 0,05 Full consolidation 61 254 17 - Studies, works and projects Plaza de José Arozena Paredes, 1 Santa Cruz de Tenerife. Medioambientales, S.A.
Partícipes del Biorreciclaje, S.A. 33.34% Valoriza Servicios 0,02 Proportionate Waste management 60 (119) - - Calle Federico Salmón, 8 Madrid. Medioambientales, S.A. consolidation
Biorreciclaje de Cádiz, S.A. 98.00% 4,87 Management, storage, transport, 1,803 9,386 970 - Partícipes del Bioreciclaje Proportionate and treatment of elimination of Calle San Juan, 12 Medina Sidonia - Cádiz. S.A. consolidation waste
Iniciativas Medioambientales del Sur, S.L. 50.00% 0,02 Street cleaning, collection, 40 245 (1) - Valoriza Servicios Equity transport and Complejo Medioambiental de Bolaños Jerez de la Frontera - Cádiz. Medioambientales, S.A. method waste and water treatment
Inte RCD, S.L. 33.33% 0,03 Property development, 120 (3) (1) - Valoriza Servicios Equity construction and Calle Américo Vespucio, 69 Sevilla. Medioambientales, S.A. method demolition waste services
Inte RCD Bahía de Cádiz, S.L. 60.00% Inte RCD, S.L. 0,28 Property development, 260 (730) (2) - Equity construction and Calle de los Trabajadores, 20 Chiclana de la Frontera - Cádiz. method demolition waste services
Inte RCD Huelva, S.L. 60.00% Inte RCD, S.L. 0,45 Property development, 753 (844) - - Equity construction and Calle Lepe, 12 Cartaya - Huelva. method demolition waste services
Eurocomercial, S.A.U. 100.00% 0,45 Engineering, consultancy and 136 2,790 502 - Valoriza Servicios Full consolidation import/ export of products for Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. deposit and sale
Desgasificación de Vertederos, S.A. 50.00% 0,03 Proportionate Recovery of biogas from 60 (239) - - Eurocomercial S.A.U. Calle Federico Salmón, 8 Madrid. consolidation degasification of landfill sites WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 292 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0,01 Equity Operation of power generation 60 641 675 - Barrio Vierna,, s/n. San Bartolome de Meruelo Meruelo - Cantabria. method plants
Gestión e Infraestructuras de Gicsa Zona Verde y Paisajismo, A.I.E. 50.00% 0,0003 Equity Projects and maintenance of 1 - - - Canaria, S.A. method park areas in the Canary Islands Calle Camino del Pinito, 4 La Orotava - Santa Cruz de Tenerife.
Alcorec, S.L. 10.00% Valoriza Servicios 0,066 Equity Construction and demolition 174 (306) - - Avenida Kansas City, 3 10 Sevilla. Medioambientales, S.A. method waste management
Surge Ambiental, S.L. 100.00% Valoriza Servicios 0,06 Proportionate Construction and demolition 3 144 59 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. consolidation waste management
Reciclados y Tratamientos Andaluces, S.L. 50.00% Alcorec, S.L. 0,250 Equity Construction and demolition 3 (38) 4 - Calle Yakarta, 8 Sevilla. method waste management
Sacorec, S.L. 50.00% Alcorec, S.L. 0,003 Equity Construction and demolition 6 (64) - - Avenida Kansas City, 3 16 Sevilla. method waste management
Residuos Construcción de Cuenca, S.A. 50.00% Valoriza Servicios 0,030 Proportionate Construction and demolition 60 55 42 - Carretera Nacional 32. Km 133 Cuenca. Medioambientales, S.A. consolidation waste management
Tratamiento Residuos de La Rioja, S.L. 100.00% Valoriza Servicios 0,003 Full consolidation Construction and demolition 3 (715) (1,375) - Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja. Medioambientales, S.A. waste management
Ecotrading 360 Grados, S.L. 62.01% Waste Resources, S.L. 0,002 Full consolidation Construction and demolition 3 55 93 - Ronda de Atocha, 37 Madrid. waste management
Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios 1,80 Full consolidation Construction and demolition 3,000 10 13 - Calle Fanzara, 5 Burriana - Castellón. Medioambientales, S.A. waste management
Waste Resources, S.L. 100.00% Hidroandaluza, S.A. 0,003 Full consolidation Construction and demolition 3 - - - Ctra de Vicalvaro a O'Donell, 7, 28032 Madrid. waste management
Multi-services Valoriza Proener Industrial, S.L. 60.00% Valoriza Facilities, S.A.U. 0,02 Full consolidation Construction and maintenance 30 (631) 74 - Paseo de la Castellana, 83-85 Madrid. of industrial plants
Valoriza Servicios Socio Sanitarios, S.L. 76.00% Valoriza Facilities, S.A.U. 4,27 Full consolidation Provision of 12,500 124 104 - Paseo de la Castellana, 83-85 Madrid. social services
Val. Servicios Socio Valoriza Servivios a la Dependencia, S.L. 100.00% 6,00 Full consolidation Provision of 3,588 296 29 - Sanitarios, S.L. Paseo de la Castellana, 83-85 Madrid. social services
Cafestore, S.A. 100.00% Valoriza Gestión, S.A.U. 8,00 Full consolidation Catering services and 2,050 (134) 150 - Paseo de la Castellana, 83-85 Madrid. retail outlets
Burguestore, S.L. 100.00% Cafestore, S.A. 0,003 Full consolidation Operation of 3 120 (97) - Paseo de la Castellana, 83-85 Madrid. service stations
PROPERTY DEVELOPMENT Subsidiaries and holding companies Vallehermoso División de Promoción, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 371,89 Full consolidation Property rental holding 117,343 5,488 (86,422) - Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 293
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Biomeruelo de Energía, S.A. 20.00% Eurocomercial S.A.U. 0,01 Equity Operation of power generation 60 641 675 - Barrio Vierna,, s/n. San Bartolome de Meruelo Meruelo - Cantabria. method plants
Gestión e Infraestructuras de Gicsa Zona Verde y Paisajismo, A.I.E. 50.00% 0,0003 Equity Projects and maintenance of 1 - - - Canaria, S.A. method park areas in the Canary Islands Calle Camino del Pinito, 4 La Orotava - Santa Cruz de Tenerife.
Alcorec, S.L. 10.00% Valoriza Servicios 0,066 Equity Construction and demolition 174 (306) - - Avenida Kansas City, 3 10 Sevilla. Medioambientales, S.A. method waste management
Surge Ambiental, S.L. 100.00% Valoriza Servicios 0,06 Proportionate Construction and demolition 3 144 59 - Calle de Juan Esplandiú, 11-13 Madrid. Medioambientales, S.A. consolidation waste management
Reciclados y Tratamientos Andaluces, S.L. 50.00% Alcorec, S.L. 0,250 Equity Construction and demolition 3 (38) 4 - Calle Yakarta, 8 Sevilla. method waste management
Sacorec, S.L. 50.00% Alcorec, S.L. 0,003 Equity Construction and demolition 6 (64) - - Avenida Kansas City, 3 16 Sevilla. method waste management
Residuos Construcción de Cuenca, S.A. 50.00% Valoriza Servicios 0,030 Proportionate Construction and demolition 60 55 42 - Carretera Nacional 32. Km 133 Cuenca. Medioambientales, S.A. consolidation waste management
Tratamiento Residuos de La Rioja, S.L. 100.00% Valoriza Servicios 0,003 Full consolidation Construction and demolition 3 (715) (1,375) - Calle La Red de Varea,, s/n Villamediana de Iregua - La Rioja. Medioambientales, S.A. waste management
Ecotrading 360 Grados, S.L. 62.01% Waste Resources, S.L. 0,002 Full consolidation Construction and demolition 3 55 93 - Ronda de Atocha, 37 Madrid. waste management
Secado Térmico de Castellón, S.A. 60.00% Valoriza Servicios 1,80 Full consolidation Construction and demolition 3,000 10 13 - Calle Fanzara, 5 Burriana - Castellón. Medioambientales, S.A. waste management
Waste Resources, S.L. 100.00% Hidroandaluza, S.A. 0,003 Full consolidation Construction and demolition 3 - - - Ctra de Vicalvaro a O'Donell, 7, 28032 Madrid. waste management
Multi-services Valoriza Proener Industrial, S.L. 60.00% Valoriza Facilities, S.A.U. 0,02 Full consolidation Construction and maintenance 30 (631) 74 - Paseo de la Castellana, 83-85 Madrid. of industrial plants
Valoriza Servicios Socio Sanitarios, S.L. 76.00% Valoriza Facilities, S.A.U. 4,27 Full consolidation Provision of 12,500 124 104 - Paseo de la Castellana, 83-85 Madrid. social services
Val. Servicios Socio Valoriza Servivios a la Dependencia, S.L. 100.00% 6,00 Full consolidation Provision of 3,588 296 29 - Sanitarios, S.L. Paseo de la Castellana, 83-85 Madrid. social services
Cafestore, S.A. 100.00% Valoriza Gestión, S.A.U. 8,00 Full consolidation Catering services and 2,050 (134) 150 - Paseo de la Castellana, 83-85 Madrid. retail outlets
Burguestore, S.L. 100.00% Cafestore, S.A. 0,003 Full consolidation Operation of 3 120 (97) - Paseo de la Castellana, 83-85 Madrid. service stations
PROPERTY DEVELOPMENT Subsidiaries and holding companies Vallehermoso División de Promoción, S.A.U. 100.00% Sacyr Vallehermoso, S.A. 371,89 Full consolidation Property rental holding 117,343 5,488 (86,422) - Paseo de la Castellana, 83-85 Madrid. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 294 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Somague Imobiliaria S.A. 100.00% Vall. Div. Promoción, S.A.U. 18,21 Full consolidation Construction 15,000 (11,240) (3,461) - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. holding company in Portugal
Property developers Erantos, S.A.U. 100.00% Vall. Div. Promoción, S.A.U. 0,47 Full consolidation Property 150 (128) 934 - Paseo de la Castellana, 83-85 Madrid. development
Iparan Promociones Inmobiliarias, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,84 Full consolidation Property 845 311 40 - Calle Elcano, 19 Bilbao - Vizcaya. development
Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20,99 Full consolidation Property 4 (237) (434) - Paseo de la Castellana, 83-85 Madrid. development
Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0,33 Full consolidation Property 153 712 16 - Paseo de la Castellana, 83-85 Madrid. development
Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0,20 Full consolidation Property 153 1,776 34 - Paseo de la Castellana, 83-85 Madrid. development
Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9,37 Full consolidation Property 9,015 1,803 2,046 - Paseo de la Castellana, 83-85 Madrid. development
Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18,06 Proportionate Property 50 5,370 (4,398) - Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0,013 consolidation development
Promociones Residenciales Sofetral, S.A. 30.00% Vall. Div. Promoción, S.A.U. 1,05 Proportionate Property 3,497 911 45 - Plaza Carlos Trías Beltrán, 7 Madrid. consolidation development
Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0,18 Equity Property 271 (408) - - Calle Tarrio,, s/n Culleredo - La Coruña. method development
Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4,21 Equity Property 11,160 (820) (37) - Paseo de la Castellana, 81 Madrid. method development
Claudia Zahara 22, S.L. 49.59% Vall. Div. Promoción, S.A.U. 10,73 Proportionate Property 7,654 (1,643) (963) - Avenida Eduardo Dato, 69 Sevilla. consolidation development
M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0,41 Equity Property 5,377 4,114 (1,577) - Puerta del Mar, 20 Malaga. method development
Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2,10 Equity Property 6,000 (1) - - Calle Príncipe de Vergara, 15 Madrid. method development
Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,36 Full consolidation Property 30 100 (37) - Paseo de la Castellana, 83-85 Madrid. development
Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1,69 Equity Property 329 1,917 (67) - Calle Gran Vía, 15 Madrid. method development
PROPERTY MANAGEMENT Subsidiaries and holding companies Testa Inmuebles en Renta, S.A. 99.50% Sacyr Vallehermoso, S.A. 792,96 Full consolidation Property rental holding 692,855 490,729 39,713 (28,499) Paseo de la Castellana, 83-85 Madrid.
Property managemexnt companies Nisa, V.H., S.A.U. 100.00% Testa Inmuebles en Renta, 1,13 Full consolidation Property rental 1,134 240 27 - Avenida Diagonal, 490 Barcelona S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 295
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Somague Imobiliaria S.A. 100.00% Vall. Div. Promoción, S.A.U. 18,21 Full consolidation Construction 15,000 (11,240) (3,461) - Rua da Tapada da Quinta de Cima, Linhó Sintra - Portugal. holding company in Portugal
Property developers Erantos, S.A.U. 100.00% Vall. Div. Promoción, S.A.U. 0,47 Full consolidation Property 150 (128) 934 - Paseo de la Castellana, 83-85 Madrid. development
Iparan Promociones Inmobiliarias, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,84 Full consolidation Property 845 311 40 - Calle Elcano, 19 Bilbao - Vizcaya. development
Prosacyr Ocio, S.L. 100.00% Vall. Div. Promoción, S.A.U. 20,99 Full consolidation Property 4 (237) (434) - Paseo de la Castellana, 83-85 Madrid. development
Tradirmi, S.L.U 100.00% Vall. Div. Promoción, S.A.U. 0,33 Full consolidation Property 153 712 16 - Paseo de la Castellana, 83-85 Madrid. development
Capace, S.L.U. 100.00% Vall. Div. Promoción, S.A.U. 0,20 Full consolidation Property 153 1,776 34 - Paseo de la Castellana, 83-85 Madrid. development
Tricéfalo, S.A. 60.00% Vall. Div. Promoción, S.A.U. 9,37 Full consolidation Property 9,015 1,803 2,046 - Paseo de la Castellana, 83-85 Madrid. development
Aplicaçao Urbana, S.A. 25.00% Vall. Div. Promoción, S.A.U. 18,06 Proportionate Property 50 5,370 (4,398) - Rua de Meladas, 380 Mozelos - Santa maria da Feira - Portugal. 25.00% Somague Inmobiliaria, S.A. 0,013 consolidation development
Promociones Residenciales Sofetral, S.A. 30.00% Vall. Div. Promoción, S.A.U. 1,05 Proportionate Property 3,497 911 45 - Plaza Carlos Trías Beltrán, 7 Madrid. consolidation development
Club de Campo As Mariñas, S.A. 19.99% Vall. Div. Promoción, S.A.U. 0,18 Equity Property 271 (408) - - Calle Tarrio,, s/n Culleredo - La Coruña. method development
Camarate Golf, S.A. 26.00% Vall. Div. Promoción, S.A.U. 4,21 Equity Property 11,160 (820) (37) - Paseo de la Castellana, 81 Madrid. method development
Claudia Zahara 22, S.L. 49.59% Vall. Div. Promoción, S.A.U. 10,73 Proportionate Property 7,654 (1,643) (963) - Avenida Eduardo Dato, 69 Sevilla. consolidation development
M.Capital, S.A. 4.97% Vall. Div. Promoción, S.A.U. 0,41 Equity Property 5,377 4,114 (1,577) - Puerta del Mar, 20 Malaga. method development
Puerta de Oro Toledo, S.L. 35.00% Vall. Div. Promoción, S.A.U. 2,10 Equity Property 6,000 (1) - - Calle Príncipe de Vergara, 15 Madrid. method development
Fortuna Golf, S.L. 100.00% Vall. Div. Promoción, S.A.U. 0,36 Full consolidation Property 30 100 (37) - Paseo de la Castellana, 83-85 Madrid. development
Habitat Network, S.A. 9.09% Vall. Div. Promoción, S.A.U. 1,69 Equity Property 329 1,917 (67) - Calle Gran Vía, 15 Madrid. method development
PROPERTY MANAGEMENT Subsidiaries and holding companies Testa Inmuebles en Renta, S.A. 99.50% Sacyr Vallehermoso, S.A. 792,96 Full consolidation Property rental holding 692,855 490,729 39,713 (28,499) Paseo de la Castellana, 83-85 Madrid.
Property managemexnt companies Nisa, V.H., S.A.U. 100.00% Testa Inmuebles en Renta, 1,13 Full consolidation Property rental 1,134 240 27 - Avenida Diagonal, 490 Barcelona S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 296 ANNUAL REPORT 2011
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Trade Center Hotel, S.L.U. 100.00% Testa Inmuebles en Renta, 12,02 Full consolidation Property rental 12,020 14,234 2,455 - Avenida Diagonal, 490 Barcelona S.A.
Testa Residencial, S.L.U. 100.00% Testa Inmuebles en Renta, 101,73 Full consolidation Property rental 102,696 22,634 6,406 - Paseo de la Castellana, 83-85 Madrid. S.A.
Testa American Real State Corporation 100.00% Testa Inmuebles en Renta, 70,68 Full consolidation Property rental 70,387 28,692 3,018 - 11 11 Brickell Aveneu Miami - Estados Unidos de América. S.A.
Gesfontesta, S.A.U. 100.00% Testa Inmuebles en Renta, 0,64 Full consolidation Property rental 571 143 1,843 - Paseo de la Castellana, 83-85 Madrid. S.A.
Prosacyr Hoteles, S.A. 100.00% Testa Inmuebles en Renta, 4,29 Full consolidation Property rental 180 4,104 - - Paseo de la Castellana, 83-85 Madrid. S.A.
Gescentesta, S.L.U. 100.00% Testa Inmuebles en Renta, 0,003 Full consolidation Property rental 3 1 423 - Paseo de la Castellana, 83-85 Madrid. S.A.
Itaceco, S.L.U. 100.00% Testa Inmuebles en Renta, 0,006 Full consolidation Property rental 6 (2) - - Paseo de la Castellana, 83-85 Madrid. S.A.
Bardiomar, S.L. 50.00% Testa Inmuebles en Renta, 19,71 Proportionate Property rental 7,631 1,006 2,765 - Paseo del Club Deportivo, 1 Pozuelo de Alarcon - Madrid S.A. consolidation
Provitae Centros Asistenciales, S.L. 50.00% Testa Inmuebles en Renta, 11,57 Proportionate Property rental 6,314 5,236 (876) - Calle Francisco de Rojas, 8 Madrid. S.A. consolidation
PK Inversiones 22, S.L. 50.00% Testa Inmuebles en Renta, 0,03 Proportionate Property rental 60 6 (30) - Calle Príncipe de Vergara, 15 Madrid. S.A. consolidation
PK Hoteles 22, S.L. 32.50% Testa Inmuebles en Renta, 5,69 Equity Property rental 5,801 (754) (129) - Calle Príncipe de Vergara, 15 Madrid. S.A. method
Parking Palau, S.A. 33.00% Testa Inmuebles en Renta, 0,66 Equity Property rental 1,998 325 130 - Plaza de América, 3 Valencia. S.A. method
Tesfran, S.A. 99.992% Testa Inmuebles en Renta, 669,90 Full consolidation Property rental 667,000 3,064 23,423 - Rue Notre Dame Des Visctories, 12 París - Francia. S.A.
Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, 7,76 Proportionate Property rental 9,990 7,264 (7,311) - Avenida García Barbón, 1 Pontevedra. 11.11% S.A. Sacyr, S.A.U. 1,94 consolidation WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 297
accounting year 2011 Percentage Company owning the Investment Share Interim Company Consolidation method Activity Reserves Profit/(loss) holding investment (million euros) capital dividend
Trade Center Hotel, S.L.U. 100.00% Testa Inmuebles en Renta, 12,02 Full consolidation Property rental 12,020 14,234 2,455 - Avenida Diagonal, 490 Barcelona S.A.
Testa Residencial, S.L.U. 100.00% Testa Inmuebles en Renta, 101,73 Full consolidation Property rental 102,696 22,634 6,406 - Paseo de la Castellana, 83-85 Madrid. S.A.
Testa American Real State Corporation 100.00% Testa Inmuebles en Renta, 70,68 Full consolidation Property rental 70,387 28,692 3,018 - 11 11 Brickell Aveneu Miami - Estados Unidos de América. S.A.
Gesfontesta, S.A.U. 100.00% Testa Inmuebles en Renta, 0,64 Full consolidation Property rental 571 143 1,843 - Paseo de la Castellana, 83-85 Madrid. S.A.
Prosacyr Hoteles, S.A. 100.00% Testa Inmuebles en Renta, 4,29 Full consolidation Property rental 180 4,104 - - Paseo de la Castellana, 83-85 Madrid. S.A.
Gescentesta, S.L.U. 100.00% Testa Inmuebles en Renta, 0,003 Full consolidation Property rental 3 1 423 - Paseo de la Castellana, 83-85 Madrid. S.A.
Itaceco, S.L.U. 100.00% Testa Inmuebles en Renta, 0,006 Full consolidation Property rental 6 (2) - - Paseo de la Castellana, 83-85 Madrid. S.A.
Bardiomar, S.L. 50.00% Testa Inmuebles en Renta, 19,71 Proportionate Property rental 7,631 1,006 2,765 - Paseo del Club Deportivo, 1 Pozuelo de Alarcon - Madrid S.A. consolidation
Provitae Centros Asistenciales, S.L. 50.00% Testa Inmuebles en Renta, 11,57 Proportionate Property rental 6,314 5,236 (876) - Calle Francisco de Rojas, 8 Madrid. S.A. consolidation
PK Inversiones 22, S.L. 50.00% Testa Inmuebles en Renta, 0,03 Proportionate Property rental 60 6 (30) - Calle Príncipe de Vergara, 15 Madrid. S.A. consolidation
PK Hoteles 22, S.L. 32.50% Testa Inmuebles en Renta, 5,69 Equity Property rental 5,801 (754) (129) - Calle Príncipe de Vergara, 15 Madrid. S.A. method
Parking Palau, S.A. 33.00% Testa Inmuebles en Renta, 0,66 Equity Property rental 1,998 325 130 - Plaza de América, 3 Valencia. S.A. method
Tesfran, S.A. 99.992% Testa Inmuebles en Renta, 669,90 Full consolidation Property rental 667,000 3,064 23,423 - Rue Notre Dame Des Visctories, 12 París - Francia. S.A.
Pazo de Congresos de Vigo, S.A. 44.44% Testa Inmuebles en Renta, 7,76 Proportionate Property rental 9,990 7,264 (7,311) - Avenida García Barbón, 1 Pontevedra. 11.11% S.A. Sacyr, S.A.U. 1,94 consolidation WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 298 ANNUAL REPORT 2011
APPENDIX II
CONSOLIDATED TAX GROUP 2010
Company Aurentia, S.A. Autovía de Barbanza Concesionaria de la Xunta de Galicia, S.A. Autopista de Guadalmedina Concesionaria Española, S.A. Bioeléctrica de Linares, S.L. Autovía del Eresma Concesionaria de la Junta de Castilla y León, S.A. Autovía del Arlanzón, S.A. Burguerstore, S.L. Bipuge II, S.L. Biomasas de Talavera, S.L. Biomasa de Puente del Obispo, S.L. Fotovoltaica Dos Ríos, S.L. Biomasas de Puente Genil, S.L. Compañía Energética Barragua, S.L. Valoriza Operación y Mantenimiento, S.L. Bioeléctrica de Valladolid, S.L. Compañía Energética Las Villas, S.L. Cafestore, S.A.U. Capace, S.L.U. Cavosa Obras y Proyectos, S.A. Compañía Energética Puente del Obispo, S.L. Compañía Energética La Roda, S.L. Compañía Energética de Pata de Mulo, S.L. Empresa Mixta Aguas S. Cruz de Tenerife, S.A. Emmasa Servicio al Cliente, S.L.U. Emmasa Operaciones, S.L.U. Emmasa Ingeniería y Consultoría, S.L.U. Empresa Canaria de Análisis de Agua, S.L.U. Erantos, S.A. Eurocomercial, S.A.U. Fortuna Golf, S.L. Gescentesta, S.L. Gesfontesta, S.A. Gestora Canaria de Lodos de Depuradora, S.A. Habitat Baix, S.L. Hidroandaluza, S.L. Ideyco, S.A.U. Inchisacyr, S.A. Itaceco, S.L. Navinca, S.A. Neopistas, S.A.U. Nisa Vallehermoso, S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 299
Obras y Servicios de Galicia y Asturias, S.A. Olextra, S.A. Prinur, S.A.U. Prosacyr Hoteles, S.L. Prosacyr Ocio, S.L. Sacyr Vallehermoso Participaciones Mobiliarias, S.L. Sacyr Vallehermoso Participaciones, S.L. Sacyr Vallehermoso, S.A. Sacyr Concesiones, S.L. Sacyr, S.A.U. Sociedad Anónima de Depuración y Tratamientos, S.A. Santacrucera de Aguas, S.L. Scrinser, S.A. Secaderos de Biomasa, S.L. Servicios Medioambientales y Energéticos de Valencia 2007, S.L. Valoriza Servicios Medioambientales, S.A. Hospital de Parla, S.A. Hospital del Noreste S.A. Testa Inmuebles en Renta, S.A. Testa Residencial, S.L.U. Trade Center Hoteles, S.L.U. Tradirmi, S.L. Tratamiento de Residuos de La Rioja, S.L. Valoriza Agua, S.L. Valoriza Conservación e Infraestructuras, S.A. Valoriza Energía, S.L.U. Valoriza Facilities, S.A. Valoriza Gestión, S.A.U. Vallehermoso División Promoción, S.A.U. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 300 ANNUAL REPORT 2011
CONSOLIDATED TAX GROUP 2011
Company Autovía de Barbanza Concesionaria de la Xunta de Galicia, S.A. Autovía del Arlanzón, S.A. Autovía del Eresma Concesionaria de la Junta de Castilla y León, S.A. Bioeléctrica de Linares, S.L. Bioeléctrica de Valladolid, S.L. Biomasa de Puente del Obispo, S.L. Biomasas de Puente Genil, S.L. Biomasas de Talavera, S.L. Bipuge II, S.L. Burguerstore, S.L. Cafestore, S.A.U. Capace, S.L.U. Cavosa Obras y Proyectos, S.A. Compañía Energética de Pata de Mulo, S.L. Compañía Energética La Roda, S.L. Compañía Energética Las Villas, S.L. Compañía Energética Puente del Obispo, S.L. Empresa Canaria de Análisis de Agua, S.L.U. Empresa Mixta Aguas S. Cruz de Tenerife, S.A. Erantos, S.A. Eurocomercial, S.A.U. Fortuna Golf, S.L. Fotovoltaica Dos Ríos, S.L. Gescentesta, S.L. Gesfontesta, S.A. Gestora Canaria de Lodos de Depuradora, S.A. Hidroandaluza, S.L. Hospital de Parla, S.A. Hospital del Noreste S.A. Hospitales Concesionados, S.L. Ideyco, S.A.U. Iberese, S.A. Inchisacyr, S.A. Itaceco, S.L. Neopistas, S.A.U. Nisa Vallehermoso, S.A. Obras y Servicios de Galicia y Asturias, S.A. Olextra, S.A. Prinur, S.A.U. Prosacyr Hoteles, S.L. Prosacyr Ocio, S.L. Sacyr Concesiones, S.L. Sacyr Vallehermoso Participaciones Mobiliarias, S.L. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 301
Sacyr Vallehermoso, S.A. Sacyr, S.A.U. Santacrucera de Aguas, S.L. Scrinser, S.A. Secaderos de Biomasa, S.L. Servicios Medioambientales y Energéticos de Valencia 2007, S.L. Sociedad Anónima de Depuración y Tratamientos, S.A. Testa Inmuebles en Renta, S.A. Testa Residencial, S.L.U. Trade Center Hoteles, S.L.U. Tradirmi, S.L. Tratamiento de Residuos de La Rioja, S.L. Vallehermoso División Promoción, S.A.U. Valoriza Agua, S.L.U. Valoriza Conservación e Infraestructuras, S.A. Valoriza Energía, S.L.U. Valoriza Facilities, S.A. Valoriza Gestión, S.A.U. Valoriza Operación y Mantenimiento, S.L. Valoriza Servicios Medioambientales, S.A. Waste Resources, S.L. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 302 ANNUAL REPORT 2011
CONSOLIDATED MANAGEMENT REPORT At year-end 2011
2011 Highlights
The most important highlights for the Group in 2011 are described below:
• Our Group has a strong commitment to move forward with its international expansion. In 2011, we continued to bid on major infrastructure projects in countries throughout the world with a view to increasing our Company’s international revenue in coming years. The fruit of this is the success achieved in 2011 in countries such as Chile, Australia and Angola, as a result of which international business, at 50,483 million euros at year-end, now makes up 62% of our backlog.
• Strong Ebitda generation in all of the Group’s business areas, thanks to effcient cost and investment management. This has allowed us, despite the ongoing crisis, to attain an Ebitda margin of 13.5%, up from 11.9% the previous year. Total Ebitda stands at 533 million euros, on the back of a strong performance by the Concessiones and Services businesses, which rose Ebitda by 50% and 6%, respectively.
• A 20% decline in the Group’s borrowings to 8,831 million euros, compared with 10,995 million euros the previous year, principally as a result of the partial sale of our stake in Repsol (10%).
Group revenue was 3,949.43 million euros, a 18.07% reduction on 2010. Of this, 37% was earned outside Spain compared with 31% the previous year. The Group maintains its strong commitment to international growth and now has operations in countries that include Italy, Portugal, Ireland, France, Costa Rica, Chile, Brazil, Australia, Cape Verde and Angola.
Ebitda was 533 million euros, 6.82% below 2010. As a result, the Ebitda margin stood at 13.51%, up from 11.9% the previous year. In addition, net attributable proft was -1,604.13 million euros, as a result of the impact of the 940 million euro partial disposal of the investment in Repsol, as well as the write-off, in keeping with the criteria of prudence, of the “Autopista Madrid-Levante” and “Radiales de Madrid” concession assets, for a total of 445 million euros.
In terms of key balance sheet indicators, in 2011 total assets stood at 16,781 million euros, while equity was 2,548.3 million euros. In the past three years, the Group has considerably reduced its net debt, from 19,526 million euros at 31 December 2008 to 8,831 million euros at 31 December 2011. This reduction is primarily the result of divestments (Itínere Infraestructuras, in 2009, and Repsol, this year), lower costs, as well as the strengthening of equity, thanks to the capital increases carried out in late 2010 and early 2011.
Continued business momentum at the Group is underpinned by the orderbook, which at 31 December 2011 stands at 50,483 million euros, and more than 62% of this is now international. This also underscores our Company’s strong international expansion. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 303
2. MACROECONOMIC CONTEXT
2.1.- THE INTERNATIONAL ECONOMIC ENVIRONMENT
In 2011, economic performance was once again marked by the global crisis. As had been the case in the past, the most salient features of this were: tight, and more expensive, credit for governments, companies and households, and therefore a lack of liquidity, high unemployment and sluggish GDP growth in most countries, with the exception of China, Japan, Germany, the United States and “emerging countries”.
Although at the global level, this year appears to have marked the beginning of an economic recovery, after the years of economic recession that began in 2007, the various economies have had very unequal performances, as seen, for example, in the uneven paces of recovery among the different European economies. Whereas Germany and France appear to be laying a solid foundation for economic growth, the peripheral countries, including Greece, Italy, Portugal, Ireland and Spain, are overhauling their fnancial structures in order to bring down their defcits and at the same time rekindle their economies.
We also need to be very aware of the outcome of the transitions to democracy in the countries of North Africa, that is, Tunisia, Libya and Egypt, as well as the resolution of the conflict in the Middle East, namely Syria and Iran. This will be the key for keeping the rise in energy products--oil and gas--in check in order to avoid putting the long-awaited economic recovery at risk.
Regarding the leading economies, the United States experienced 1.7% GDP growth in 2011, compared with 2.9% the previous year, thanks to strong private consumption, exports and non- residential fxed investment. Also of vital importance has been the government’s maintenance of public assistance and expansionary fscal and monetary policies. Despite the economic growth, the labour market again ended the year on a negative note, as unemployment stood at 8.5%. Although this is the lowest level in the last three years, it is still above structural levels. Inflation in 2011 ended at a--still moderate--3.0% compared with 1.5% the previous year, thanks to stable fuel prices in the year and the quite subdued level of consumer spending. Finally, the Fed once again kept interest rates below 0.25% during the year, to stimulate the economic recovery. At its August meeting, the Fed announced that it would keep rates at their current levels at least until mid-2013.
The economic performance of the euro zone countries was, as noted, highly uneven in 2011. Although Eurostat has not published its defnitive GDP fgures, and in many cases the data we have are provisional, we can state that the euro zone overall grew 1.4%, compared with 1.9% the previous year. The greatest gains were seen in, for example, Slovakia, with 3.3% growth, Austria with 3.1%, Germany with 3%, Finland with 2.9%, Malta with 2.1%, Belgium with 1.9%, France with 1.7%, and the Netherlands with 1.2%, whereas others saw important setbacks, including Portugal with -1.5% and Greece with -6.8%. Tension has continued to characterise peripheral countries, WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 304 ANNUAL REPORT 2011
with disparate risk premiums. Indeed, another fnancial bailout was needed, this time, in Portugal. Greece, despite receiving a rescue package in 2010, continues to face diffculties in securing fnancial, and has had to implement harsh adjustments and a assistance plan led by the European Central Bank, the European Commission and the International Monetary Fund. The ECB has intervened by systematically purchasing peripheral-government bonds, as well as by holding various liquidity swaps, in order to normalise countries’ credit situations.
Year-on-year inflation in the euro zone was 2.7%, up from 1.6% the previous year, as the ECB lowered interest rates to 1%, at its last meeting, on 8 December, to give a boost to the beleaguered Community economies.
2.2- THE SPANISH ECONOMY
The Spanish economy, in GDP terms, experienced slight 0.7% growth in 2011, compared with the 0.1% decline the previous year. According to the Bank of Spain, despite this improvement, the sovereign debt and fnancial system crisis has taken a severe toll on the Spanish economy, worsening its conditions for obtaining fnancing and undermining confdence among the main economic agents. As a result of further deterioration in the labour market and the ongoing credit clampdown, consumption has remained nearly flat. Domestic demand dropped 2.9% year-on-year, with the sharpest declines in household spending and investment in capital goods and construction. Worst of all, analysts expect new declines in 2012 and 2013: 2.8% and 1.5%, respectively. However, external demand triggered a 2.6% rise in tourism GDP in Spain in 2011. The social and political upheaval in Northern Africa (especially in Tunisia and Egypt) have encouraged large numbers of foreign travellers to change their destinations and elect to visit Spain.
With respect to the labour market, the Spanish Labour Force Survey revealed the continuing loss of jobs in most economic sectors, especially construction and industry. Unemployment climbed to 22.85% of the economically active population, compared with 20.33% the previous year. The Social Security system was also hit hard in 2011, as the number of employed persons was 17.23 million at year-end, or 2.02% fewer than in 2010, according to data from the Treasury General of Social Security. Under the General Regime, the sectors that saw the sharpest declines in persons registered were construction, manufacturing, public administration and commerce. The Special Regime of Self-Employed Workers also saw a decline (1.05%), although the number of persons in the agriculture, livestock, fshing and domestic service sectors who were registered climbed.
Regarding prices, inflation in 2011 stood at 2.40%, down from 2.99% the previous year, as a result of lower price hikes for transportation, alcoholic beverages and tobacco at year end. Core inflation, excluding food and energy products, was 1.5%--the same as in 2010.
Spain’s main stock index, the IBEX-35, ended with losses for the second year running. On the last trading day of the year, the index stood at 8,566 points, down 13.1% for the year, somewhat better than the 17.5% decline in 2010.
In Spain, public tenders amounted to 13,755 million euros in 2011, a 47.5% drop year-on-year. Of this total, the central government accounted for 6,496 million euros (47.2%), 18.5% higher than the WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 305
previous year, followed by local governments, with 3,688 million euros, for a 67.9% drop, and, lastly, regional governments, with 3,571 million euros, for a 61.4% cut.
Despite the measures taken by Spanish public authorities to adjust and contain spending, the Ministry of Development will submit, in the first half of 2012, its new Infrastructure, Transport and Housing Plan (PITVI), which is to replace the current Strategic Infrastructure and Transport Plan (PEIT) and Strategic Infrastructure Plan (PEI). The new plan is expected to remain in effect through 2024.
Of total investment, 52,403 million euros will be used for highways, including 18,668 million euros for the construction of 3,500 km of new high-capacity roadways, while another 1,265 million will be earmarked to expand existing roadways. The high-speed railway, AVE, will receive a 25,000 million euros investment. The bulk of this amount will be used for the connection to Galicia (8,517 million euros) and for the Basque “Y” (4,323 million euros), which will join the three capitals of the region. The other flagship projects will be the AVE to Badajoz, with 2,651 million euros, and the connection to Asturias, with another 1,719 million euros. Other noteworthy interventions include national ports, with 2,000 million euros, and modernization of conventional railway transport, with 1,310 million euros.
In October 2011, the European Transport Commission approved the new routes of the European rail transport plan. Spain, with fve corridors crossing the entire country, will be one of the main benefciaries. The network, which will criss-cross the country’s territory, should be completed before 2030, and it is expected to receive a total investment of 49,800 million euros, of which at least 10% will be covered with Community funding. The Central Corridor will link Algeciras to France, traversing the middle of the peninsula; the Atlantic-Mediterranean Corridor will run from Lisbon to Valencia; a branch of the previous corridor will run from Portugal to France, crossing the Castilian Plateau and the Basque Country; the Mediterranean Corridor will link Algeciras to Murcia, Valencia, Catalonia and the French border; and another corridor will run from the Cantabrian Sea to the Mediterranean, linking Bilbao to Valencia and passing through Pamplona and Zaragoza.
3. THE SACYR VALLEHERMOSO GROUP IN 2011
In November of this year Sacyr celebrated its twenty-ffth anniversary. Over this period, the Company has contributed to the development of Spain as well as to that of all the countries where it has been present, or where it is currently present, by executing countless infrastructure projects, such as: the construction of the main highways, railways, airports, seaports, hydraulic works, residential and non-residential buildings, renewable-energy facilities, etc.
Twenty-fve years after its founding, and with more than 20,000 employees, the Group currently has a foothold on fve continents, where it is carrying out projects as emblematic as the expansion of the Panama Canal or the construction of the world’s largest desalination plant in Perth, Australia.
Some of the most signifcant events in 2011 are set out over the next few pages, followed by an overview of each business unit. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 306 ANNUAL REPORT 2011
On 4 January 2011, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) approved the admission to trading of the Company’s 89,184,845 new shares, with a par value of one euro (€1) each. Effective trading of these shares began on 6 January.
On 19 January 2011, Sacyr Vallehermoso’s Board of Directors approved a new capital increase in the amount of 16,016,870 euros, through the issue and placing into circulation of 16,016,870 new ordinary shares, with a par value of one euro each. The issue price was 6 euros per share, with a resulting issue premium of 5 euros, and total cash proceeds of 96,101,220 euros. Under the terms of the rights issue, each shareholder had a preemptive right to exchange two 2 new shares for each 49 old shares. On 3 March 2011 the new shares were admitted to trading on Spanish stock markets.
On 31 March 2011 Sacyr Vallehermoso carried out an issue of bonds convertible into and exchangeable for newly issued ordinary shares or outstanding shares, for 200 million euros. A total of 4,000 bonds maturing on 1 May 2016, with an annual nominal fxed interest rate, payable on a quarterly basis, of 6.50%, were issued. The initial conversion price was set at 10.61 euros (although it was subsequently adjusted to 10.30 euros as a result of the bonus share issue). The subscription and payment of the bonds took place on 12 April 2011, and the bonds were admitted to trading on the same date on the unregulated secondary market of the Frankfurt Stock Exchange.
On 24 May 2011 Sacyr Vallehermoso paid an interim dividend against 2011 proft in the amount of 0.10 euros per share (before tax).
On 3 June 2011, the Board of Directors of Sacyr Vallehermoso executed the resolution to increase share capital with a charge to unrestricted reserves that had been adopted by the General Shareholders’ Meeting on 19 May 2011. To compensate shareholders for the effects on inflation in 2010, one new share was issued for each 33 outstanding shares; hence, the total issue consisted of 12,429,366 new shares.
At the same meeting, held on 3 June 2011, the delisting of Sacyr Vallehermoso shares from Euronext Lisbon (Portugal) was approved, owing to the very low annual trading volume on that market and because any Portuguese investor may trade SyV shares directly on the Spanish market.
In 2011, the Group, through its investee, Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U., received dividends from Repsol YPF for a total amount of 256.51 million euros (one for 0.525 euros, at the beginning of January, against 2010 proft, and another, for the same amount, at the beginning of July, as a fnal dividend for 2010).
On 20 December 2011, Sacyr Vallehermoso sold 10% of its interest in Repsol, or 122,086,346 shares, for 21.066 euros per share. The interest was sold to a number of credit agencies of the bank syndicate, formed expressly for the acquisition of the initial package of Repsol.
On 22 December, Sacyr Vallehermoso arranged the refnancing of the 10.01% of its remaining holding, through a modifcation and renewal of the initial loan, which involves extending the fnal maturity to 31 January 2015. The amount refnanced is 2,446 million euros. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 307
3.1.- Performance of the Construction division (Sacyr-Somague)
The Construction division, headed by Sacyr and Somague, is the primary engine behind the SyV Group. In 2011 this division continued to see considerable growth in Spain and had a spectacular performance internationally.
The main contract wins in Spain during the year were:
• Construction of the trackbed of a new high-speed railway in the Basque Country, corresponding to the “Bergara-Bergara” (Guipúzcoa) stretch, for a total amount of 80.6 million euros, to take 34 months.
• Construction of the second stretch of the IV Centenario motorway (Ciudad Real). With a budget of 62.24 million euros, and a completion schedule of 24 months, the new motorway will link the towns of Granátula de Calatrava and Valdepeñas.
• Construction of the San Simón-Tajuya stretch of the new LP-2 Bajamar-Tajuya highway, on the island of La Palma (Canary Islands). The investment for this project is 61.52 million euros and the completion schedule is 48 months.
• The frst phase of work on the commuter railway line between Madrid’s Chamartín station and the town of Torrejón de Ardóz. The line has a budget of 57.88 million euros and a completion schedule of 30 months. It includes more than 2 km of tunnels.
• Construction of the Spain campus of United World Colleges, for 30.46 million euros over a completion schedule of 27 months.
• Construction of the new “D” building of the university campus of the European University of Madrid. The project has a budget of 21.72 million euros and a completion schedule of 24 months.
• Work to adapt the north end of the Sants railway station according to the characteristics of the AVE tunnel, which will connect to La Sagrera in Barcelona. This work will include the demolition of part of the current structure of the station, the removal of six tracks and four platforms, and the reconstruction of 800 metres of a new route. The investment for this project is 22.93 million euros and the completion schedule is 12 months.
• Construction of 233 public housing units (VPO) at the Parque Venecia housing development (Zaragoza). The project has a budget of 20.77 million euros and a completion schedule of 22 months.
• Construction of offce buildings at the Bilbao 22 business park. The project has a 18.32 million euro budget and a completion schedule of 17 months.
• Construction work on the new San Pedro II (Orense) hydroelectric plant, for Iberdrola, with a 17.7 million euro budget and a 30-month completion schedule.
• Construction of 212 public housing units for the Basque public sector housing agency VISESA (Vivienda y Suelo de Euskadi, S.A.). With a budget of 16.73 million euros and a 27-month WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 308 ANNUAL REPORT 2011
completion period, the project consists of building 144 Offcial Price Units (VPO) and 68 rental units, all in the town of Pasajes in Guipúzcoa.
• Construction of a 150-unit building in Rodalies (Barcelona). The project has a 13.48 million euro budget and a completion schedule of 24 months.
• Repair of the pavement of N-260 highway, in the stretch between Lleida-Castejón de Sos and the Balupor-Sabiñánigo tunnel. The project has a budget of 12.97 million euros and a completion schedule of 17 months.
• Construction of the wastewater treatment system and the wastewater treatment plants in northeast Tenerife (second phase). The project has a budget of 11.73 million euros and a completion schedule of 30 months.
• Construction of the frst phase of the business centre of the Ciencias de la Salud Technology Park in Granada. The project has a budget of 10.67 million euros and a completion schedule of 24 months.
• Construction of the “As Cancelas” shopping centre (Santiago de Compostela). The project has a budget of 10.35 million euros and a completion schedule of 6 months.
Internationally, the main construction contracts won by the Group were as follows:
• Comprehensive improvement, maintenance and operation, for 35 years, by Sacyr Concesiones, of the new motorway between the towns of La Serena and Vallenar, Chile. With an investment of 220 million euros, this new motorway will be 187-km long.
• Construction and operation, by Sacyr Concesiones, of the Concepción-Cabrero highway, in Chile. The construction of the new 103-km motorway will have a budget of 170 million euros.
• Construction of the Foz Tua hydroelectric dam, 350 km north of Lisbon, Portugal. With a maximum height of 108 metres, it will have a plant equipped with two reversible generators and an installed capacity of 255 MW. The investment for this project is 162.25 million euros and the completion schedule is 54 months.
• Construction and operation by Sacyr Concesiones of the link road into the town of Iquique, Chile. The construction of the new 79-km motorway will have a budget of 88 million euros.
• Contract for the construction of the Kinaxixi urban complex in Luanda, Angola. With an 82.28 million euro budget and an 18-month completion schedule, the complex will include two 25-storey towers with 250,000 m2 of residential and offce space and a large shopping centre.
• Construction of the new expressway between Arco de San Jorge and Buenaventura on the island of Madeira (Portugal). The work a budget of 58.98 million euros and a completion schedule of 24 months. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 309
• Construction to the main access road to the El Morro mining project in Chile. The contract, for 50 million euros, calls for the construction of the main access road, 66-km long, to the mine.
• Construction work on a distribution and logistics centre in Riberão Preto, in Rio de Janeiro, Brazil. The project has a budget of 41.2 million euros and a completion schedule of 24 months.
• Construction of the new building (second phase) of Instituto Médio de Artes Cénicas in Luanda, Angola. The project has a budget of 29.89 million euros and a completion schedule of 18 months.
• Construction of the new international airport in Catumbela, Angola. The project entails an investment of 27.98 million euros and has a completion schedule of 12 months.
• Services and maintenance work on the tracks and overhead lines of the installations of REFER (Portugal). The project has a budget of 24.6 million euros and a completion schedule of 60 months.
• Construction work on the reverse-osmosis seawater desalination plant in Copiapó, Chile. The project, with a 21.27 million euro budget and a 17-month completion schedule, will allow treated water to be used at the Mantoverde mine, 40 km away.
• Construction of the main access road to the Rajo Sur mining project, for the El Teniente division of the Chilean National Cooper Company (CODELCO). The project has a total budget of 15 million euros.
• Work to remodel the passenger terminal and technical and administrative building of the Huambo city airport (Angola), along with additional work. The budget is 13.94 million euros and the completion period is 4 months.
• Urbanization work at the ZR1 condominium in Luanda (Angola). The project has a budget of 12.71 million euros and a completion schedule of 24 months.
• Construction of a presidential protocol building in Luanda (Angola). The project has a budget of 12.05 million euros and a completion schedule of 5 months.
The construction backlog of this Division at 31 December 2011 stood at 6,680.72 million euros, guaranteeing steady high growth and sustainable margins.
3.2.- Performance of the Concessions division (Sacyr Concesiones).
Signifcant events affecting the Infrastructure concessions business in 2011 included the following:
Regarding contracts awarded:
• Construction, repair, maintenance and operation, for 35 years, of the new motorway linking the cities of Concepción and Cabrero in Chile. This new motorway, with an investment of 170 million WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 310 ANNUAL REPORT 2011
euros and expected revenue of 785 million euros, is located the Bío-Bío Region and intersects Route 5, which crosses Chile from north to south. The 103 km project includes, inter alia, 40 km of service lanes, four new bridges, service areas, pedestrian bridges, etc.
• Construction, extension, improvement, maintenance and operation, for a period of 32 years, of the new link road to the city of Iquique (Chile). This new road, 78.4 km long, with an investment of 88 million euros and expected revenue of 485 million euros, is located in Chile’s Region 1. It comprises two stretches of a dual-carriageway road in the vicinity of the Iquique metropolitan area: Route 1 (31.4 km) and Route 16 (47 km), running from the junction with Route 5 to Iquique. The project includes, inter alia, the construction of several service lanes, relief roads, pedestrian bridges, U-turns, emergency areas, etc.
• Comprehensive improvement, maintenance and operation, for 35 years, of the new motorway between the towns of La Serena and Vallenar, Chile. With an investment of 220 million euros and expected revenue of 754 million euros, this new 187-km roadway links the north exit of the city of La Serena to the south entry into Vallenar. With the award of this new contract, Sacyr Concesiones will have constructed a corridor more than 400 km long in northern Chile, linking the cities of La Serena and Caldera. The project includes, inter alia, the duplication of the width of the existing carriageway, the construction of service lanes, pedestrian bridges, emergency areas, etc.
Regarding corporate operations:
• In 2011, Sacyr Concesiones arranged fnancing, for 276 million euros, for the two highway contracts that is was awarded in Chile this year: the Concepción-Cabrero motorway, as well as the new link road to Iquique. The fnancing entity involved in the local company Corpbanca.
• This year, Sacyr Concesiones also arranged 163 million euros in fnancing, with a term of 24 years, for the AP-46 Alto de las Pedrizas-Málaga toll road. The banking syndicate comprises Banco de Santander, Société Générale, West Lb and the Instituto de Crédito Ofcial (ICO). The 24.5-km highway runs from north to south through the municipalities of Antequera, Casabermeja, Almogía and Málaga, Alto de Las Pedrizas (Villanueva de Cauche) until Puerto de la Torre (northwest Málaga), where it will be linked to the future western bypass in Málaga.
• Sacyr Concesiones has also arranged 135.5 million euros in fnancing for the Arlanzón motorway. The fnancing entities are Lloyds Bank; KfW, of Germany; and the European Investment Bank. The project, expected to be inaugurated in early 2012, consists of designing, constructing, performing maintenance on and operating the Santo Tomé del Puerto-Burgos stretch or the A-1 motorway, from km 101 to km 247.
• At the end of the year, Sacyr Concesiones sold 49% of its stake in the Chilean concessions Valles del Bío Bío (Concepción-Cabrero), for 120.7 million euros, and Rutas del Desierto (link roads to Iquique), for a total of 56.5 million euros, to the companies Corso and Auguri, which are shareholders of the Chilean business group Falabella.
Lastly the following highlights also need to be stressed: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 311
• In February, the Hospital Universitario of the Portuguese town of Braga was inaugurated. The facility, entailing an investment of 140 million euros, has a concession term of 30 years. It has a capacity for 800 beds.
• On 15 April 2011, Chilean President Sebastián Piñera, and Sacyr Vallehermoso’s Chairman, Manuel Manrique, inaugurated the frst section of the Vallenar-Caldera motorway. This 64.6- km section, which links Copiapó to Vallenar, is part of the total 221-km concession awarded to Sacyr Concesiones in late 2008. During 2011, the remaining sections of the concession were inaugurated.
• On 25 October 2011, the AP-46 Alto de las Pedrizas-Málaga toll road was inaugurated. This 24.5-km road is a link between the centre of the peninsula and the capital of Málaga. It has a daily capacity of 15,000 vehicles. This is a hallmark of engineering work in Spain, given that there are 26 viaducts and 3 tunnels along this stretch of highway.
Future recurring activity was 29,233.22 million euros at year-end, locking in sustained growth and margins at this division.
3.3.- Performance of the Services division (Valoriza)
At the Sacyr Vallehermoso Group’s Services division, headed by Valoriza Gestión, S.A., earnings momentum remained at an outstanding level as the Division continued committed to its growth and diversifcation strategy.
The highlights in 2011 in each of the business lines that form this division - environment, water, energy and multi-services – were as follows:
Environment
In 2011, Valoriza Servicios Medioambientales continued to fulfl its important role within the Valoriza Group’s environmental area. In this regard, despite the diffculties posed by the current economic climate, the Valoriza Servicios Medioambientales Group consolidated its position within the sector and continues to be a leading business group. The areas in which it conducts its business are outlined below:
• Municipal services: Contracts won in 2011 included the following:
- Street cleaning and cleaning services in internal areas in the municipality of Caldes de Montbui (Barcelona) for a total of 4.9 million euros (four-year concession contract).
- Public solid-waste collection and transport services in the area of Najerilla-Moncalvillo (La Rioja), for a total of 2.7 million euros (fve-year concession contract).
- Street cleaning and solid urban waste collection in Paracuellos del Jarama (Madrid), for 1 million euros (one-year concession contract). WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 312 ANNUAL REPORT 2011
• Waste treatment: The following noteworthy contract was awarded in 2011:
- Operation of the composting and thermal sludge-drying plant using cogeneration in Loeches, for a total of 8.8 million euros (four-year concession contract).
- Extension of the contract consisting of preliminary operation and maintenance services at the La Paloma biomethanation and gas-cleaning plant (Madrid), for 7.7 million euros (one-year contract).
• Regeneration: This area encompasses water quality control, atmospheric control and recovery of landscapes and woodlands.
Water
In this area, the following noteworthy contracts were awarded in 2011:
• Work to design, construct, operate, and perform maintenance on, for 25 years, the expansion of the desalination plant in Perth (Australia). The total budget for the construction is 274 million euros, and revenue of 680 million euros is expected over the term of the concession.
• Integrated water cycle management in the city of Cabezón de la Sal (Cantabria), for 34.74 million euros (25-year concession).
• Design and construction of the reverse-osmosis seawater desalination plant in Copiapó, Chile. The project, with a 21.27 million euro budget and a 17-month completion schedule, will allow treated water to be used at the Mantoverde mine, 40 km away.
• Operation and maintenance services at the wastewater treatment plants at Canal de Isabel II, on the Alcalá Este II and Arroyo El Plantío VI lots, for 12.4 million euros (four-year contract).
• Water purifcation systems in northwest Tenerife (second phase); construction of a new wastewater purifcation plant, for 11.73 million euros, with a completion schedule of 33 months.
Energy
Important milestones in 2011 include the following:
• Thermal-solar energy: Through the Group’s Solucia subsidiaries, the Lebrija I thermal energy plant was brought onstream. During the year, the construction work on the project has been completed and all the required operating permits have been obtained. Iberese, the Group’s engineering and construction subsidiary, has developed the thermal fluid transmission units, power block, tools and electrical interconnections in this plant. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 313
• Cogeneration: Valoriza now operates six electricity cogeneration plants. With this technology, and through its subsidiaries, Valoriza Energía has 117.4 MW of installed cogeneration capacity. The plants treat a total of more than 985,000 tonnes.
• Biomass: Valoriza now has three plants in operation which extract energy value from 250,000 tonnes of biomass per year to achieve 33.7 MW of power. The promotion and development of another seven plants with these characteristics, in various parts of Spain, is moving forward.
• Wind energy: In 2011, through its investee Desarrollos Eólicos Extremeños, Valoriza has been allotted 174 MW of wind power in Extremadura, in addition to the 64 MW previously awarded and is currently under development.
Multi-services
The main contracts awarded to Valoriza Servicios a la Dependencia in 2011 were:
• Integrated management services, for the government of Aragón, of the Las Fuentes (Zaragoza) senior citizens’ home and day centre. The contract has a budget of 13.5 million euros and a term of 10 years.
• Home-care services for dependent persons of the municipalities of the province of Ávila, for 9.14 million euros, with a term of 2 years.
• Home-care services in the municipalities of the province of Jaén, for 9.07 million euros, with a term of 1 year.
• Home-care services for dependent persons of the city of Albacete and surrounding municipal districts, for 7.72 million euros, with a term of 4 years.
• Home-care services in Majadahonda (Madrid), for 1.15 million euros, with a term of 2 years.
The main contracts awarded to Valoriza Facilities in 2011 were:
• Cleaning services on city council buildings in San Sebastián, for 7.56 million euros, with a term of 4 years.
• Extension of contracts to carry out integrated management of the properties of Banif Inmobiliaria (Banco Santander), for 5,84 million euros, with a term of 1 year.
• Cleaning services at the buildings of the University of Córdoba, for 5.16 million euros, with a term of 4 years. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 314 ANNUAL REPORT 2011
• Cleaning services at the facilities and associated offces of Hospital Nuestra Señora del Prado, in Talavera de la Reina (Toledo), for 3.8 million euros, with a term of 3 years.
• Cleaning services at the buildings of the University of Málaga, for 3.34 million euros, with a term of 1 year.
• Cleaning services regarding buildings of the Ministry of Justice in Madrid, for 2.93 million euros, with a term of 2 years.
• Cleaning services of the buildings of the University of Oviedo, for 2.56 million euros, with a term of 2.5 years.
• Integrated maintenance services of the facilities of Hospital Sierra Norte (Seville), for 2.37 million euros, with a term of 1 year.
At the end of the year, Cafestore, the Group company specialised in operating motorway service areas and managing restaurants and cafeterias in large facilities, had 28 service areas in Spain and restaurants in the three new hospitals in the Madrid region.
During this year, the service station, on both sides of the motorway, at kilometre point 22 of AP-8, where it crosses the town of Hernani (Guipúzcoa), entered into service, as did the one located at kilometre point 18 of AP-1 in Mondragón (Guipúzcoa), which is also on both side of the motorway.
In addition, two restaurants opened at the Moncloa transport hub in Madrid (a Burger King franchise and a Cafestore cafeteria).
Regarding Valoriza Infraestructuras, the following contracts were awarded during the year:
• Work to conserve and treat vegetation on the AP-9 Audasa highway and on Autoestradas de Galicia, for 23.67 million euros, with a term of 4 years.
• Maintenance work on various highways (sector 4)of the province of Zamora, for 10.95 million euros, with a term of 3 years.
• Extension of the maintenance contracts regarding the Maqueda-Talavera de la Reina stretch of national motorway V (Toledo), for 10.44 million euros, with a term of 2 years.
• Maintenance, repair and emergency work on various bridges in Talavera de la Reina (Toledo), for 3.5 million euros, with a term of 3.5 years.
• Infrastructure maintenance work for the Bilbao Port Authority, for 3.1 million euros, with a term of 4 years.
• Upkeep, winter-management, repair and maintenance work on the Burgos-Armiñón stretch of highway AP-1, for 3.08 million euros, with a term of 7 years. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 315
Momentum in the Valoriza Group over the next few years is fully assured by an order book of 12,078.83 million euros at 31 December 2011.
The targets for 2012 and beyond are focused on the organic development of existing businesses, so as to achieve the critical activity mass that will allow the division to optimise proftability in each of its business lines. Nevertheless, the Group is always alert to new business development opportunities that will allow it to improve proftability and consolidate synergies with other Group activities.
3.4.- Performance of the Real-Estate Development division (Vallehermoso).
During yet another year, activity in the Group’s residential development area has been affected by a signifcant slowdown in the national real-estate market. However, despite this context, the Group delivered 577 homes during the year and generated revenue of 173 million euros once land sales were included.
In 2011, Vallehermoso met all of the milestones and commitments, without any incidents, that it had set out to meet as part of the its debt-restructuring process, which took place in August of last year. In the agreement that it reached, which was accepted by all of its creditor banks and savings banks, payments on the principal and interest of the debt were frozen for a total of three years for the portion of the debt associated with completed houses, and for fve years for the portion associated with the land.
Thanks to that agreement, credit facilities were also made available to cover Vallehermoso’s fnancial needs for fve years. This is allowing the company to continue to carry on its business, complete housing units that are currently in progress and start new development as demand begins to pick up.
3.5.- Performance of the Property Management division (Testa).
Financially, 2011 was a very good year for the Testa Group, which is responsible for the Sacyr Vallehermoso Group’s property rentals division.
In 2011, the offces of Torre Sacyr Vallehermoso were rented by the PricewaterhouseCoopers (PwC) professional services frm, requiring its more than 2,300 employees in Madrid to move. The contract, signed at the end of 2010, has raised occupancy in the building to 100%.
On 26 March 2011, the Auditorio-Pazo de Congresos Mar de Vigo multi-services complex was inaugurated.
On 29 April 2011, Testa submitted to the French Autorité des Marchés Financiers (Financial Market Authority; AMF), a Public Buyback Offer regarding the shares of its listed investee Tesfran that are WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 316 ANNUAL REPORT 2011
not yet controlled. At the end of the process, Testa acquired a total of 295,485 shares of Tesfran for a total sum of 6 million euros, as a result of which it controls 99.99199% of that company.
The average occupancy rate across all buildings, including the SyV Tower, was 95.2%, while the average monthly rental income per occupied square metre was 16.03 euros.
The rental revenue book amounted to 2,431.48 million euros at 31 December 2011, which ensures a strong level of invoicing over the coming years.
3.6.- Holding in Repsol YPF, S.A.
In 2011, Sacyr Vallehermoso, through its investee Sacyr Vallehermoso Participaciones Mobiliarias, S.L., remained a core shareholder of Repsol YPF, S.A.
On 20 December, Sacyr Vallehermoso sold 10% of its interest in Repsol, or 122,086,346 shares, for 21.066 euros per share. The interest was sold to some credit agencies of the bank syndicate, formed expressly for the acquisition of the initial package of Repsol.
On 22 December, Sacyr Vallehermoso arranged the refnancing of the 10.01% of its remaining holding, through a modifcation and renewal of the initial loan, which involves extending the fnal maturity to 31 January 2015. The amount refnanced is 2,446 million euros.
In 2011 Repsol YPF, S.A. had revenue of 61,502 million euros, up 10.74% on the previous year. Attributable consolidated proft of the Parent company was 2,193 million euros, compared with 4,693 million euros in 2010, when 40% of the Company’s Brazilian subsidiary was sold for 5,430 million euros to the Chinese oil company Sinopec.
During the year, Repsol YPF, S.A. paid a fnal gross dividend of 1.05 euros per share (0.525 euros as an interim dividend against 2010 proft and 0.525 euros as a fnal dividend for that year). Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U.’s share of the dividend amounted to 256.51 million euros.
Repsol YPF, S.A. is listed on Spain’s IBEX -35 index, as well as on the leading index in the United States. At year-end 2011, the Company’s share price stood at 23.735 euros (for a 13.84% revaluation compared with 2010) and its market capitalisation was 28,977 million euros.
4. SHARE PERFORMANCE AND TREASURY SHARES
At 31 December 2011 Sacyr Vallehermoso’s share capital was fully subscribed and paid. Share capital was composed of 422,598,452 shares with a par value of 1 euro each. There is only one class and series of shares, and all shares carry the same rights. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 317
At 31 December 2011, Sacyr Vallehermoso’s market capitalisation stood at 1,677.72 million euros. Share performance on the electronic trading system over 2011 was as follows:
SHARE PRICE IN 2011 No. of listed shares 422,598,452
Trading volume (thousands of euros) 2,970,128
Trading days 257
Closing price 2010 (euros) 4.75
Closing price 2011 (euros) 3.97
High (on 08/04/11) (euros) 9.59
Low (on 29/12/11) (euros) 3.75
Average weighted share price (euros) 6.15
Average daily trading vol. (no. of shares) 1,879,973
Liquidity (shares traded/capital) 1.14
Sacyr Vallehermoso’s share price fell from 4.75 euros per share at year end 2010 to 3.97 euros per share at 31 December 2010. The share price reached its intraday day high of 9.599 euros on 8 April, and its maximum daily close of 9.343 euros on 13 April. The intraday minimum was 3.75 euros and the closing low was 3.83 euros, both on 29 December.
Sacyr Vallehermoso’s performance was quite unlike that of the IBEX-35, the General Index and the National Construction Index. Whereas in the frst part of the year it was one of the securities that gained the most on all indexes, in the second half of the year, it underperformed those indexes. SyV shares were more volatile than the benchmark indices, however, with an average fluctuation of 6.15 euros per share. Average daily trading volume was over 1.8 million shares, for a total of 2,970.13 million euros for the year.
STOCK MARKET INFORMATION 2011 2010 % 11/10 Share price (euros) High 9.59 9.40 2.02% Low 3.75 3.44 9.01% Average 6.15 4.87 26.28% Annual close 3.97 4.75 (16.42%) Average daily trading vol. (no. of shares) 1,879,973 1,766,941 6.40% Annual trading volume (thousands of euros) 2,970,128 2,204,654 34.72% No. (listed) shares at year end 422,598,452 304,967,371 38.57% Market capitalisation (thousands of euros) 1,677,716 1,448,595 15.82% Weighting on IGBM (%) 0.24 0.19 26.32% Price/carrying amount 0.66 0.38 Dividend per share (euros/shares) 0.10 0.00 72.30% Dividend yield (%) 2.52 0.00 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 318 ANNUAL REPORT 2011
At 31 December 2011, the Parent company held 2,587,065 treasury shares, equivalent to 0.61218% of its share capital. At the average exchange rate, the price paid was 22.81 euros per share.
On 20 January 2011 the Company bought 3 own shares. This was to round down the number of SyV S.A. shares in the capital increase that month so that the total number with preferential subscription rights would be divisible by 49, a necessary step as the increase allotted 2 new shares for each 49 preferential subscription rights.
On 18 November 2011 the Company sold 1,339 SyV shares, forming part of the 2008 bonus issue charged to unrestricted reserves but which were not allocated at that date, at a price of 4.5876 euros per share. Sacyr Vallehermoso was the custodian of these shares during the three-year period set forth by Law, after which the shares were sold, in accordance with Article 59 of the Spanish Companies Law.
The proceeds net of costs to sell were 6,097.75 euros. This amount was deposited, along with 470.47 euros in dividends paid on the shares before the sale, at the Spanish General Deposit Fund (Caja General de Depósitos) for the related parties.
At 31 December 2011, Sacyr Vallehermoso was the custodian of 294 SyV shares that were unsubscribed in the bonus issue carried out in June of that year.
At the 2011 reporting date, the SyV share price was 3.97 euros, 16.42% higher than at 31 December 2010 (4.75 euros per share).
5. MAIN RISKS AND UNCERTAINTIES FACING THE SACYR VALLEHERMOSO GROUP
The policy for managing fnancial risks and the fnancial instruments used to do so are detailed in Note 26 to the consolidated fnancial statements.
6. ANNUAL CORPORATE GOVERNANCE REPORT
The Annual Corporate Governance Report (included in the additional information regarding Article 61 bis of the Securities Market Act), which forms an integral part of the 2011 management report, is attached as Appendix I.
7. CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY
In 2011 there were no changes to the Group’s Corporate Governance or Corporate Social Responsibility policies.
The Group continues to strengthen its obligations and controls, which are the responsibility of the Board of Directors and its Committees, moving toward a management model that incorporates and develops best practices in corporate governance. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 319
8. RESEARCH AND DEVELOPMENT ACTIVITIES
In 2011, the Group conducted no signifcant research or development.
9. EVENTS AFTER THE BALANCE SHEET DATE
Events after the balance sheet date are detailed in Note 36 to the consolidated fnancial statements.
10. ENVIRONMENT AND PERSONNEL
The Group’s environmental and personnel policies are detailed in Notes 37 and 39, respectively, to the consolidated fnancial statements.
11. HEDGE ACCOUNTING POLICY AND RISKS
The policy and risks employed in hedge accounting are detailed in Notes 24 and 26 to the consolidated fnancial statements.
STATEMENT CERTIFYING SIGNATURES and ENVIRONMENTAL STATEMENT
STATEMENT CERTIFYING SIGNATURES:
In certifcation that the Board of Directors of Sacyr Vallehermoso, S.A., at its meeting on 29 March 2012, has authorised for issue, in accordance with the provisions of Article 253 of the Spanish Companies Act, the 2011 consolidated fnancial statements (statement of fnancial position, separate income statement, statement of changes in equity, statement of comprehensive income, statement of cash flows, and notes) and the Group management report for Sacyr Vallehermoso, S.A., which will be submitted for approval at the Company’s General Shareholders’ Meeting. These documents are reproduced in the preceding pages numbered consecutively from the frst page through the last page, and are stamped and signed by the Secretary to the board. Pursuant to Article 8.1.b) of Royal Decree 1362/07, of 19 October, the Board of Directors hereby states that to the best of its knowledge, the abovementioned documents have been prepared in accordance with applicable accounting principles and present a true and fair view of the fnancial position and results of Sacyr Vallehermoso, S.A. and the consolidated subsidiaries taken as a whole, and that the management report includes a true and fair analysis of the performance and results obtained as well as the position of Sacyr Vallehermoso, S.A. and the consolidated companies taken as a whole, along with a description of the main risks and uncertainties that they face.
In compliance with Article 253 of the Spanish Companies Act, and, as evidence of their conformity with said consolidated fnancial statements and consolidated management report for 2011, the Directors composing the Board of Directors of Sacyr Vallehermoso, S.A. hereby sign. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 320 ANNUAL REPORT 2011
ENVIRONMENTAL STATEMENT:
Also, we the undersigned, as directors of the Company, state that the Group’s accounts underlying these Consolidated Financial Statements contain no items of environmental signifcance that should be included in the Notes under the third part of the Spanish General Chart of Accounts (Royal Decree 1514/2007 of 16 November).
Madrid, 29 March 2012. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 322 ANNUAL REPORT 2011
ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED LIMITED COMPANIES ISSUER’S PARTICULARS
YEAR ENDED: 31/12/11 COMPANY TAX ID NO. (CIF): A-28013811 Corporate name: SACYR VALLEHERMOSO, S.A.
ANNUAL CORPORATE GOVERNANCE REPORT FOR LISTED LIMITED COMPANIES
For a better understanding of the model report and how to fll it out, please read the instructions provided at the end.
A - OWNERSHIP STRUCTURE
A. 1 Complete the following table on the Company’s share capital.
Date of last modification Share capital (€) Number of shares Number of voting rights 19/05/11 422,598.452 422,598.452 422,598.452
Indicate whether different types of shares exist with different associated rights.
NO
A.2 List the direct and indirect holders of signifcant ownership interests in your organisation at year-end, excluding directors.
Name or corporate name of shareholder Number of direct voting rights Number of % of total indirect voting voting rights rights (*) CONCERTED ACTION (1) 0 67,173.002 15.895 DISA CORPORACIÓN PETROLÍFERA, S.A. 54,990.074 0 13.012 CONCERTED ACTION (2) 0 51,879.555 12.276 FONDO DE REESTRUCTURACIÓN ORDENADA 0 28,453.973 6.733 BANCARIA (F.R.O.B. - THE FUND FOR ORDERLY BANK RESTRUCTURING) GRUPO EMPRESARIAL FUERTES, S.L. 0 21,758.391 5.149 ACCIÓN CONCERTADA(1) DISA CORPORACIÓN 54,990.074 13.012 PETROLIFERA, S.A. ACCIÓN CONCERTADA (1) GRUPO SATOCAN DESARROLLOS, 1,064.792 0.252 S.L. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 323
Name or corporate name of indirect Through: Name or corporate Number of direct % of total shareholder name of direct shareholder voting rights voting rights CONCERTED ACTION (1) DISA CORPORACIÓN 54,990,074 13.012 PETROLIFERA, S.A. CONCERTED ACTION (1) GRUPO SATOCAN DESARROLLOS, S.L. 1,064,792 0.252 CONCERTED ACTION (1) GRUPO SATOCAN, S.A. 11,118,136 2.631 CONCERTED ACTION (2) NCG. BANCO, S.A. 18,865,650 4.464 CONCERTED ACTION (2) PARTICIPACIONES AGRUPADAS, S.R.L. 32,526,769 7.697 CONCERTED ACTION (2) UNICAJA BANCO, S.A. 487,136 0.115 FONDO DE REESTRUCTURACIÓN ORDENADA CXG CORPORACION 9,588,323 2.269 BANCARIA (F.R.O.B. - THE FUND FOR NOVACAIXAGALICIA, S.A. ORDERLY BANK RESTRUCTURING) FONDO DEREESTRUCTURACIÓN ORDENADA NCG. BANCO, S.A. 18,865,650 4.464 BANCARIA (F.R.O.B. - THE FUND FOR ORDERLY BANK RESTRUCTURING) GRUPO EMPRESARIAL FUERTES, S.L. GRUPO CORPORATIVO FUERTES, S.L. 21,758,391 5.149
Indicate the most signifcant movements in the shareholder structure during the year.
Name or corporate name of shareholder Date of the operation Description of the operation
DISA CORPORACIÓN PETROLÍFERA, S.A. 04/07/11 Exceeded 10% of share capital
A.3 Complete the following table on company directors holding voting rights through company shares.
Name or corporate name of director Number of direct Number of indirect % of total voting voting rights voting rights (*) rights DON MANUEL MANRIQUE CECILIA 234 0 0.000 DON DEMETRIO CARCELLER ARCE 4,890 55,014.524 13.019 NUEVA COMPAÑÍA DE INVERSIONES, S.A. 5 0 0.000 ACTIVIDADES INMOBILIARIAS Y AGRÍCOLAS, S.A. 21,452.342 0 5.076 AUSTRAL, B.V. 40,664.703 0 9.623 BETA ASOCIADOS, S.L. 21,271.878 294,730 5.103 CXG CORPORACIÓN NOVACAIXAGALICIA, S.A. 9,588.323 0 2.269 CYMOFAG, S.L. 25,740,896 0 6.091 DON DIOGO ALVES DINIZ VAZ GUEDES 0 1,600.871 0.379 GRUPO CORPORATIVO FUERTES, S.L. 21,758.391 0 5.149 GRUPO SATOCAN, S.A. 10,946.419 1,236.509 2.883 DON JAVIER ADROHER BIOSCA 150,000 0 0.035 DON MATÍAS CORTÉS DOMÍNGUEZ 100 0 0.000 NCG. BANCO, S.A. 18,865.650 0 4.464 PARTICIPACIONES AGRUPADAS, S.R.L. 32,526.769 0 7.697 PRILOMI, S.L. 21,158.576 0 5.007 PRILOU, S.L. 32,309.011 0 7.645 RIMEFOR NUEVO MILENIO, S.L. 24,150.702 0 5.715 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 324 ANNUAL REPORT 2011
Name or corporate name of indirect Through: Name or corporate name of Number of direct % of total voting shareholder direct shareholder voting rights rights DEMETRIO CARCELLER ARCE DISA CORPORACIÓN PETROLIFERA, 54,990.074 13.012 S.A. DON DIOGO ALVES DINIZ VAZ GUEDES QUINTA COLUNA, S.A. 1,600.871 0.379 GRUPO SATOCAN,S.A. GRUPO SATOCAN DESARROLLOS, S.L. 1,064,792 0.252 BETA ASOCIADOS, S.L. CANTEVEL 1, S.L. 294,730 0.070 GRUPO SATOCAN, S.A. GRUPO SATOCAN INVEST SICAV, S.A. 171,717 0.041
% of total voting rights held by the Board of Directors 80.155
Complete the following tables on share options held by directors.
A.4 Indicate, as applicable, any family, commercial, contractual or corporate relationships between owners of signifcant shareholdings, insofar as these are known by the Company, unless they are insignifcant or arise from ordinary trading or exchange activities.
Type of relationship:
Corporate
Brief description:
Prilou, S.L. is the joint and several director of the main shareholder Prilomi, S.L.
Individual or corporate name of related parties PRILOU, S.L.
Type of relationship :
Corporate
Brief description:
Nueva Compañía de Inversiones, S.A. is the indirect owner of 100% of Austral, B.V.
Individual or corporate name of related parties AUSTRAL, B.V. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 325
Type of relationship:
Corporate
Brief description:
Manuel Manrique Cecilia owns 100% of the share capital of Telbasa Construcciones e Inversiones, S.L., which in turn controls 100% of the share capital of Cymofag, S.L.
Individual or corporate name of related parties CYMOFAG, S.L.
Type of relationship:
Corporate
Brief description:
Actividades Inmobiliarias Agrícolas, S.A. controls 61.58% of Rimefor Nuevo Milenio, S.L.
Individual or corporate name of related parties ACTIVIDADES INMOBILIARIAS Y AGRICOLAS, S.A.
Type of relationship:
Corporate
Brief description:
NCG Banco, S.A. is the owner of 94.4321% of the share capital of CXG Corporación Novacaixagalicia, S.A.
Individual or corporate name of related parties NCG. BANCO, S.A.
A.5 Indicate, as applicable, any commercial, contractual or corporate relationships between owners of signifcant shareholdings, and the Company and/or its group, unless they are insignifcant or arise from ordinary trading or exchange activities WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 326 ANNUAL REPORT 2011
Type of relationship:
Contractual
Brief description:
Chairman and CEO of Sacyr Vallehermoso, S.A.
Individual or corporate name of related parties MANUEL MANRIQUE CECILIA
A.6. Indicate whether any shareholders’ agreements have been notifed to the Company pursuant to article 112 of the Securities Market Act (Ley del Mercado de Valores). Provide a brief description and list the shareholders bound by the agreement, as applicable
% of share capital affected
15.895
Brief description of the agreement:
The relationship between the parties as shareholders in the Company is based on the formation of a shareholders’ syndicate, which includes all the company shares owned by the shareholders during the term of the syndication agreement. The purpose of this agreement is to regulate voting rights and to increase the participation of the syndicated shareholders. In accordance with the fling made to the CNMV, we would state that the 15.895% includes the syndicated voting rights of each of the participants in the syndication agreement dated 21 February 2011, plus the voting rights excluded from the syndication agreement. The syndicated voting rights amount to 23,315,883, of which Disa contributed 11,657,942, Grupo Satocan 10,624,466 and Grupo Satocan Desarrollos 1,033,475. As a result, Disa has syndicated 2.758%, with the remaining 10.254% of its voting rights not being included in the syndication agreement. Directly or indirectly, Grupo Satocan holds 2.630% of the voting rights, of which it has syndicated all the direct ownership; in other words, 2.514%, with the remaining 171,717 indirect ownership voting rights not being syndicated. Grupo Satocan Desarrollos has syndicated 0.244%, its whole holding. Each of the parties has signed a unilateral declaration through which it undertakes that all non-syndicated shares will vote in the same way as their syndicated shares, without this implying that the non-syndicated shares are subject to the syndication agreement.
Members of the Shareholder Agreement GRUPO SATOCAN, S.A. DISA CORPORACIÓN PETROLÍFERA, S.A. GRUPO SATOCAN DESARROLLOS, S.L. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 327
% of share capital affected:
26.95
Brief description of the agreement:
Luis Fernando del Rivero Asensio, together with the companies ACTIVIDADES INMOBILIARIAS AGRÍCOLAS, S.A. and RIMEFOR NUEVO MILENIO, S.L; José Manuel Loureda Mantiñán, together with the companies PRILOU, S.L. and PRILOMI, S.L; and Francisco Javier Gayo Pozo, together with the companies FAHERGA, S.L. and MARLOJA INVERSIONES, S.L.
The formation of the shareholder agreement for the syndication of all voting rights in SyV was notifed on 20 October 2011 by the parties involved. The signature of the shareholder agreement resolution entered into on 20 October was notifed on 27 October.
The purpose of the contract is to create a syndicate among the syndicated shareholders over the voting rights of SyV held by them at any time, pursuant to the provisions of Royal Decree 1362 /20 07. The shareholders have undertaken to act in accordance with the provisions of the contract, both in the governing bodies of the Company and in the exercise of their shareholder rights. In particular, they have undertaken to exercise their syndicated voting rights as a unit, in accordance with the contract provisions.
Members of the Shareholder Agreement FRANCISCO JAVIER GAYO POZO LUIS FERNANDO DEL RIVERO ASENSIO JOSÉ MANUEL LOUREDA MANTIÑÁN
% of share capital affected:
29.5
Brief description of the agreement:
On 29 August, Sacyr Vallehermoso, S.A, indirect owner of a 20.01% stake in the share capital of Repsol YPF, and Petroleos Mexicanos y P.M.I. Holdings, B.V. (the Pemex Group), owner -directly and indirectly- of 4.87% of the shares and voting rights of the Company, entered into a shareholder agreement regarding the Company to pool the voting rights of SyV and the Pemex Group, and to lay down certain terms for the unrestricted transfer of shares by the Shareholders.
Members of the Shareholders' Agreement SACYR VALLEHERMOSO, S.A. P.M.I. HOLDINGS B.V. PETROLEOS MEXICANOS S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 328 ANNUAL REPORT 2011
Indicate whether the Company is aware of the existence of any concerted actions among its shareholders. Give a brief description as applicable
YES
% of share capital affected:
12.276
Brief description of the agreement:
The relationship between the parties as shareholders in the Company is based on the formation of a shareholders’ syndicate, which covers all the company shares owned by the shareholders during the term of the syndication agreement.
The parties recognise that the obligations undertaken in this agreement are binding upon them and they undertake to comply with them fully, carrying out any action and exercising any right as shareholders in the Company required or helpful for performance of the agreement. The purpose of this agreement is to regulate voting rights and to increase the participation of the syndicated shareholders.
The 12.276% share results from the agreement between the companies involved: Participaciones Agrupadas, S.L. with 7.697%; NCG Banco, S.A. with 4.464%; and Unicaja Banco, S.A. with 0.115%. In total, 51,879,555 voting rights are involved
Members of the Shareholders' Agreement UNICAJA BANCO, S.A. NCG. BANCO, S.A. PARTICIPACIONES AGRUPADAS, S.R.L.
Expressly indicate any amendments to or termination of such agreements or concerted actions during the year.
A.7 Indicate whether any individuals or bodies corporate currently exercise control or could exercise control over the Company in accordance with article 4 of the Spanish Securities’ Market Act. If so, identify:
NO
A.8 Complete the following tables on the company’s treasury shares.
At year-end WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 329
Number of shares held directly Number of shares held indirectly (*) % of total share capital 2,587,065 0 0.612
(*) Through: Total 0
Give details of any signifcant changes during the year, in accordance with Royal Decree 1362 /20 07.
Gains/(loss) on treasury shares during the year (Thousands of Euros) 0
A.9 Give details of the applicable conditions and time periods governing any resolutions of the General Shareholders’ Meeting authorising the Board of Directors to purchase and/or transfer the treasury shares.
At the General Shareholders’ Meeting held on 19 May 2011, shareholders authorised the Board of Directors to purchase treasury shares through the Company and its subsidiaries. The text of the ffth resolution adopted was the following:
To authorise the acquisition of shares derivatives in Sacyr Vallehermoso, S.A. by the Company and its subsidiaries within the scope of article 146 of the Spanish Companies Act, complying with current legislation at all times and subject to the following conditions:
- These shares may be acquired either directly by the Company or indirectly through its subsidiaries by purchase, swap or any other lawful transaction for consideration.
- The nominal amount of shares acquired, plus any already held directly or indirectly, may not exceed the maximum percentage allowed under prevailing law.
- The acquisition price per share shall be at least par value and at most the price quoted on the stock market on the date of acquisition.
- This authorisation is granted for a fve-year term.
This authorisation also extends to the acquisition of any shares that may have been delivered directly to the employees and directors of the Company and its subsidiaries or as a consequence of exercising stock options.
This authorisation renders null and void the unused portion of the authorisation given at the General Meeting of 30 de June de 2010.
A.10 Indicate, as applicable, any restrictions imposed by Law or the Company’s Bylaws on exercising voting rights, as well as any legal restrictions on the acquisition or transfer of ownership interests in the share capital. Indicate whether there are any legal restrictions on exercising voting rights. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 330 ANNUAL REPORT 2011
NO
Maximum percentage of legal restrictions on voting rights a shareholder can exercise 0
Indicate whether there are any restrictions included in the Bylaws on exercising voting rights.
NO
Maximum percentage of restrictions under the Company’s Bylaws on voting rights a shareholder can exercise 0
Indicate if there are any legal restrictions on the acquisition or transfer of share capital.
NO
A.11 Indicate whether the General Shareholders’ Meeting has agreed to take neutralisation measures to prevent a public takeover bid by virtue of the provisions of Act 6/2007.
NO
If applicable, explain the measures adopted and the terms under which these restrictions may be lifted.
B – COMPANY MANAGEMENT STRUCTURE
B.1 Board of Directors
B.1.1. List the maximum and minimum number of directors included in the Bylaws.
Maximum number of directors 19
Minimum number of directors 9
B.1.2. Complete the following table with Board members’ details.
Name or corporate name Position on the Date of first Date of last Representative Election procedure of director Board appointment appointment MANUEL MANRIQUE CHAIRMAN AND APPOINTED AT GENERAL -- 10/11/04 30/06/10 CECILIA CEO SHAREHOLDERS’ MEETING DEMETRIO CARCELLER 1ST DEPUTY APPOINTED AT GENERAL -- 29/01/03 18/06/08 ARCE CHAIRMAN SHAREHOLDERS’ MEETING NUEVA COMPAÑIA DE 2ND DEPUTY APPOINTED AT GENERAL JUAN ABELLÓ GALLO 11/12/03 17/06/09 INVERSIONES, S.A. CHAIRMAN SHAREHOLDERS’ MEETING WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 331
ACTIVIDADES ANGEL LÓPEZ CORONA APPOINTED AT GENERAL INMOBILIARIAS Y DIRECTOR 11/05/05 30/06/10 DAVILA SHAREHOLDERS’ MEETING AGRICOLAS, S.A. PEDRO PABLO MANUEL DEL APPOINTED AT GENERAL AUSTRAL, B.V. DIRECTOR 17/06/09 17/06/09 CORRO GARCÍA- LOMAS SHAREHOLDERS’ MEETING JOSÉ DEL PILAR MORENO APPOINTED AT GENERAL BETA ASOCIADOS, S.L. DIRECTOR 19/05/11 19/05/11 CARRETERO SHAREHOLDERS’ MEETING CXG CORPORACION LUIS CARAMÉS VIÉITEZ DIRECTOR 15/12/11 15/12/11 CO-OPTATION NOVACAIXAGALICIA, S.A. GONZALO MANRIQUE APPOINTED AT GENERAL CYMOFAG S.L. DIRECTOR 19/05/11 19/05/11 SABATEL SHAREHOLDERS’ MEETING DIOGO ALVES DINIZ VAZ APPOINTED AT GENERAL -- DIRECTOR 25/06/04 17/06/09 GUEDES SHAREHOLDERS’ MEETING GRUPO CORPORATIVO TOMAS FUERTES APPOINTED AT GENERAL DIRECTOR 19/05/11 19/05/11 FUERTES, S.L. FERNÁNDEZ SHAREHOLDERS’ MEETING JUAN MIGUEL SANJUAN APPOINTED AT GENERAL GRUPO SATOCAN, S.A. DIRECTOR 02/10/08 17/06/09 JOVER SHAREHOLDERS’ MEETING APPOINTED AT GENERAL JAVIER ADROHER BIOSCA -- DIRECTOR 19/05/11 19/05/11 SHAREHOLDERS’ MEETING DON MATIAS CORTÉS VOTE AT GENERAL -- DIRECTOR 12/06/02 18/06/08 DOMÍNGUEZ SHAREHOLDERS’ MEETING MARÍA VICTORIA VÁZQUEZ NCG. BANCO, S.A. DIRECTOR 20/10/11 20/10/11 CO-OPTATION SACRISTÁN PARTICIPACIONES APPOINTED AT GENERAL MANUEL AZUAGA MORENO DIRECTOR 25/06/04 17/06/09 AGRUPADAS, S.R.L. SHAREHOLDERS’ MEETING JOSÉ MANUEL LOUREDA APPOINTED AT GENERAL PRILOMI, S.L. DIRECTOR 11/05/05 30/06/10 LÓPEZ SHAREHOLDERS’ MEETING JOSÉ MANUEL LOUREDA APPOINTED AT GENERAL PRILOU, S.L. DIRECTOR 15/12/04 30/06/10 MANTIÑÁN SHAREHOLDERS’ MEETING RIMEFOR NUEVO MILENIO, LUIS FERNANDO DEL RIVERO APPOINTED AT GENERAL DIRECTOR 19/05/11 19/05/11 S.L. ASENSIO SHAREHOLDERS’ MEETING
Total number of directors 18
Indicate any Board members who left during this period.
Name or corporate name of director Status of the director at the time Leaving date
ANGEL LÓPEZ CORONA DAVILA PROPRIETARY 07/10/11
LUIS FERNANDO DEL RIVERO ASENSIO EXECUTIVE 20/10/11
JOSÉ LUIS MÉNDEZ LÓPEZ PROPRIETARY 15/12/11
B.1.3. Complete the following tables on Board members and their respective categories:
EXECUTIVE DIRECTORS
Name or corporate name of director Committee proposing appointment Post held in the Company MANUEL MANRIQUE CECILIA APPOINTMENTS AND REMUNERATION CHAIRMAN & CEO COMMITTEE WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 332 ANNUAL REPORT 2011
Total number of Executive directors 1 % of the Board 5.556 EXTERNAL PROPRIETARY DIRECTORS
Name or corporate name of director Committee proposing Name or corporate name of appointment significant shareholder represented or proposing appointment DEMETRIO CARCELLER ARCE APPOINTMENTS AND DISA CORPORACIÓN PETROLÍFERA, S.A. REMUNERATION COMMITTEE NUEVA COMPAÑIA DE INVERSIONES, S.A. APPOINTMENTS AND AUSTRAL, B.V. REMUNERATION COMMITTEE ACTIVIDADES INMOBILIARIAS Y AGRICOLAS, S.A. APPOINTMENTS AND ACTIVIDADES INMOBILIARIAS Y REMUNERATION AGRICOLAS, S.A. AUSTRAL, B.V. APPOINTMENTS AND AUSTRAL, B.V. REMUNERATION COMMITTEE BETA ASOCIADOS, S.L. APPOINTMENTS AND BETA ASOCIADOS, S.L. REMUNERATION COMMITTEE CXG CORPORACION NOVACAIXAGALICIA, S.A. APPOINTMENTS AND CXG CORPORACION NOVACAIXAGALICIA, REMUNERATION COMMITTEE S.A. CYMOFAG S.L. APPOINTMENTS AND CYMOFAG S.L. REMUNERATION COMMITTEE DIOGO ALVES DINIZ VAZ GUEDES APPOINTMENTS AND DIOGO ALVES DINIZ VAZ GUEDES REMUNERATION COMMITTEE GRUPO CORPORATIVO FUERTES, S.L. APPOINTMENTS AND GRUPO EMPRESARIAL FUERTES, S.L. REMUNERATION COMMITTEE GRUPO SATOCAN, S.A. APPOINTMENTS AND GRUPO SATOCAN, S.A. REMUNERATION COMMITTEE JAVIER ADROHER BIOSCA APPOINTMENTS AND JAVIER ADROHER BIOSCA REMUNERATION COMMITTEE NCG. BANCO, S.A. APPOINTMENTS AND NCG. BANCO, S.A. REMUNERATION COMMITTEE PARTICIPACIONES AGRUPADAS, S.R.L. APPOINTMENTS AND PARTICIPACIONES AGRUPADAS, S.R.L. REMUNERATION PRILOMI, S.L. APPOINTMENTS AND PRILOMI, S.L. REMUNERATION PRILOU, S.L. APPOINTMENTS AND PRILOU, S.L. REMUNERATION RIMEFOR NUEVO MILENIO, S.L. APPOINTMENTS AND RIMEFOR NUEVO MILENIO, S.L. REMUNERATION COMMITTEE
Total number of Proprietary directors 16 % of the Board 88.889
INDEPENDENT EXTERNAL DIRECTORS
Name or corporate name of director
MATIAS CORTÉS DOMÍNGUEZ
Profile WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 333
Member of the Madrid Bar Association, Professor of Economy and Finance at the University of Granada, and Professor of Finance and Tax Law at the Autónoma and Complutense Universities in Madrid. Total number of Independent directors 1 % of the Board 5.556
OTHER EXTERNAL DIRECTORS
List the reasons why these cannot be considered Proprietary or Independent directors and detail their relationships with the Company, its executives or shareholders.
List any changes in the category of each director which have occurred during the year.
B.1.4 Explain, when applicable, the reasons why Proprietary directors have been appointed upon the request of shareholders who hold less than 5% of the share capital.
Name or corporate name of shareholder
CXG CORPORACION NOVACAIXAGALICIA, S.A.
Reasons
The direct interest of CXG CORPORACIÓN NOVACAIXAGALICIA, S.A with 2.269% of the share capital of SyV is, in turn, the indirect interest of NCG Banco, S.A, giving a total direct and indirect interest of 4.464%. This total interest is very close to the 5% share capital threshold established by Royal Decree 1362/2007.
Name or corporate name of shareholder
JAVIER ADROHER BIOSCA
Reasons
Appointment proposed by DISA CORPORACIÓN PETROLÍFERA, S.A.
Provide details of any rejections of formal requests for Board representation from shareholders whose equity interest is equal to or greater than that of other shareholders who have successfully requested the appointment of Proprietary directors. If so, explain why these requests have not been entertained.
NO
B.1.5 Indicate whether any director has resigned from offce before their term of offce has expired, whether that director has given the Board his/her reasons and through which channel. If made in writing to the Board in full, list below the reasons given by that director. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 334 ANNUAL REPORT 2011
SI
Name of director
JOSÉ LUIS MÉNDEZ LÓPEZ
Reasons for resignation
Resignation.
Name of director
LUIS FERNANDO DEL RIVERO ASENSIO
Reasons for resignation
Resignation.
Name of director
ÁNGEL LÓPEZ CORONA DAVILA
Reasons for resignation
Resignation.
B.1.6. Indicate what powers, if any, have been delegated to the Chief Executive Offcer.
Name or corporate name
MANUEL MANRIQUE CECILIA
Brief description
All powers of the Board except those powers that are legally or institutionally reserved for the Board of Directors or those which the Board retains for itself under article 5 of the Regulations for the Board of Directors.
B.1.7. List the directors, if any, who hold offce as directors or executives in other companies belonging to the listed company’s group WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 335
Name or corporate name of director Name of listed company Post MANUEL MANRIQUE CECILIA INCHISACYR. S.A. CHAIRMAN MANUEL MANRIQUE CECILIA SACYR CONCESIONES. S.L. DIRECTOR MANUEL MANRIQUE CECILIA SACYR VALLEHERMOSO PARTICIPACIONES REPRESENTATIVE OF MOBILIARIAS. S.L. SOLE DIRECTOR MANUEL MANRIQUE CECILIA SACYR. S.A. DIRECTOR MANUEL MANRIQUE CECILIA SCRINSER. S.A. DIRECTOR MANUEL MANRIQUE CECILIA TESTA INMUEBLES EN RENTA. S.A. DIRECTOR MANUEL MANRIQUE CECILIA VALLEHERMOSO DIVISIÓN PROMOCIÓN. S.A.U DIRECTOR MANUEL MANRIQUE CECILIA VALORIZA GESTIÓN. S.A. DIRECTOR DEMETRIO CARCELLER ARCE VALLEHERMOSO DIVISIÓN PROMOCIÓN. S.A.U DIRECTOR PARTICIPACIONES AGRUPADAS, S.R.L. SACYR. S.A. DIRECTOR PARTICIPACIONES AGRUPADAS, S.R.L. TESTA INMUEBLES EN RENTA. S.A. DIRECTOR PARTICIPACIONES AGRUPADAS, S.R.L. VALLEHERMOSO DIVISIÓN PROMOCIÓN. S.A.U DIRECTOR
B.1.8 List any company Board members who likewise sit on the Boards of directors of other non- group companies that are listed on offcial securities markets in Spain, insofar as these have been disclosed to the Company.
Name or corporate name Name of listed company Post DEMETRIO CARCELLER ARCE EBRO FOODS. S.A. DIRECTOR DEMETRIO CARCELLER ARCE GAS NATURAL SDG. S.A. DIRECTOR DEMETRIO CARCELLER ARCE DEOLEO. S.A. DIRECTOR DEMETRIO CARCELLER ARCE SOCIEDAD ANONIMA DAMM CHAIRMAN AUSTRAL, B.V. COMPAÑÍA VINÍCOLA DEL NORTE DE ESPAÑA. S.A. DIRECTOR AUSTRAL, B.V. CIE AUTOMOTIVE. S.A. DIRECTOR MATIAS CORTES DOMINGUEZ PROMOTORA DE INFORMACIONES. S.A.(PRISA) DIRECTOR
B.1.9 Indicate and, where appropriate, explain whether the Company has established rules about the number of Boards on which its directors may sit
NO
B.1.10 In relation with Recommendation 8 of the Unifed Code, indicate the Company’s general policies and strategies that are reserved for approval by the Board of directors in plenary session
Investment and financing policy YES Design of the structure of the corporate group YES Corporate governance policy YES Corporate social responsibility policy YES The strategic or business plans, management targets and annual budgets YES Remuneration and evaluation of senior officers YES Risk control and management, and the periodic monitoring of internal information and YES control systems Dividend policy, as well as the policies and limits applying to treasury stock YES WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 336 ANNUAL REPORT 2011
B.1.11. Complete the following tables on the aggregate remuneration paid to directors during the year
a) In the reporting company
Concept In thousands of Euros Fixed remuneration 1,792 Variable remuneration 1,794 Per diems 0 Statutory compensation 0 Share options and/or other financial instruments 0 Other 0
Total 3.586
Other benefits In thousands of Euros Advances 0 Loans 0 Funds and pension plans: Contributions 0 Pension plans and funds: Obligations 0 Life insurance premiums 1 Guarantees issued by the Company in favour of Directors 0
b) For company directors sitting on other governing bodies and/or holding senior management posts within group companies:
Concept In thousands of Euros Fixed remuneration 0 Variable remuneration 0 Per diems 0 Statutory compensation 0 Share options and/or other financial instruments 0 Other 0
Total 0
Other benefits In thousands of Euros Advances 0 Loans 0 Funds and pension plans: Contributions 0 Funds and pension plans: Obligations 0 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 337
Life insurance premiums 0 Guarantees issued by the Company in favour of Directors 0 c) Total remuneration by type of director
Type of director By company By group Executive 3,586 0 External proprietary 0 0 External independent 0 0 Other External 0 0
Total 3.586 0 d) Remuneration as a percentage of proft attributable to the parent company
Total remuneration received by directors (in thousands of Euros) 3,586 Total remuneration received by Directors/profit attributable to parent company (%) 2.5
B.1.12 List any members of senior management who are not Executive directors and indicate total remuneration paid to them during the year.
Name or corporate name Post
JAVIER LÓPEZ-ULLOA MORAIS ASSISTANT GENERAL MANAGER TO THE CEO
ANGEL LASO D'LOM GENERAL MANAGER OF COMMUNICATION
DANIEL LOUREDA LOPEZ CEO OF TESTA
FERNANDO LACADENA AZPEITIA GENERAL MANAGER OF FINANCE AND CORPORATE DEVELOPMENT
SECRETARY OF THE BOARD OF DIRECTORS AND GENERAL MANAGER OF THE VICENTE BENEDITO FRANCÉS LEGAL DEPARTMENT
MIGUEL ANGEL PEÑA PENILLA CEO OF VALLEHERMOSO DIVISIÓN PROMOCIÓN
FRANCISCO JAVIER GAYO POZO CHAIRMAN OF SACYR, S.A.U.
JOSÉ MARIA ORIHUELA UZAL CEO OF SACYR CONCESIONES
JOSE CARLOS OTERO FERNÁNDEZ GENERAL MANAGER ADMINISTRATION AND OPERATIONS
JOSÉ ANTONIO GUÍO DE PRADA CONTRACTING MANAGER
MIGUEL HERAS DOLADER DEPUTY CHAIRMAN OF SOMAGUE
SALVADOR FONT ESTRANY GENERAL MANAGER OF ENERGY
FERNANDO RODRIGUEZ-AVIAL LLARDENT CHAIRMAN OF TESTA
JOSE MANUEL NAHARRO CASTRILLO GENERAL MANAGER OF RESOURCES
FERNANDO LOZANO SAINZ CEO OF VALORIZA GESTIÓN
Total remuneration received by senior management (in thousands of Euros 7,596 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 338 ANNUAL REPORT 2011
B.1.13. Identify, in aggregate terms, any indemnity or “golden parachute” clauses that exist for members of the senior management (including Executive directors) of the Company or of its group in the event of dismissal or changes in control. Indicate whether these agreements must be reported to and/or authorised by the governing bodies of the Company or its group.
Number of beneficiaries 1
Board of Directors General Shareholders’ Meeting Body authorising clauses NO NO
Is the General Shareholders’ Meeting informed of such clauses? YES
B.1.14 Describe the procedures for establishing remuneration for Board members and the relevant provisions in the Bylaws.
Procedures for establishing Board members’ remuneration and relevant provisions in the Bylaws
Pursuant to article 43 of the Bylaws, Directors, in their capacity as members of the Board of Directors, are entitled to compensation from the Company comprising a fixed sum and social benefits (insurance, pension fund, etc.). The joint amount of these payments will be decided by the General Meeting. This payment, which may not exceed 2.5% of profit for the year attributable to equity holders of the Company as per the Group’s consolidated annual financial statements, is valid until amended by a new shareholder resolution. It is up to the Board of Directors to determine the exact amount to be paid within the abovementioned limit and the breakdown between its various members as a function of their roles on the Board and its various committees. If 2.5% of profit in a given year is less than the sum actually paid out, each director will be obliged to repay his/her share of the excess. Furthermore, directors fulfilling executive functions within the Company have the right to receive corresponding remuneration, comprising the following parts: (a) a fixed sum, in line with the services provided and duties assumed; (b) a variable payment benchmarked to some indicator of the director’s or Company’s performance; (c) social benefits, encompassing the opportune pension and insurance cover; and (d) termination benefits in the event of dismissal on grounds other than breach of duty by the director. It is up to the Board of Directors to determine the fixed components of executive pay and how this is calculated, to select the indicators determining performance-related pay (which may in no instance comprise a profit-sharing arrangement) and the social and termination benefits, albeit based on a prior report by the Appointments and Remuneration Committee. Affected Directors must abstain from attending and taking part in the corresponding deliberations. The Board shall ensure that compensation is consistent with market conditions and that it factors in the level of responsibility and commitment required of each director. The compensation so determined must be put before the Company’s shareholders for ratification each year. The Members of the Board of Directors may also be paid in Company shares, in stock options or other share-based payment schemes. Share-based payment arrangements must also be approved by the Company’s shareholders in general meeting. The pertinent shareholder resolutions must stipulate the number of shares to be granted, the exercise price of any stock options, the valuation of the shares used as a benchmark and the duration of any such payment scheme. The Company has the power to take out civil liability insurance for its Directors. The amount of compensation paid to External and Executive Directors (the latter in their capacity as Board members only) must be individually itemised in the annual financial statements. The compensation paid to Executive directors in their capacity as Company executives shall be disclosed on an aggregate basis, distinguishing between the various components or items. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 339
Indicate whether the Board has reserved for plenary approval the following decisions.
On the proposal of the Company’s Chief Executive, the appointment and removal of senior NO officers, and their compensation clauses. Directors’ remuneration, and, in the case of Executive directors, the additional remuneration YES for their executive functions and other contract conditions.
B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and specify the points included.
YES
The amount of the fixed components, itemised where necessary, of Board and Board committee YES attendance fees, with an estimate of the fixed annual payment they give rise to. Variable components YES The main characteristics of pension systems, including an estimate of their annual equivalent NO cost. The conditions that the contracts of Executive directors exercising executive functions shall NO respect.
B.1.16 Indicate whether the Board submits a report on the directors’ remuneration policy to the advisory vote of the General Shareholders’ Meeting, as a separate point on the agenda. Explain the points of the report regarding the remuneration policy as approved by the Board for forthcoming years, the most signifcant departures in those policies with respect to that applied during the year in question and a global summary of how the remuneration policy was applied during the year. Describe the role played by the Remuneration Committee and whether external consultancy services have been procured, including the identity of the external consultants.
YES
Issues covered in the remuneration policy report The Board submits a detailed report on its remuneration policy for senior management to a vote at the General Shareholders' Meeting which includes the various remuneration items based on a report by the Appointments and Remuneration Committee, as approved by the Board of Directors
Role of the Remunerations Committee Pursuant to article 16.7 of the Board of Directors' Regulations and article 49.3 of the Bylaws, and notwithstanding other tasks which might be assigned to it by the Board, the Appointments and Remuneration Committee will have the following basic responsibilities: a) to present to the Board the proposals for the appointment of directors so that it may directly appoint them (co-optation) or make them its own and submit them to the Shareholders’ Meeting; b) to propose the members of each Committee to the Board; c) to propose to the Board the remuneration system and the annual amount to be paid to SyV directors and senior management; d) to regularly review the remuneration schemes, assessing their suitability and performance; and e) to ensure remuneration is transparent. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 340 ANNUAL REPORT 2011
Have external consultancy firms been used?
Identity of external consultants B.1.17. List any Board members who are likewise members of the Boards of Directors, or executives or employees of companies that own signifcant holdings in the listed company and/or group companies.
Name or corporate name of significant Name or corporate name of director Post shareholder MANUEL MANRIQUE CECILIA CYMOFAG S.L. SOLE DIRECTOR DEMETRIO CARCELLER ARCE DISA CORPORACIÓN PETROLÍFERA, S.A. CHAIRMAN JOINT AND SEVERAL PRILOU, S.L. PRILOMI, S.L. DIRECTOR
List, if appropriate, any relevant relationships, other than those included under the previous heading, that link members of the Board of Directors with signifcant shareholders and/or their group companies.
B.1.18 Indicate whether any changes have been made to the Regulations of the Board of Directors during the year. NO
B.1.19. Indicate the procedures for appointing, re-electing, appraising and removing directors. List the competent bodies and the processes and criteria to be followed for each procedure.
Directors shall be appointed at the General Shareholders’ Meeting or by the Board, in accordance with the laws in force.
The proposed appointments submitted by the Board to the General Shareholders’ Meeting and the decisions regarding appointments adopted by the Board by virtue of its powers of co-option must be preceded by the relevant report from the Appointments and Remuneration Committee.
When the Board fails to follow the recommendations of the Appointments and Remuneration Committee, it must state its reasons for so doing and record them in the minutes.
The re-election proposals for Directors that the Board decides to submit to the General Shareholders’ Meeting are subject to a formal preparation process, which includes a report issued by the Appointments and Remuneration Committee.
The Board of Directors and Appointments and Remuneration Committee will ensure that the Directors selected are of recognised solvency, skill and experience.
Directors will hold their post for a maximum of fve years, and may be re-elected once or several times for the same tenure.
Directors appointed by co-option will remain in their posts until the date of the frst General Shareholders’ Meeting to which, where relevant, ratifcation of the appointment will be submitted. If the Board of Directors has reasonable grounds for believing that such a situation may jeopardise WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 341
the Company’s interests, Directors resigning from the Board or leaving the post for any other reason may not work for another entity with a corporate purpose similar to that of the Company for a period of two years. B.1.20. Indicate the cases in which directors must resign.
Directors will stand down or be removed from offce when the period for which they were appointed expires, when they tender their resignation to the Company or when the General Shareholders’ Meeting so decides, pursuant the powers conferred upon it by law and in the Company’s Bylaws.
Directors must tender their resignation before the Board of Directors and formalise it, if deemed appropriate, in the following cases: a) When they reach the age of 65, in the case of Executive directors, although they may, in the event, continue as Non-executive directors; b) When they leave the executive posts with which their appointment as director was associated; c) When they are involved in any of the cases of incompatibility or prohibition foreseen in the legislation; d) When they are seriously reprimanded by the Audit Committee for breach of any of their duties as director; and e) When their continued presence on the Board could jeopardise the Company’s interests or adversely affect its image and reputation or when the reasons for which they were appointed cease to exist (e.g. when Proprietary directors sell their interests in the Company).
B.1.21 Indicate whether the duties of Chief Executive offcer fall upon the Chairman of the Board of Directors. If so, describe the measures taken to limit the risk of powers being concentrated in a single person.
YES
Measures for limiting risk Sacyr Vallehermoso, S.A. has established an Executive Committee, consisting of four External directors and an Executive director who is the Chairman, which serves to limit the risk of powers being concentrated in a single person. Pursuant to article 14 of the Board Regulations, the Executive Committee has been delegated all the Board's powers, except those that legally or according to the Bylaws cannot be delegated or cannot be delegated by virtue of the Regulations. In those cases where, in the opinion of the Chairman or of three members of the Executive Committee, the importance of the matter makes it advisable, the agreements adopted by the Committee will be submitted for ratification to the plenary Board. Another such case is those matters that the Board has sent the Executive Committee to study before it takes the final decision on them. In any other cases, the agreements adopted by the Executive Committee will be valid and binding and subsequent ratification by the whole Board will not be necessary.
Indicate, and if necessary, explain whether rules have been established that enable any of the Independent directors to convene Board Meetings or include new items on the agenda, to coordinate WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 342 ANNUAL REPORT 2011
and voice the concerns of External directors and oversee the evaluation by the Board of Directors.
NO B.1.22. Are qualifed majorities, other than legal majorities, required for any type of decisions?
YES
Describe how resolutions are adopted by the Board of Directors and specify, at least, the minimum attendance quorum and the type of majority for adopting resolutions.
Description of resolution:
1. General. (article 18 of the Board regulations) 2. The permanent delegation of powers and the appointment of directors to whom the powers are delegated. (Board Regulation 11.1). 3. Amendment of Board Regulations. (Board Regulation 3.4). 4. Appointment of members of the Executive Committee. (Board Regulation 14.2)
Quorum % The Board is validly constituted when at least half of its members plus one are present or represented. 51% (Board Regulation 18.1) Type of majority % 1. Absolute majority. (Board Regulation 18.3) 2. Two thirds of the members of the Board of Directors (Board Regulation 11.1). 3. Two thirds of the Board members present or represented (Board Regulation 0 3.4). 4. Two thirds of the Board (Board Regulation 14.2).
B.1.23. Indicate whether there are any specifc requirements, apart from those relating to the directors, to be appointed Chairman.
NO
B.1.24. Indicate whether the Chairman has a casting vote:
YES
Matters on which there is a casting vote Pursuant to Articles 9.2 and 3 of the Regulations for the Board of Directors, the Chairman ordinarily has the power to call the meetings of the Board of Directors, draw up the agenda for the meetings and preside over them. However, when three directors request a meeting, the Chairman must call one and include the matters to be discussed on the agenda. In the event of an inconclusive vote, the Chairman has the casting vote. Furthermore, article 18.3 of the Board Regulations establishes that Board resolutions will be passed by an absolute majority of those present and represented except for those matters subject to higher quorums. If the vote is inconclusive, the Chairman will have the casting vote.
B.1.25 Indicate whether the Bylaws or the Regulations for the Board of Directors set any age limit for Directors: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 343
YES
Age limit for Chairman Age limit for CEO Age limit for Directors 65 65 65
B.1.26 . Indicate whether the Bylaws or the Regulations for the Board of Directors set a limited term of offce for Independent directors.
NO
Maximum number of years in office 0
B.1.27 If there are few or no female directors, explain the reasons and describe the initiatives adopted to remedy this situation.
Explanation of reasons and initiatives
In 2011, Victoria Vázquez Sacristán joined the Board in representation of the director NCG Banco, S.A. Sacyr Vallehermoso, S.A. hereby states that in 2011 its selection procedures for directors did not contain any implicit bias that would have prevented the appointment of women, in accordance with recommendation 15. Despite the particular difficulties faced by the economy as a whole, and the sector in which our Group operates in particular, SyV has continued, as in previous years, to promote and be committed to access to the labour market for women. We have done this by encouraging and developing work-life balance through measures such as flexible working hours, accumulation of lactation breaks in calendar days, childcare leave and shorter working hours. As a result, in the last year, 818 women joined the Sacyr Vallehermoso Group. In the same period, 33 women were promoted and 1,365 women received 35,624 hours of training. The principle of non-discrimination and respect for diversity is established as a key pillar in Sacyr Vallehermoso, S.A. and runs through all recruitment, promotion and training processes.
Indicate in particular whether the Appointments and Remuneration Committee has established procedures to ensure the selection processes are not subject to implicit bias that will make it diffcult to select female directors, and make a conscious effort to search for female candidates who have the required profle.
NO
Indicate the main procedures
B.1.28 Indicate whether there are any formal processes for granting proxies at Board meetings. If so, give brief details. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 344 ANNUAL REPORT 2011
Pursuant to articles 51.1 of the Bylaws and 18.1 of the Board of Directors’ Regulations, representation must be conferred in writing and for each meeting separately.
B.1.29. Indicate the number of Board Meetings held during the year. Also state how many times the Board has met without the Chairman’s attendance.
Number of Board meetings 17 Number of Board meetings held in the absence of its Chairman 0
Indicate how many meetings of the various Board committees were held during the year.
Number of meetings of the Executive or Delegated Committee 1 Number of meetings of the Audit and Compliance Committee 11 Number of meetings of the Appointments and Remuneration Committee 10 Number of meetings of the Appointments Committee 0 Number of meetings of the Remuneration Committee 0
B.1.30 Indicate the number of Board Meetings held during the fnancial year without the attendance of all members. Non-attendance also includes proxies granted without specifc instructions.
Number of non-attendances by directors during the year 1 % of non-attendances of the total votes cast during the year 0.346
B.1.31 Indicate whether the individual and consolidated fnancial statements submitted for approval by the Board are certifed previously.
YES
Indicate, if applicable, the person(s) who certifed the Company’s individual and consolidated fnancial statements for preparation by the Board.
Name Post MANUEL MANRIQUE CECILIA CHAIRMAN & CEO JOSE CARLOS OTERO FERNÁNDEZ GENERAL MANAGER ADMINISTRATION AND OPERATIONS
B.1.32. Explain the mechanisms, if any, established by the Board of Directors to prevent the individual and consolidated fnancial statements it prepares from being presented to the General Shareholders’ Meeting with a qualifed Audit Report.
Pursuant to article 59 of the Bylaws and article 46 of the Board of Directors’ Regulations, the Board of Directors seeks to prepare the fnancial statements way that there is no room for a qualifed opinion from the auditor. However, when the Board believes it must keep to its criterion, it will publicly explain the contents and scope of the discrepancy. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 345
In order to avoid qualifed opinion in the audit report, the responsibilities of the Audit Committee, as established in article 48.3 of the Bylaws, are as follows: - Reporting to the General Meeting on matters raised by shareholders on issues within the remit of the Committee.
- Proposing the appointment of the statutory auditor, in keeping with applicable law, to the Board of Directors, for submission to the General Meeting.
- Tracking the effectiveness of the Company’s internal control, internal audit and risk management systems, and discussing with the auditor any signifcant weaknesses which may have been discovered in the internal control system during the audit.
- Monitoring the preparation and presentation of regulated fnancial information.
- Liaising with the statutory auditor to receive information on any issues which could jeopardise its independence and any other issues relating to the performance of the audit, and generally receiving information and complying with the guidelines on information and communication flows provided for in prevailing auditing legislation and accounting standards. The Audit Committee must receive annual written confrmation from the auditor of their independence from the Company and any companies linked directly or indirectly to the Company, and of the information provided by these to such bodies concerning any other services provided to these frms by the aforementioned auditor, or by persons or entities linked to the auditor, pursuant to prevailing regulations on audit reporting.
- It is also responsible for issuing a report containing an opinion on the auditor’s independence on an annual basis, prior to issue of the audit report on the fnancial statements. This report must address the provision of additional services discussed in the preceding point.
- Reporting on transactions involving SyV directors that entail or could entail conflicts of interest whenever deemed necessary by the Executive Committee.
Finally, article 45.4 of the Board Regulations states that the Board of Directors, on the basis of the certifed accounts and the reports from the Audit Committee and, where relevant, after consultation with the external auditor, with all the necessary information at its disposal, will draw up the annual fnancial statements and the management report clearly and precisely so that they can easily be understood.
B.1.33. Is the Secretary of the Board also a director?
NO
B.1.34 Explain the procedures for appointing and removing the Secretary of the Board, indicating whether his/her appointment and removal have been notifed by the Appointments Committee and approved by the Board in plenary session. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 346 ANNUAL REPORT 2011
Appointment and removal procedure Pursuant to Article 12 of the Regulations for the Board of Directors, the Board of Directors will appoint a Secretary, who does not necessarily have to be a director and who will assist the Chairman with his/her tasks and must provide for the smooth functioning of the Board, taking particular care to provide directors with the necessary advice and information, preserve the Company’s documentation, duly reflect the meetings in the minute books, and attest the agreements adopted by the Board.
Does the Appointments Committee propose appointments? YES Does the Appointments Committee advise on dismissals? YES Do appointments have to be approved by the Board in plenary session? YES Do dismissals have to be approved by the Board in plenary session? YES
Is the Secretary of the Board entrusted in particular with the function of overseeing corporate governance recommendations?
YES
Comments As the post of Secretary of the Board of Directors has been vacant since 8 November 2011, when the resignation of Vicente Benedito Francés was accepted, the Deputy Secretary of the Board, Gerardo Manso Martínez de Bedoya, is acting as Secretary of the Board until a new appointment is made.
B.1.35 Indicate and explain, where applicable, the mechanisms implemented by the Company to preserve the independence of the auditor, fnancial analysts, investment banks and rating agencies.
The Audit Committee requests written confrmation from the auditor of their independence from the Sacyr Vallehermoso Group and any companies linked directly and indirectly to the Company, and of the information provided by these to such bodies. This information is reviewed by the Audit Committee which requests specifc analysis work from the Internal Audit Department in order to issue a report on the independence of the auditor of the Sacyr Vallehermoso Group.
Notwithstanding other tasks assigned by the Board, Article 48.3 e) of the Bylaws states that the Audit Committee’s basic duties include liaising with the statutory auditor to receive information on any issues which could jeopardise its independence and any other issues relating to the performance of the audit, and generally receiving information and complying with the guidelines on information and communication flows provided for in prevailing auditing legislation and accounting standards. In any event, the Audit Committee must receive annual written confrmation from the auditor of their independence from the Company and any companies linked directly or indirectly to the Company, and of the information provided by these to such bodies concerning any other services provided to these frms by the aforementioned auditor, or by persons or entities linked to the auditor, pursuant to prevailing regulations on audit reporting.
It is also responsible for issuing a report containing an opinion on the auditor’s independence on WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 347
an annual basis, prior to issue of the audit report on the fnancial statements. This report must address the provision of additional services discussed in the preceding point.
Furthermore, Article 46.2 of the Regulations for the Board of Directors stipulates that the Board of Directors will oversee the independence of the Auditors and will abstain from hiring auditing frms whose fees for auditing and non-auditing services would represent an unduly high percentage of the total of the annual income of the Auditor, based on the average for the last fve years.
The Audit Committee should authorise the contracts between the Company and the Auditor of Accounts which are outside the remit of the Audit itself. The aforementioned authorisation shall not be granted if the Audit Committee considers that the mentioned contracts might reasonably compromise the auditor’s independence in the performance of the audit. (article 60.3 of the Bylaws)
B.1.36 Indicate whether the Company has changed its external audit frm during the year. If so, identify the incoming audit frm and the outgoing auditor.
NO
Outgoing auditor Incoming auditor
Explain any disagreements with the outgoing auditor and the reasons for the same. NO
B.1.37 Indicate whether the audit frm performs other non-audit work for the Company and/or its group. If so, state the amount of fees received for such work and the percentage they represent of the fees billed to the Company and/or its group.
YES
Company Group Total Amount of other non-audit work (in thousands of Euros) 34 416 450 Amount of other non-audit work as a % of the total amount billed by the audit firm 24.090 27.970 27.630
B.1.38 Indicate whether the audit report on the previous year’s fnancial statements is qualifed or includes reservations. Indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of those reservations or qualifcations.
NO WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 348 ANNUAL REPORT 2011
B.1.39 Indicate the number of consecutive years during which the current audit frm has been auditing the fnancial statements of the Company and/or its group. Likewise, indicate how many years the current auditing frm has been auditing the fnancial statements as a percentage of the total number of years over which the annual fnancial statements have been audited.
Company Group Number of consecutive years 9 9
Company Group Number of years audited by current audit firm/Number of years the 38.9 38.9 Company’s financial statements have been audited (%)
B.1.40 List any equity holdings of the members of the Company’s Board of Directors in other companies with the same, similar or complementary types of activity to that which constitutes the corporate purpose of the Company and/or its group, and which have been reported to the Company. Likewise, list the posts or duties they hold in such companies.
Corporate name of the company in Name or corporate name of director % stake Post or duties question TELBASA CONSTRUCCIONES E MANUEL MANRIQUE CECILIA 100.000 SOLE DIRECTOR INVERSIONES, S.L. DEMETRIO CARCELLER ARCE SYOCSA-INARSA 0.000 CHAIRMAN NUEVA COMPAÑIA DE INVERSIONES, S.A. MIRALVER, SPI, S.L. 100.000 DIRECTOR NUEVA COMPAÑIA DE INVERSIONES, S.A. SABA INFRAESTRUCTURAS, S.A. 19.650 DEPUTY CHAIRMAN PROMOCIONES INMOBILIARIAS NUEVA COMPAÑIA DE INVERSIONES, S.A. 50.000 JOINT DIRECTOR MOLINAR, S.A. AUSTRAL, B.V. SABA INFRAESTRUCTURAS, S.A. 19.650 DEPUTY CHAIRMAN AUSTRAL, B.V. MIRALVER, SPI, S.L. 100.000 DIRECTOR PROMOCIONES INMOBILIARIAS AUSTRAL, B.V. 50.000 JOINT DIRECTOR MOLINAR, S.A. CXG CORPORACION NOVACAIXAGALICIA, S.A. LAZORA, S.A. 2.039 - CXG CORPORACION NOVACAIXAGALICIA, S.A. QUABIT INMOBILIARIA, S.A. 4.080 - CXG CORPORACION NOVACAIXAGALICIA, S.A. PARQUE LA SALOSA, S.L. 50.000 - DESARROLLOS TERRITORIALES CXG CORPORACION NOVACAIXAGALICIA, S.A. 25.000 - INMOBILIARIOS, S.A. CXG CORPORACION NOVACAIXAGALICIA, S.A. GPS DEL NOROESTE 3000, S.L. 50.000 - CXG CORPORACION NOVACAIXAGALICIA, S.A. ANDRES FAUS. S.A. 49.920 - CXG CORPORACION NOVACAIXAGALICIA, S.A. PROBOIN, S.L. 25.000 - CXG GRUPO INMOBILIARIO CXG CORPORACION NOVACAIXAGALICIA, S.A. 100.000 - CORPORACIÓN CAIXAGALICIA, S.L LANDIX OPERACIONES - CXG CORPORACIÓN NOVACAIXAGALICIA, S.A. 50,000 URBANÍSTICAS, S.L. - CXG CORPORACION NOVACAIXAGALICIA, S.A. GALERAS ENTRERIOS, S.L. 100.000 - SOCIEDAD GESTORA DE PROMOCIONES CXG CORPORACION NOVACAIXAGALICIA, S.A. INMOBILIARIAS Y DESARROLLO 50.000 - EMPRESARIAL, S.L. CXG CORPORACION NOVACAIXAGALICIA, S.A. JOCAI XXI, S.L. 50.000 - CXG CORPORACION NOVACAIXAGALICIA, S.A. PALACIO DE AROZEGUIA, S.A. 50.000 - WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 349
DESARROLLOS INMOBILIARIOS CXG CORPORACION NOVACAIXAGALICIA, S.A. 33.000 - FUENTEAMARGA, S.L. CXG CORPORACION NOVACAIXAGALICIA, S.A. CODESURE 15, S.A. 7.410 - GRUPO SATOCAN, S.A. SATOCAN, S.A. 58.580 MANAGING DIRECTOR JAVIER ADROHER BIOSCA SYOCSA-INARSA 13.670 DIRECTOR NCG. BANCO, S.A. PROINOVA AMERICA, LLC 100.000 - LABORVANTAGE INVESTIMENTOS NCG. BANCO, S.A. 25.000 - INMOBILIARIOS E TURISTICOS, LDA DESARROLLOS TERRITORIALES NCG. BANCO, S.A. 25.000 - INMOBILIARIOS, S.A. DESARROLLOS INMOBILIARIOS ALBERO, NCG. BANCO, S.A. 50.000 - S.A. NCG. BANCO, S.A. INMOBILIARIA GALLEGA, S.A. 1.430 - SUELO INDUSTRIAL DE NCG. BANCO, S.A. 33.220 - GALICIA,S.A.(SIGALSA) NCG. BANCO, S.A. RESIDENCIAL MARINA ATLANTICA, S.A. 50.000 - NCG. BANCO, S.A. GRUPO INMOBILIARIO FERROCARIL, S.A. 20.000 - NCG. BANCO, S.A. LICASA I, S.A. 12.500 - NCG. BANCO, S.A. SU INMOBILIARIA UNIPESSOAL , LDA 100.000 - NCG. BANCO, S.A. T12 GESTIÓN INMOBILIARIA, S.A. 5.760 - NCG. BANCO, S.A. T 12 GESTIÓN INMOBILIARIA, S.A. 5,760 - NCG. BANCO, S.A. OBENQUE, S.A. 21.250 - NCG. BANCO, S.A. LAZORA, S.A. 6.100 - NCG. BANCO, S.A. MARTINSA FADESA, S.A. 1.000 - NCG. BANCO, S.A. COMTAC ESTRUC, S.L 31.500 - NCG. BANCO, S.A. GPS DEL NOROESTE 3000, S.L. 50.000 - NCG. BANCO, S.A. PARTICIPACIONES AGRUPADAS, S.R.L. 25.000 - NCG. BANCO, S.A. NUMZAAN, S.L 21.740 - NCG. BANCO, S.A. LAR DE PONTENOVA, S.L. 25.000 - NCG. BANCO, S.A. HERCESA INTERNACIONAL, S.L. 10.000 - NCG. BANCO, S.A. COPRONOVA, S.L. 72.000 - NCG. BANCO, S.A. RAMINOVA INVERSIONES, S.L. 50.000 - NCG. BANCO, S.A. HISPANO LUSA DE EDIFICACIONES, S.L. 100.000 - COMPLEJO RESIDENCIAL MARINA DEL NCG. BANCO, S.A. 50.000 - ATLANTICO, S.A. NCG DIVISIÓN GRUPO INMOBILIARIO, NCG. BANCO, S.A. 100.000 - S.L. VEHÍCULO DE TENENCIA Y GESTIÓN DE NCG. BANCO, S.A. 19.190 - ACTIVOS 9,S .L.
B.1.41 Indicate and give details of any procedures through which directors may receive external advice:
YES WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 350 ANNUAL REPORT 2011
Details of procedure Pursuant to article 18.2 of the Board Regulations, the Chairman shall organise the discussion according to the agenda, encouraging all Directors to participate and ensuring the Board is duly informed. To this end, he/she may invite, without the right to vote, Company executives and technical staff and the external experts he/she considers opportune. In accordance with article 25 of the Board of Directors' Regulations, in order to receive help in the exercise of their functions, External directors may request that legal, accounting, and financial advisers and other experts be hired at the Company’s expense. Such requests must necessarily be in relation to specific problems of some importance and complexity which may arise in the exercise of the director’s functions. Decisions to contract an expert must be communicated to the Chairman of the Board of Directors, and may be vetoed by the Board of Directors in the event that it finds: -that it is not necessary for the due performance of the functions of External directors; -that the cost of such advice is not reasonable in relation to the significance of the issue and the Company’s assets and revenues; or -that the technical advice required may be provided adequately by the Company’s own experts and technicians.
B.1.42 Indicate whether there are procedures for directors to receive the information they need in suffcient time to prepare for meetings of the governing bodies.
YES
Details of procedure The member of the Board is conferred the widest faculties to get information about any aspect concerning the Company, to examine its books, documents and other records of its social operations and to check all its facilities. The right to information is extended to the companies of the Group. In order not to disrupt the day-to-day management of the Company, exercise of this right to information is channelled through the Chairman or Secretary of the Board of Directors, who will deal with director's requests by providing them with the information; offering them the appropriate contact point in the organisation; or organising resources so that the required examination and investigation work can be performed on site. (Article 55 of the Bylaws). Meetings will be called by letter, fax, telegram or email and will be authorised with the signature of the Chairman or the Secretary or Vice-Secretary at the Chairman’s orders. At least three days' notice will be given of the meeting. Notification of the meeting will always include the agenda and will be accompanied by the relevant information duly summarised and prepared. (article 17.2 of the Board Regulations) The Board will draw up an annual programme of its ordinary meetings and will have a formal list of the matters to be dealt with. (article 17.4 of the Board Regulations) In performing their duties, Directors will work with the diligence of an orderly businessman, paying particular attention to being informed of and adequately preparing for the meetings of the Board and its consultative committees to which they may belong. (article 28.2 b) of the Board of Directors' Regulations).
B.1.43 Indicate and, where appropriate, give details of whether the Company has established rules obliging directors to inform the Board of any circumstances that might harm the organisation’s name or reputation, tendering their resignation as the case may be.
YES
Details of rules Pursuant to Article 23.2 of the Board Regulations and 54.2 of the Bylaws, Directors must put their post at the disposal of the Board and formalise, if deemed opportune, their resignation in the following cases: (c) when they are involved in any of the cases of incompatibility or prohibition foreseen in the legislation; (d) when they are seriously reprimanded by the Audit Committee for infringing their obligations as directors; and (e) when their continuation on the Board could put the Company’s interests at risk or negatively affect the credit and reputation of the Company or when the reasons for which they were appointed disappear (for example, when a Proprietary director sells her/his stake in the Company).
WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 351
B.1.44 Indicate whether any director has notifed the Company that he/she has been indicted or tried for any of the offences stated in article 124 of the Spanish Companies Act (LSA for its initials in Spanish).
NO
Indicate whether the Board of Directors has examined this matter. If so, provide a justifed explanation of the decision taken as to whether or not the director should continue to hold offce.
NO
Decision Explanation
B.2 Committees of the Board of Directors
B.2.1. Give details of all the committees of the Board of Directors and their members:
EXECUTIVE COMMITTEE
Name Post Type MANUEL MANRIQUE CECILIA CHAIRMAN EXECUTIVE AUSTRAL, B.V. MEMBER PROPRIETARY DEMETRIO CARCELLER ARCE MEMBER PROPRIETARY PARTICIPACIONES AGRUPADAS, S.R.L. MEMBER PROPRIETARY PRILOU, S.L. MEMBER PROPRIETARY
AUDIT COMMITTEE
Name Post Type GRUPO SATOCAN, S.A. CHAIRMAN PROPRIETARY AUSTRAL, B.V. MEMBER PROPRIETARY NCG. BANCO, S.A. MEMBER PROPRIETARY
APPOINTMENTS AND REMUNERATION COMMITTEE
Name Post Type MATIAS CORTES DOMINGUEZ CHAIRMAN INDEPENDENT CXG CORPORACION NOVACAIXAGALICIA, S.A. MEMBER PROPRIETARY DEMETRIO CARCELLER ARCE MEMBER PROPRIETARY GRUPO CORPORATIVO FUERTES, S.L. MEMBER PROPRIETARY PRILOU, S.L. MEMBER PROPRIETARY WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 352 ANNUAL REPORT 2011
B.2.2 Indicate whether the Audit Committee is responsible for the following.
To supervise the preparation process and monitor the integrity of financial information on the Company and, if applicable, the Group, and revising compliance with regulatory requirements, the YES adequate boundaries of the scope of consolidation and correct application of accounting principles. To regularly review internal control and risk management systems, so that major risks are YES correctly identified, managed and notified. To safeguard the independence and efficacy of the internal audit function; propose the selection, appointment, reappointment and removal of the head of internal audit; propose the department’s YES budget; receive regular report on its activities; and verify that senior management are acting on the findings and recommendations of its reports. To establish and supervise a mechanism whereby staff can report confidentially and, if necessary, anonymously any irregularities they detect in the course of their duties, in particular YES financial or accounting irregularities with potentially serious implications for the firm. To submit to the Board proposals for the selection, appointment, reappointment and removal of YES the external auditor and the engagement conditions thereof. To receive regular information from the external auditor on the progress and findings of the YES audit programme and check that senior management are acting on its recommendations. To ensure the independence of the external auditor. YES In the case of groups, the Committee should urge the group auditor to take on the auditing of all YES component companies.
B.2.3 Describe the organisational and operational rules and the responsibilities attributed to each of the Board committees.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
The Appointments and Remunerations Committee shall comprise a majority of External directors appointed due to their professional experience and knowledge.
The Appointments and Remuneration Committee will have a minimum of three and a maximum of fve directors. The Board will decide on the number and the appointments. The committee currently comprises fve External directors, the Chairman being an Independent director.
The members of the Appointments and Remuneration Committee shall be elected for a maximum term of three years, and may be re-elected for the same maximum term on one or more occasions.
The Board of Directors will appoint the Chairman of the Appointments and Remuneration
Committee from amongst the members of the Committee. The Appointments and Remuneration Committee will appoint a Secretary who does not necessarily have to be a director or a member of the Committee, in which case he/she will have no voting rights. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 353
The Appointments and Remuneration Committee will meet every time the Board or its Chairman requests the issue of a report or adoption of proposals and, in any event, whenever it is deemed opportune for the correct exercise of its duties. In any event, it will meet once a year to prepare the information on directors’ remuneration which the Board of Directors must approve.
In 2011, the Appointments and Remuneration Committee met on 10 occasions.
The Appointments and Remuneration Committee will meet when it is called by the Chairman, on her/his own initiative or in response to the request of three members of the Appointments and Remuneration or Executive Committees. Insofar as they are compatible with its nature, the rules for calling meetings of this Committee will be those established in the Bylaws and in the Regulations for calling meetings of the Board of Directors.
The Appointments and Remuneration Committee will be validly constituted when at least more than half of its members are present or represented. Discussions will be moderated by the Chairman. Agreements shall be adopted with the favourable vote of the majority of members present at the meeting and if the vote is inconclusive, the Chairman will have the casting vote. Unless otherwise stipulated, the Appointments and Remuneration Committee is empowered to make proposals and respond to consultations.
The Committee must consider the suggestions made to the Chairman by members of the Board, management and the Company’s shareholders.
Committee name
EXECUTIVE COMMITTEE
Brief description
The Executive Committee comprises the number of directors deemed opportune by the Board of Directors, subject to the requirements established in the Bylaws. At the end of 2011 the Committee had fve members.
The Chairman of the Board will be the Chairman of the Executive Committee and the Secretary of the Board will act as its secretary.
The Executive Committee will hold its ordinary meetings on a regular basis, in principle monthly. Extraordinary meetings will also be held, when the Chairman, who will call them, deems them necessary for the good governance of the Company. If the Chairman or at least three members of the Executive Committee deem it advisable, the resolutions adopted by the committee may be submitted to the Board in full for ratifcation. Executive Committee proposals are also referred back to the Board in full when the Board has asked the Committee to analyse a specifc matter, reserving the right to make the fnal decision.
In all other instances, the resolutions adopted by the Executive Committee are considered valid and binding and do not need to be later ratifed by the Board. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 354 ANNUAL REPORT 2011
The Executive Committee must inform the Board of the matters discussed and the decisions taken at its meetings.
Committee name
AUDIT COMMITTEE
Brief description
At least the majority of Audit Committee members shall be Non-executive directors of the Board of Directors. At least one of the members must be an Independent director and appointed with regard to his/her knowledge and background in accounting, auditing or both.
The Audit Committee comprises at least three and no more than fve directors, appointed by the Board of Directors. It currently comprises three non-Executive Directors.
The Chairman of the Audit Committee shall be appointed from the Non-executive directors and must be substituted every four years, with scope for re-election one year after the original term of offce. The Audit Committee must appoint a Secretary, who need not be a member of the Committee.
The quorum for an Audit Committee meeting is attendance in person or by valid proxy of at least half of its members. Resolutions will be carried by the majority vote of members in attendance. In the event of a tie, the Chairman has the casting vote. Unless otherwise stipulated, the Audit Committee is empowered to make proposals and respond to consultations.
Members of the Audit Committee will be elected for a maximum of three years, and may be re- elected once or several times for the same maximum period.
The Audit Committee shall meet at least once a quarter or as often as is deemed necessary.
Meetings must be called by the Chairman either on his/her own initiative or at the request of three members of the Executive Committee. The Audit Committee met on 11 occasions in 2011.
Any member of the Company’s management team or personnel, if so required, must attend the Committee’s meetings and collaborate and provide access to the information they have. The external auditors may also be asked to attend meetings. To better fulfl its functions the Committee may receive external advice.
B.2.4 Identify any advisory or consulting powers and, where applicable, the powers delegated to each of the committees.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 355
Brief description
The Appointments and Remuneration Committee is tasked with at least the following duties: a) To present to the Board the proposals for the appointment of directors so that it may directly appoint them (co-optation) or make them its own and submit them to the Shareholders’ Meeting; b) To propose the members of each Committee to the Board. c) To propose to the Board the remuneration system and the annual amount to be paid to SyV directors and members of the Management Committee. d) To regularly review the remuneration programmes, assessing their suitability and performance. e) To ensure remuneration is transparent.
Committee name
EXECUTIVE COMMITTEE
Brief description
The Executive Committee is delegated all powers by the Board, except those that legally or according to the Bylaws cannot be delegated or cannot be delegated by virtue of these Regulations: The powers reserved for itself by the Board are: a) Approving the Company’s general strategies; b) Appointing, remunerating and removing as necessary the members of the Management Committee; c) Approving the treasury share policy; d) Supervising the monitoring and evaluation of management performance; e) Supervising the identifcation of the Company’s main risks and implementing and monitoring appropriate internal control and information systems; f) Supervising disclosure and communication policies vis-à-vis shareholders, the markets and the general public; g) Approving transactions entailing the disposal and acquisition of signifcant Company assets and large scale corporate transactions; h) Managing potential conflicts of interest, direct or otherwise, between directors and the Company’s interest, in accordance with the Law. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 356 ANNUAL REPORT 2011
Committee name
AUDIT COMMITTEE Brief description
The Audit Committee is tasked with at least the following duties:
a) Reporting to the General Meeting on matters raised by shareholders on issues within the remit of the Committee.
b) Proposing the appointment of the statutory auditor, in keeping with applicable law, to the Board of Directors, for submission to the General Meeting.
c) Tracking the effectiveness of the Company’s internal control, internal audit and risk management systems, and discussing with the auditor any signifcant weaknesses which may have been discovered in the internal control system during the audit.
d) Monitoring the preparation and presentation of regulated fnancial information.
e) Liaising with the statutory auditor to receive information on any issues which could jeopardise its independence and any other issues relating to the performance of the audit, and generally receiving information and complying with the guidelines on information and communication flows provided for in prevailing auditing legislation and accounting standards; In any event, the Audit Committee must receive annual written confrmation from the auditor of their independence from the Company and any companies linked directly or indirectly to the Company, and of the information provided by these to such bodies concerning any other services provided to these frms by the aforementioned auditor, or by persons or entities linked to the auditor, pursuant to prevailing regulations on audit reporting.
f) It is also responsible for issuing a report containing an opinion on the auditor’s independence on an annual basis, prior to issue of the audit report on the fnancial statements. This report must address the provision of additional services discussed in the preceding point.
g) Reporting on transactions involving SyV directors that entail or could entail conflicts of interest whenever deemed necessary by the Executive Committee.
h) Any other duties attributed to it by virtue of these Bylaws or the Board Regulations.
B.2.5 Indicate, as appropriate, whether there are any regulations governing the Board committees. Also indicate whether an annual report on the activities of each Committee has been prepared voluntarily.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 357
Brief description
Article 16 of the Regulations for the Board of Directors implements the Committee’s powers and functioning. Its text is available on the Company’s website, where there is also a section called “Shareholder and Investor Information” and a sub-section called “Corporate Governance”. Under the “Corporate Governance” section is the list of the various delegated committees and all relevant information and regulations.
We would note that the Committee has voluntarily prepared an annual report on its activities.
Committee name
EXECUTIVE COMMITTEE
Brief description
Article 14.4 of the Regulations for the Board of Directors implements the Committee’s powers and functioning. Its text is available on the Company’s website, where there is also a section called “Shareholder and Investor Information” and a sub-section called “Corporate Governance”. Under the “Corporate Governance” section is the list of the various delegated committees and all relevant information and regulations.
Committee name
AUDIT COMMITTEE
Brief description
Article 15 of the Regulations for the Board of Directors implements the Committee’s powers and functioning. Its text is available on the Company’s website, where there is also a section called “Shareholder and Investor Information” and a sub-section called “Corporate Governance”. Under the “Corporate Governance” section is the list of the various delegated committees and all relevant information and regulations.
We would note that the Committee has voluntarily prepared an annual report on its activities. B.2.6. Indicate whether the composition of the Executive Committee reflects the participation within the Board of the different types of Directors.
NO
If the answer is no, explain the composition of the Executive Committee. The Executive Committee comprises five members, one of whom is Executive and four External Proprietary members WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 358 ANNUAL REPORT 2011
C – RELATED-PARTY TRANSACTIONS
C.1 Indicate whether the Board plenary sessions have reserved the right to approve, based on a favourable report from the Audit Committee or any other committee responsible for this task, transactions which the Company carries out with directors, signifcant shareholders or representatives on the Board, or related parties.
NO
C.2 List any relevant transactions entailing a transfer of assets or liabilities between the Company or its group companies, and the signifcant shareholders in the Company.
C.3. List any relevant transactions entailing a transfer of assets or liabilities between the Company or its group companies and the Company’s managers or directors.
C.4 List any relevant transactions undertaken by the Company with other companies in its group that are not eliminated in the process of drawing up the consolidated fnancial statements and whose subject matter and terms set them apart from the Company’s ordinary trading activities.
C.5 Identify, where appropriate, any conflicts of interest affecting company directors pursuant to article 127 of the LSA
NO
C.6 List the mechanisms established to detect, determine and resolve any possible conflicts of interest between the company and/or its group, and its Directors, management or signifcant shareholders.
Pursuant to article 38.3.h) of the Bylaws, the Board of Directors has direct responsibility for managing conflicts of interest, direct or otherwise, between directors and the Company, in accordance with section 229 of the Spanish Corporate Enterprises Act.
Pursuant to article 38.3.h) of the Bylaws, the Board of Directors has direct responsibility for managing conflicts of interest, direct or otherwise, between directors and the Company’s interest , in accordance with section 229 of the Spanish Corporate Enterprises Act.
Pursuant to article 32 of the Board of Directors’ Regulations, Directors must notify the Board of Directors of any conflict of interest, either direct or indirect, which they have with the Company. In the event of conflict, the director affected shall restrain from participating and voting in the deliberations over the operations of the referred conflict. In any event, the conflict of interest of the Company directors will be included in the Annual Corporate Governance Report.
Furthermore, the basic responsibilities of the Audit Committee include offering information concerning transactions with SyV directors which imply or may imply conflicts of interests whenever the Executive Commission considers it necessary. (article 15.7.k) of the Board Regulations) WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 359
The Board of Directors Regulations shall set out the specifc obligations and commitments of directors, in respect of confdentiality, non-competition, and loyalty, with particular attention to situations of conflict of interest, and shall establish the appropriate procedures and guarantees to authorise or permit certain situations in accordance with section 227 and subsequent sections of the Corporate Enterprises Act. (article 56.4 of the Bylaws)
Finally, with regard to representation of shareholders at the General Meeting, article 27 of the Bylaws establishes that in the event that directors or another person has applied publically for representation, those who obtain such rights cannot exercise the right to vote corresponding to the shares represented in those points on the agenda where he/she has a conflict of interests.
In this regard, Article 43.3 of the Board Regulations states that public applications for the delegation of votes made by the Board or by any of its members must justify in detail the way the representative will vote in the event that the shareholder does not leave instructions, and, when relevant, reveal the existence of conflicts of interest.
C.7 Is more than one group company listed in Spain?
YES
Identify the listed subsidiaries in Spain:
Listed subsidiary TESTA INMUEBLES EN RENTA, S.A
Indicate whether the type of activity they engage in, any business dealings between them, as well as between the subsidiary and other Group companies, have been publicly defned.
YES
Define the business dealings between the listed company and the parent company as well as between the subsidiary and other group companies The respective business areas between Group companies are publicly defined in the Company’s financial statements.
List the mechanisms established to resolve any conflicts of interest between the Company and/or other Group companies:
Mechanisms for resolving possible conflicts of interest WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 360 ANNUAL REPORT 2011
D - RISK CONTROL SYSTEMS
D.1 Give a general description of risk policy in the Company and/or its group, detailing and evaluating the risks covered by the system, together with evidence that the system is appropriate for the profle of each type of risk. With a broad international presence, the SyV Group carries out its activity in a number of sectors, socio-economic environments and regulatory frameworks. Accordingly, the Company is exposed to a variety of risks related to the businesses and sectors in which it operates. As a result, Risk Management has to be managed in each of the Group’s companies, adapting it to their particularities and those of their sector.
For SyV, the concept of Risk Management refers to the process of reasonably ensuring that risks that could affect the business are identifed, evaluated, and managed. Risks include anything that could impact the organisation, internally or externally, and prevent it from reaching its objectives. In this regard, Risk Management is directly related to the concept of Internal Control involving the Board of Directors, management and the rest of the organisation’s personnel to obtain a reasonable degree of security in obtaining the effciency and effectiveness of operations, reliability of fnancial information and compliance with legislation.
As established in the SyV risk control and management policy, the process begins with identifcation and evaluation of factors that could negatively affect fulflling SyV Group’s objectives. This requires adopting the necessary control measures to provide an effective response to these factors. This frst stage results in risk maps identifying and grouping the main strategic and operating risks into different categories (business environment, regulation, image and reputation, human resources, operations, fnancial, information for decision making, technology and IT systems, and corporate governance), and an evaluation of the possible impact and probability that each risk will materialise.
After identifying the risks facing the Group, management’s knowledge of each risk is analysed, as are the suitability and effectiveness of decisions taken to mitigate the risk. Based on this information, management determines how to respond to these risks (how to avoid, reduce, share or accept them). In considering its response, management will evaluate its effect, the probability of it happening, the impact of the risk, and cost/beneft ratio of implementation.
These actions generate different control activities, each of which is adapted to the type of risk being managed. In addition, the Audit Committee provides independent supervision, supported by the Internal Audit Department.
The SyV Group considers those risks which might have a negative impact on the proftability of its activities, fnancial solvency, corporate reputation and the integrity of its employees as being particularly important.
The risk control and management policy at SyV Group is formally documented and presented each year to the Board of Directors for approval.
D.2 Indicate whether the Company or group has been exposed to different types of risk WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 361
(operational, technological, fnancial, legal, reputational, fscal…) during the year
YES
If so, indicate the circumstances and whether the established control systems worked adequately.
Risks occurring in the year
Liquidity and market risk
Circumstances responsible for this occurrence
-Continuance of the situation of reduced liquidity in various markets and in our Group which appeared in the previous year.
- The fnancial crisis has led to a general tightening of credit availability, higher collateral is being demanded and operating costs have increased.
- Following a signifcant reduction in real-estate business, the market did not recover in 2011, resulting in continuing low demand. This had a negative impact on our turnover and our margins in this business area.
Operation of control systems
The SyV Group’s control systems worked adequately to identify, quantify, evaluate and manage these risks. Due to the ability of our control systems to anticipate these risks, we were able to take decisions to eliminate, reduce or share the impacts of these risks across our different businesses.
Detailed information on the SyV Group’s risk policy can be found in the notes to the 2011 fnancial statements where we analyse the main risks to which our various business lines are exposed.
D.3 Indicate whether there is a committee or other governing body in charge of establishing and supervising these control systems.
YES
If so, please explain its duties.
Name of the committee or body
AUDIT COMMITTEE
Description of duties
- Monitoring the Internal Audit function. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 362 ANNUAL REPORT 2011
- Setting the scope for the external auditors, reviewing their report and conclusions.
- Monitoring compliance with the recommendations of internal and external auditors. - Supervision of Internal Control over Financial Reporting (ICFR).
- Checking compliance with internal standards and codes of conduct, etc.
- Reviewing systems in place to ensure they are being effciently managed.
- Checking compliance of plans and programmes, confrming that they are appropriate to their aims.
- Maintaining the organisation’s ethics, monitoring investigations of fraud cases, overseeing the SyV Conduct Hotline, etc.
- Informing the Board of Directors of the risk management and control policy as well as the regular monitoring of information and control systems.
- Reviewing and following up inspections by control bodies.
Name of the committee or body
BOARD OF DIRECTORS
Description of duties
- Overseeing and formally approving the “Risk Management and Control Policy”.
- Overseeing and formally approving the regular monitoring of information and control systems.
- The Board delegates responsibility for maintaining effective control systems to ensure good corporate governance to the Audit Committee.
Name of the committee or body
INTERNAL AUDIT FUNCTION
Description of duties
Reporting directly to the Chairman of the SyV Group and supervised by the Audit Committee, the Department is responsible for:
- Systematically evaluating the effciency of the processes for risk identifcation, control and management. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 363
- Analysing the suitability of controls and procedures in place, their coverage of risks and their suffcient compliance.
- Contributing to excellence in management and in information quality.
- Adding reliability and completeness to fnancial and operating information.
- Reviewing the effciency and effectiveness of Company operations.
- Reviewing the adequacy of asset protection.
- Checking compliance with laws and regulations in force.
- Analysing the ethics and values of the organisation through compliance with various codes of conduct and running the “Conduct Hotline” as members of the Code of Conduct Compliance Unit.
The performance of these duties and the meeting of objectives are laid out in the Annual Internal Audit Plan approved by the Audit Committee which details the duties necessary to guarantee compliance.
Name of the committee or body
CONTROL AND MANAGEMENT
Description of duties
The various business areas in the SyV Group have their own mechanisms or persons in charge of control and management to ensure that the objectives established by each business area or Company are met in accordance with their current strategic planning.
Name of the committee or body
CODE OF CONDUCT COMPLIANCE UNIT (OCCC)
Description of duties
This body consists of senior managers with powers to implement, apply and manage rules and internal procedures to assure detection of possible breaches of the Code of Conduct. It has further powers to establish a system of internal sanctions. This body also manages the ‘Conduct Hotline’
D.4 Identify and describe the processes for compliance with the regulations applicable to the Company and/or its group.
The “Regulation” chapter of the SyV Group’s risk map, as well as the individual risk maps for each business line, classifes the different risks related to legislation dealing with fscal, legal, WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 364 ANNUAL REPORT 2011
environmental, money laundering prevention, and labour issues, among others. Risks of failure to comply are listed according to the probability that they will materialise and the impact they would have on the Company. Compliance with the various laws is based on procedures that are regularly tested by the Internal Audit Department.
The effect these risks can have on SyV stem from the great diversity of legal codes that impact the Group as a result of the diversity of its businesses and the geographic diversity in which the Group conducts its activities. Consequently, the Group is conducting a major update of the legislation applied to all its activities in all the geographical regions where it operates.
The SyV Group’s Code of Conduct demonstrates our frm commitment to regulatory compliance; furthermore, the Group’s Code of Conduct Compliance Unit (OCCC) is responsible for monitoring strict compliance with the new Penal Code.
The Internal Audit and Legal Departments and the Code of Conduct Compliance Unit (OCCC) are responsible for monitoring compliance with applicable regulations.
E - GENERAL SHAREHOLDERS’ MEETINGS
E.1 Indicate the quorum required for constitution of the General Shareholders’ Meeting established in the Company’s bylaws. Describe how it differs from the system of minimum quorums established in the LSA.
NO
Quorum % other than that Quorum % other than that established established in article 102 of the LSA in article 103 of the LSA for the for general cases special cases described in article 103 Quorum required for first call 0 0 Quorum required for second call 0 0
E.2 Indicate and, as applicable, describe any differences between the Company’s system of adopting corporate resolutions and the framework set forth in the LSA.
NO
Describe how they differ from the rules established under the LSA.
E.3 List all shareholders’ rights regarding the General Shareholders’ Meetings other than those established under the LSA.
Sacyr Vallehermoso shareholders have the rights established under the Spanish Corporate Enterprises Act. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 365
Article 7 of the Bylaws states that shares grant their legitimate holders the status of shareholders in the Company, giving them the individual and minority rights established under the law and Bylaws. In particular, this includes rights to: participate in the distribution of profts and in equity in the event of liquidation; preferential subscription rights for new shares and convertible bonds; attend and vote at General Meetings; challenge company resolutions; and to information and review. The scope of shareholder rights is determined by law and the Bylaws.
Shareholders shall exercise their rights with regard to the Company with loyalty and in accordance with the requirements of good faith.
E.4 Indicate the measures, if any, adopted to encourage shareholder participation at General Shareholders’ Meetings.
Amongst others, General Meetings must be convened by means of a call notice published in the Offcial Journal of the Register of Companies and on the Company’s website at least one month prior to the meeting date, unless the law requires a longer notice period. The call notice published on the Company’s website must be accessible to visitors to the site at least until the date of the General Shareholders’ Meeting. The notice must also be submitted to the National Securities Market Commission as a signifcant event. The Board of Directors may also publish notices in other media at its discretion in order to generate more publicity for the call to meeting.
The call to meeting must contain, among other details, information on the following: the location, date and time of the meeting’s frst call and, where appropriate, second call - a period of at least 24 hours must elapse between the frst and second call times; the meeting’s agenda, drafted clearly and concisely, which must outline all matters to be addressed during the event; the eligibility requirements to attend the Meeting and details of how attendees may prove their eligibility before the Company; where admissible, guidance on the permitted mechanisms of proxy or remote voting using written or electronic means; the right of any shareholder entitled to attend the general meeting to be represented by another person even if this person is not a shareholder, and the requirements and procedures necessary to exercise said right.
Without prejudice to the provisions of the General Shareholders’ Meeting Regulations and applicable law, from the date of publication of the call notice, the Company shall include the following on its website:
- The full text of the call notice.
- The text of all proposed resolutions prepared by the Board of Directors in relation to items on the Agenda.
- The documents and information that must by Law be made available to shareholders relating to items on the agenda from the date of the call notice.
- Information on documents to be used for proxy voting.
- A description of the permitted mechanisms of proxy or remote voting using written or electronic means that may be used. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 366 ANNUAL REPORT 2011
- Information, as relevant, on systems and procedures to facilitate following the General Meeting, such as simultaneous translation services, audiovisual broadcasting, information in other languages, etc.
- Information on communication channels with the Investor Relations Department to access information and make suggestions and proposals, in accordance with applicable regulations.
- Information on the location of the General Meeting, providing information on access. With regard to the right to information prior to the General Meeting, from the date of publication of the call notice until the seventh day before the Meeting at frst call, inclusive, shareholders may request from the Board of Directors such information or clarifcations, and may ask such questions as they deem necessary relating to items on the Agenda. Shareholders may also, in the same form and timeframe, request information or clarifcations, and may ask such questions as they deem necessary relating to publically available information fled by the Company with the CNMV since the previous General Meeting.
With regard to the right to information during the General Meeting, shareholders may during the round of speeches verbally request such reports and clarifcations as they deem necessary relating to items on the Agenda. Shareholders entitled to attend shall be allowed to appoint another person as their proxy, even if the appointed person is not a shareholder, in accordance with the Bylaws and the Regulations for the General Shareholders’ Meeting. Without prejudice to current legislation, proxy representation must be granted specifcally for each General Shareholders’ Meeting in writing or electronically.
SyV also has a shareholder relations offce to answer any questions shareholders may have regarding the Meeting.
Pursuant to Section 528.2.2 of the Spanish Corporate Enterprises Act, in order to facilitate communication between the Company’s shareholders from the time of the call notice until the Meeting is held, the Company’s website provides an electronic shareholders’ forum to be used for the legal purpose and under the guarantees and terms of use established by the Company. This facility may be used by all shareholders and duly authorised groups of shareholders.
To this end, registered users can send communications for publication on the Forum exclusively as follows:
- Proposals intended as complementary to the agenda announced in the General Meeting call notice.
- Requests for support for these proposals.
- Initiatives to achieve a suffcient percentage to exercise the minority voting right established in Law and in the Company’s corporate governance system.
- Offers and requests for proxy representation.
The Board of Directors may enact and further develop the aforementioned rules, determining WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 367
the procedures, time periods and other conditions of operation of the Online Shareholder Forum (article 5.6 of the GSM Regulations).
E.5 Indicate whether the General Shareholders’ Meeting is presided by the Chairman of the Board of Directors. List measures, if any, adopted to guarantee the independence and correct operation of the General Shareholders’ Meeting.
YES
Details of measures The General Shareholders’ Meeting’s independence stems from the regulation of legal requirements and a series of shareholder rights that the Chairman cannot violate. The correct conduct of the meeting is guaranteed because, as the highest decision-making body of the Company, whose resolutions are binding on all shareholders, the Shareholders’ Meeting is regulated by the law and the Company Bylaws, as developed and complemented by the Regulations of the General Shareholders’ Meeting which set out the system for convening, preparing, providing information for, attendance, conduct and exercise of voting rights by shareholders (article 21 f the Company Bylaws). Furthermore, it has a wide-ranging system for providing information, including that which is disseminated via the Company’s website. In addition, shareholders have the right to speak in the General Shareholders’ Meeting, to request information and clarifications regarding the points on the agenda and to formulate proposals (article 16 of the GSM Regulations). Furthermore, article 12 of the Regulations for the General Shareholders' Meeting states that the Chairman is responsible in general for exercising all powers, including those relating to order and disciplining, to ensure the successful running of the Meeting.
E.6 Indicate the amendments, if any, made to the General Shareholders’ Meeting Regulations during the year.
Elimination of the Preamble and amendments to the following articles:
Article 3.- Functions of the Meeting.
Article 4.- Convening of the Meeting.
Article 5.- Announcement of the call to meeting.
Article 8.- Proxy voting.
Article 14.- Opening of the General Meeting.
Article 20.- Proposals.
Article 23.- Voting on proposals.
Article 24.- Adoption of resolutions and announcement of result.
E.7 Indicate the attendance fgures for the General Shareholders’ Meetings held during the year of this report. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 368 ANNUAL REPORT 2011
Attendance data Date of general % attending in % by proxy % remote voting Total meeting person Electronic means Other 19/05/11 9.874 79.450 0.000 0.000 89.324
E.8 Briefly indicate the resolutions adopted at the General Shareholders’ Meetings held during the year and the percentage of votes with which each resolution was adopted.
Item One on the Agenda: Approval of the fnancial statements and management report of Sacyr Vallehermoso, S.A., and the consolidated fnancial statements and management report of Sacyr Vallehermoso, S.A. and its subsidiaries for the year ended 31 December 2010.
The resolution was adopted with the following percentages:
Votes against: 0.01776% Abstentions: 0.00167% Votes in favour: 99.98057%
Item Two on the Agenda: Proposed distribution of earnings for 2010.
The resolution was adopted with the following percentages:
- Votes against: 0.00378% - Abstentions: 0.00167% - Votes in favour: 99.99455%
Item Three on the Agenda: Approval of the management exercised by the Board of Directors during 2010
The resolution was adopted with the following percentages:
- Votes against: 0.00289% - Abstentions: 0.00362% - Votes in favour: 99.99349%
Item four on the Agenda: Approval of the remuneration paid to the Executive Directors during 2010 – as governed by 43.2 of the Company Bylaws.
The resolution was adopted with the following percentages:
- Votes against: 0.20074% - Abstentions: 0.71846% - Votes in favour: 99.08080%
Item Five on the Agenda: Authorisation of a share buyback by the Company, directly or through Group companies. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 369
The resolution was adopted with the following percentages:
- Votes against: 0.03070% - Abstentions: 0.00167% - Votes in favour: 99.96763%
Item Six on the Agenda: Authorisation to Board of Directors, with the express right to further delegate these powers, for a maximum period of fve years, to increase the share capital by up to one half that existing at the authorisation date, pursuant to section 297.1.b) of the Spanish Corporate Enterprises Act, with delegation for the exclusion of the pre-emptive subscription right.
The resolution was adopted with the following percentages:
- Votes against: 0.14390% - Abstentions: 0.00195% - Votes in favour: 99.85415%
Item Seven on the Agenda: Authorisation to Board of Directors, with the express right to further delegate these powers, for a maximum period of fve years to issue securities (especially including debentures, bonds and warrants) exchangeable for or conferring the right to acquire shares outstanding in the Company or other companies, and/or exchangeable for or conferring the right to subscribe to newly issued shares in the Company and to guarantee any issues of these securities by Group companies. Establishment of the criteria for determining the conversion and/or exchange bases and methods and granting the Board of Directors the power to increase share capital as necessary and to exclude the pre-emptive subscription right from the issue of these securities.
The resolution was adopted with the following percentages:
- Votes against: 0.09867% - Abstentions: 0.00000% - Votes in favour: 99.90133%
Item Eight on the Agenda: Authorisation to the Board of Directors, with the express right to further delegate these powers, for a period of fve years to issue fxed-income securities (especially including debentures, bonds and promissory notes) and preferential shares, and to guarantee any issues of these securities by other Group companies.
The resolution was adopted with the following percentages:
- Votes against: 0.03942% - Abstentions: 0.00167% - Votes in favour: 99.95891%
Item Nine on the Agenda: Authorisation to the Board of Directors, with the express right to further delegate these powers, to apply for the listing or delisting of shares and any other marketable securities that have been issued or will be issued in the future for trading on offcial or unoffcial, organised or over-the-counter Spanish or foreign secondary markets, and authorisation to adopt WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 370 ANNUAL REPORT 2011
the resolutions required to ensure the outstanding shares or other securities of the Company or its Group remain listed.
The resolution was adopted with the following percentages:
- Votes against: 0.00395% - Abstentions: 0.00362% - Votes in favour: 99.99243%
Item Ten on the Agenda: Amendment of the Company Bylaws.
10.1. Amendment of Articles 1 (Company name), 10 (Capital calls), 11 (Capital increase), 13 (Waiving pre-emptive subscription rights), 14 (Capital reduction), 15 (Enforced redemption), 19 (Allocation of powers), 20 (Principles of operation), 23 (Convening Shareholders’ Meeting), 35 (Adoption of resolutions), 38 (Management and oversight powers), 42 (Qualitative composition of the Board), 56 (General obligations of Board members), 57 (Annual corporate governance report), 63 (Dissolution of the Company) and 66 (Unforeseen assets and liabilities), to replace references to the former Spanish Companies Act for references to the Law in general or to the Spanish Corporate Enterprises Act in particular; to adapt the Company Bylaws to the provisions set out in this Act; and to improve the wording of certain sections from a technical perspective.
The resolution was adopted with the following percentages:
- Votes against: 0.03720% - Abstentions: 0.00378% - Votes in favour: 99.95902%
10.2. Amendment of Article 2 (Corporate purpose) to include a new corporate purpose.
The resolution was adopted with the following percentages:
- Votes against: 0.00209% - Abstentions: 0.00005% - Votes in favour: 99.99786%
10.3. Amendment of Article 41 (Quantitative composition of the Board) to increase the maximum number of members from 18 to 19.
The resolution was adopted with the following percentages:
- Votes against: 12.86615% - Abstentions: 0.00197% - Votes in favour: 87.13188% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 371
10.4: Amendment of Article 47 (Board Committees) to include reference to the advisory committees.
The resolution was adopted with the following percentages:
- Votes against: 0.00228% - Abstentions: 0.00197% - Votes in favour: 99.99575%
10.5: Amendment of Articles 48 (Audit Committee), 59 (Preparation of annual accounts) and 60 (Verifcation of annual accounts) to bring them into line with the amendment made to Law 12/2010, of 30 June, which modifes inter alia, the Audit Law and the Securities Market Act, and to improve the wording of certain sections from a technical perspective.
The resolution was adopted with the following percentages:
- Votes against: 0.04093% - Abstentions: 0.00197% - Votes in favour: 99.95710%
Item Eleven on the Agenda.- Amendment of General Shareholders’ Meeting Regulations. Elimination of the Preamble and amendment of Articles 3 (Functions of the Meeting), 4 (Convening of the Meeting), 5 (Announcement of the Call to Meeting), 8 (Proxy voting), 14 (Opening of the General Meeting), 20 (Proposals), 23 (Voting on proposals) and 24 (Adoption of resolutions and announcement of result) to replace references to the former Spanish Companies Act with references to the Law or to the Spanish Corporate Enterprises Act; to adapt these regulations to the amendments to the Company Bylaws; and to improve the wording of certain sections from a technical perspective.
The resolution was adopted with the following percentages:
- Votes against: 0.00167% - Abstentions: 0.00005% - Votes in favour: 99.99828%
Item Twelve on the Agenda.- Nomination and, where applicable, ratifcation and re-election of Directors. Establishment of the number of Board members.
12.a) RIMEFOR NUEVO MILENIO, S.L.
The resolution was adopted with the following percentages:
- Votes against: 30.97716% - Abstentions: 1.31804% - Votes in favour: 67.70480% WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 372 ANNUAL REPORT 2011
12.b) BETA ASOCIADOS, S.L.
The resolution was adopted with the following percentages:
- Votes against: 2.32596% - Abstentions: 0.88297% - Votes in favour: 96.79107%
12.c) GRUPO CORPORATIVO FUERTES, S.L.
The resolution was adopted with the following percentages:
- Votes against: 2.32596% - Abstentions: 0.88297% - Votes in favour: 96.79107%
12.d) CYMOFAG, S.L.
The resolution was adopted with the following percentages:
- Votes against: 30.97716% - Abstentions: 1.30809% - Votes in favour: 67.71475%
12.e) JAVIER ADROHER BIOSCA.
The resolution was adopted with the following percentages:
- Votes against: 2.32596% - Abstentions: 0.88297% - Votes in favour: 96.79107%
Following the above resolutions, set at (19) the number of Board Members on the Company’s Board of Directors, within the minimum and maximum limits established by the Bylaws.
The resolution was adopted with the following percentages:
- Votes against: 30.97716% - Votes in favour: 67.70480%
Item 13 on the Agenda: Capital increase against reserves in the amount of €12,429,366, through the issuance of 12,429,366 shares, each with par value of 1 euro, and subsequent amendment to the Bylaws; request for admission to trading on offcial stock markets of the new shares to be issued, and delegation of powers in the Board of Directors, with the right to further delegate said powers. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 373
The resolution was adopted with the following percentages:
- Votes against: 1.86751% - Abstentions: 0.07550% - Votes in favour: 98.05699%
Item Fourteen on the Agenda: Authorisation to the Board to interpret, clarify, supplement, execute, and carry out the resolutions agreed by the Shareholders’ Meeting, and to delegate the powers conferred by the Shareholders’ Meeting, as well as grant powers of attorney for these agreements to be recorded in a notarised deed.
The resolution was adopted with the following percentages:
- Votes against: 0.00005% - Abstentions: 0.00000% - Votes in favour: 99.99995%
Item 15 on the Agenda: Advisory vote on the annual report of the Board of Directors on the Directors’ remuneration policy
The resolution was adopted with the following percentages:
- Votes against: 0.24830% - Abstentions: 0.00362% - Votes in favour: 99.74808%
E.9 Indicate whether the bylaws impose any minimum requirement on the number of shares required to attend the General Shareholders’ Meeting.
YES
Number of shares required to attend the General Shareholders’ Meeting 150
E.10 Indicate and explain the policies pursued by the Company with reference to proxy voting at the General Shareholders’ Meeting.
Pursuant to Article 27 of the Bylaws, any shareholder with right of attendance can be represented by another person even if this person is not a shareholder. The representation will be conferred especially for each meeting in writing or by electronic methods.
If the representation is obtained through public application, the document where it appears should contain or attach the agenda, the application forms concerning the right to vote and the indication about how the proxy will vote in case there are not specifc instructions subject, in this case, to what is established in the Law. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 374 ANNUAL REPORT 2011
In case there are no instructions because the matters are not included in the agenda, the proxy will vote in the most convenient way for his agent.
In the event that the directors or another person had applied publicly for their representation, those who obtain such rights cannot exercise the right to vote corresponding to the shares represented in those points of the agenda where he/she is in conflict of interests. Moreover, the right to vote is denied to the represented administrator in decisions concerning (i) his/her appointment, ratifcation, replacement, separation or dismissal as director, (ii) the use of the social act of responsibility directed towards him/her; and (iii) approval or ratifcation of corporate operations with the director concerned, companies controlled thereby or persons acting on account thereof.
The provisions of the previous paragraph do not apply if the director’s representative is his/ her spouse or ascendant or descendant. It will also not be applicable when the director’s representative possesses general powers of attorney conferred in public deeds with powers to administer the assets of their principal in the country’s territory.
When a proxy representation is conferred or communicated to the Company by correspondence, it is only considered valid if it is sent:
a) By post, sending to the Company the attendance card and proxy form completed and signed or through another written medium that, in the judgment of the Board of Directors authorised in a prior resolution to that effect, allows due verifcation of the identity of the shareholder assigning the proxy and the proxy being delegated, or
b) by e-mail to the Company, attaching the attendance card and delegation in electronic format and giving the details of the representation attributed and the identity of the person represented. This document will include the recognised electronic signature of the shareholder represented or some other type of identifcation which is considered valid by the Board, under a prior agreement adopted to this end, and gives adequate guarantees of authenticity and identifcation of the shareholder represented.
In order to be valid, the proxy conferred or notifed by any of the aforementioned methods of correspondence must be received by the Company before midnight on the third day prior to the planned date for the Meeting. The Board of Directors may establish shorter notice, announcing this on the website.
E.11 Indicate whether the Company is aware of the policy of institutional investors on whether or not to participate in the Company’s decision-making processes.
NO
E.12 Indicate the address and mode of accessing corporate governance content on your company’s website. www.gruposyv.com Shareholder and investor information/Corporate Governance/Annual corporate governance report. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 375
F - DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS
Indicate the degree of the Company’s compliance with Corporate Governance recommendations. Should the Company not comply with any of them, explain the recommendations, standards, practices or criteria the Company applies.
1. The Bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the Company by means of share purchases on the market. See sections: A.9, B.1.22, B.1.23, E.1 and E.2
Compliant
2. When a dominant and a subsidiary company are stock market listed, the two should provide detailed disclosure on: a) The type of activity they engage in, and any business dealings between them, as well as between the subsidiary and other group companies; b) The mechanisms in place to resolve possible conflicts of interest. See sections: C.4 and C.7
Explain
Regarding the subsidiary Testa Inmuebles en Renta, S.A., the respective business areas among Group companies are publicly defned in the Company’s fnancial statements. In practice, Directors should inform the Board of Directors of any conflict of interest, whether direct or indirect, that they might have with the Company. In the event of conflict, the director affected shall restrain from participating and voting in the deliberations over the operations of the referred conflict. In any event, the conflict of interest of the Company directors will be included in the Annual Corporate Governance Report.
3. Even when not expressly required under company law, any decisions involving a fundamental corporate change should be submitted to the General Shareholders’ Meeting for approval or ratifcation. In particular: a) The transformation of listed companies into holding companies through the process of subsidiarisation, i.e. reallocating core activities to subsidiaries that were previously carried out by the originating frm, even though the latter retains full control of the former; b) Any acquisition or disposal of key operating assets that would effectively alter the Company’s corporate purpose; c) Operations that effectively add up to the Company’s liquidation
Explain
Neither the Bylaws nor the Board of Director Regulations cover these issues. However, in the event that they arise, Sacyr Vallehermosoundertakes to submit them to the General Meeting for approval. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 376 ANNUAL REPORT 2011
4. Detailed proposals of the resolutions to be adopted at the General Shareholders’ Meeting, including the information stated in Recommendation 28, should be made available at the same time as the publication of the Meeting notice.
Compliant
5. Separate votes should be taken at the General Meeting on materially separate items, so shareholders can express their preferences in each case. This rule shall apply in particular to: a) The appointment or ratifcation of directors, with separate voting on each candidate; b) Amendments to the Bylaws, with votes taken on all articles or group of articles that are materially different. See section: E.8. Compliant
6. Companies should allow split votes, so fnancial intermediaries acting as nominees on behalf of different clients can issue their votes according to instructions. See section: E.4.
Compliant
7. The Board of Directors should perform its duties with unity of purpose and independent judgement, according all shareholders the same treatment. It should be guided at all times by the Company’s best interest and, as such, strive to maximise its value over time. It should likewise ensure that the Company abides by the laws and regulations in its dealings with stakeholders; fulfls its obligations and contracts in good faith; respects the customs and good practices of the sectors and territories where it does business; and upholds any additional social responsibility principles it has subscribed to voluntarily.
Compliant
8. The Board should see the core components of its mission as to approve the Company’s strategy and authorise the organisational resources to carry it forward, and to ensure that management meets the objectives set while pursuing the Company’s interests and corporate purpose. As such, the Board in full should reserve the right to approve: a) The Company’s general policies and strategies, and, in particular: i) The strategic or business plans, management targets and annual budgets; ii) Investment and fnancing policy; iii) Design of the structure of the corporate group; iv) Corporate governance policy; v) Corporate social responsibility policy; vi) Remuneration and evaluation of senior offcers; vii) Risk control and management, and the periodic monitoring of internal information and control systems WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 377
viii) Dividend policy, as well as the policies and limits applying to treasury stock; See sections: B.1.10, B.1.13, B.1.14 and D.3
b) The following decisions: i) On the proposal of the Company’s Chief Executive, the appointment and removal of senior offcers, and their compensation clauses. See section: B.1.14 ii) Directors’ remuneration, and, in the case of Executive directors, the additional remuneration for their executive functions and other contract conditions. See section: B.1.14 iii) The fnancial information that all listed companies must periodically disclose; iv) Investments or operations considered strategic by virtue of their amount or special characteristics, unless their approval corresponds to the General Shareholders’ Meeting; v) The creation or acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group. c) Transactions which the Company conducts with directors, signifcant shareholders, shareholders with Board representation or other persons related thereto (“related-party transactions”). However, Board authorisation need not be required for related-party transactions that simultaneously meet the following three conditions:
1. They are governed by standard form agreements applied on an across-the-board basis to a large number of clients; 2. They go through at market prices, generally set by the person supplying the goods or services; 3. Their amount is no more than 1% of the Company’s annual revenues. It is advisable that related-party transactions should only be approved on the basis of a favourable report from the Audit Committee or some other committee handling the same function; and that the directors involved should neither exercise nor delegate their votes, and should withdraw from the meeting room while the Board deliberates and votes. Ideally the above powers should not be delegated with the exception of those mentioned in b) and c), which may be delegated to the Executive Committee in urgent cases and later ratifed by the full Board. See sections: C.1 and C.6
Partially compliant
The Board of Directors is conferred authority over all aspects of the Company’s management, in addition to other powers detailed in this recommendation. However, it does not have the power to approve related-party transactions following the favourable report from the Audit Committee or any other party in charge of this duty.
9. In the interests of maximum effectiveness and participation, the Board of Directors should ideally comprise no fewer than fve and no more than ffteen members. See section: B.1.1
Explain WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 378 ANNUAL REPORT 2011
Under the Bylaws, the Board of Directors of Sacyr Vallehermoso, S.A. comprises a minimum of nine and a maximum of nineteen members. The number of Board members is determined by the General Meeting in order to ensure maximum effectiveness and participation, its size therefore does not comply with this recommendation.
10. External directors, Proprietary and Independent, should occupy an ample majority of Board places, while the number of Executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control. See sections: A.2, A.3, B.1.3 and B.1.14
Compliant
11. In the event that some External director can be deemed neither Proprietary nor Independent, the Company should disclose this circumstance and the links that person maintains with the Company or its senior offcers, or its shareholders. See section: B.1.3
Not applicable
12. That among External directors, the relation between Proprietary members and Independents should match the proportion between the capital represented on the Board by Proprietary directors and the remainder of the Company’s capital. This proportional criterion can be relaxed so the weight of Proprietary directors is greater than would strictly correspond to the total percentage of capital they represent: 1. In large cap companies where few or no equity stakes attain the legal threshold for signifcant shareholdings, despite the considerable sums actually invested. 2. In companies with a plurality of shareholders represented on the Board but not otherwise related. See sections: B.1.3, A.2 and A.3
Compliant
13. The number of Independent directors should represent at least one third of all Board members. See section: B.1.3
Explain
Sacyr Vallehermoso’s Board has only one Independent director, but there is a diversity of External Proprietary directors on the Board who represent the majority of the share capital which belongs to shareholders with no relation to one another. This diversity of Proprietary Directors allows them to act with complete independence of the Executive Directors and other Proprietary Directors, with the sole objective of defending the Company’s interests. As the Unifed Code states, this diversity WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 379
of Proprietary directors favours a culture of mutual oversight that benefts all shareholders. 14. The nature of each director should be explained to the General Meeting of Shareholders, which will make or ratify his or her appointment. Such determination should subsequently be confrmed or reviewed in each year’s Annual Corporate Governance Report, after verifcation by the Nomination Committee. The said Report should also disclose the reasons for the appointment of Proprietary Directors at the urging of shareholders controlling less than 5% of capital; and explain any rejection of a formal request for a Board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a Proprietary directorship. See sections: B.1.3 and B.1.4
Compliant
15. When women directors are few or non existent, the Board should state the reasons for this situation and the measures taken to correct it; in particular, the Nomination Committee should take steps to ensure that: a) The process of flling Board vacancies has no implicit bias against women candidates; b) The Company makes a conscious effort to include women with the target profle among the candidates for Board places. See sections: B.1.2, B.1.2.7 and B.2.3
Explain
In 2011, Victoria Vázquez Sacristán joined the Board in representation of the director NCG Banco, S.A. Sacyr Vallehermoso hereby states that the selection procedures for Directors in 2011 did not contain any implicit bias that would have prevented the appointment of women. Despite the particular diffculties faced by the economy as a whole, and the sector in which our Group operates in particular, SyV has continued, as in previous years, to promote and be committed to access to the labour market for women. We have done this by encouraging and developing work-life balance through measures such as flexible working hours, accumulation of lactation breaks in calendar days, childcare leave and shorter working hours. As a result, in the last year, 818 women joined the Sacyr Vallehermoso Group. In the same period, 33 women were promoted and 1,365 women received 35,624 hours of training. The principle of non-discrimination and respect for diversity is established as a key pillar in Sacyr Vallehermoso, S.A. and runs through all recruitment, promotion and training processes.
16. The Chairman, as the person responsible for the proper operation of the Board of Directors, should ensure that directors are supplied with suffcient information in advance of Board meetings, and work to procure a good level of debate and the active involvement of all members, safeguarding their rights to freely express and adopt positions; he or she should organise and coordinate regular evaluations of the Board and, where appropriate, the Company’s Chief Executive, along with the chairmen of the relevant Board committees. See section: B.1.42
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 380 ANNUAL REPORT 2011
17. When a company’s Chairman is also its Chief Executive, an Independent director should be empowered to request the calling of Board meetings or the inclusion of new business on the agenda; to coordinate and give voice to the concerns of External directors; and to lead the Board’s evaluation of the Chairman. See section: B.1.21
Explain
This recommendation aims to avoid concentration of power in one person. The Executive Committee of Sacyr Vallehermoso, S.A., consisting of four External directors and an Executive director who is the Chairman, serves to limit the risk of powers accumulating in a single person. Pursuant to article 14 of the Board Regulations, the Executive Committee has been delegated all the Board’s powers, except those that legally or according to the Bylaws cannot be delegated or cannot be delegated by virtue of the Regulations. In those cases where, in the opinion of the Chairman or of three members of the Executive Committee, the importance of the matter makes it advisable, the agreements adopted by the Committee will be submitted for ratifcation to the Board plenary session. Executive Committee proposals are also referred back to the Board plenary session when the Board has asked the Committee to analyse a specifc matter, reserving the right to make the fnal decision. In all other instances, the resolutions adopted by the Executive Committee are considered valid and binding and do not need to be later ratifed by the Board.
18. The Secretary should take care to ensure that the Board’s actions: a) Adhere to the spirit and letter of laws and their implementing regulations, including those issued by regulatory agencies; b) Comply with the Company Bylaws and the regulations of the General Shareholders’ Meeting , the Board of Directors and others; c) Are informed by those good governance recommendations of the Unifed Code that the Company has subscribed to. In order to safeguard the independence, impartiality and professionalism of the Secretary, his or her appointment and removal should be proposed by the Nomination Committee and approved by a full Board Meeting; the relevant appointment and removal procedures being spelled out in the Board’s regulations. See section: B.1.34
Compliant
19. The Board should meet with the necessary frequency to properly perform its functions, in accordance with a calendar and agendas set at the beginning of the year, to which each director may propose the addition of other items. See section: B.1.29
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 381
20. Director absences should be kept to the bare minimum and quantifed in the Annual Corporate Governance Report. When Directors have no choice but to delegate their vote, they should do so with instructions. See sections: B.1.28 and B.1.30
Compliant
21. When directors or the Secretary express concerns about some proposal or, in the case of directors, about the Company’s performance, and such concerns are not resolved at the meeting, the person expressing them can request that they be recorded in the minute book.
Compliant
22. The Board in full should evaluate the following points on a yearly basis: a) The quality and effciency of the Board’s operation; b) Starting from a report submitted by the Nomination Committee, how well the Chairman and Chief Executive have carried out their duties; c) The performance of its committees on the basis of the reports furnished by the same. See section: B.1.19
Compliant
23. All directors should be able to exercise their right to receive any additional information they require on matters within the Board’s competence. Unless the Bylaws or Board Regulations indicate otherwise, such requests should be addressed to the Chairman or Secretary. See section: B.1.42
Compliant
24. All Directors should be entitled to call on the Company for the advice and guidance they need to carry out their duties. The Company should provide suitable channels for the exercise of this right, extending in special circumstances to external assistance at the Company’s expense. See section: B.1.41
Compliant
25. Companies should organise induction programmes for new directors to acquaint them rapidly with the workings of the Company and its corporate governance rules. Directors should also be offered refresher programmes when circumstances so advise.
Explain WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 382 ANNUAL REPORT 2011
The information made available to the directors is adapted to each director’s duties and includes minutes, reports, and internal regulations of the Company. Furthermore, all of the Company’s senior management make themselves available to any new director to answer any questions.
26. Companies should require their directors to devote suffcient time and effort to perform their duties effectively, and, as such: a) Directors should apprise the Nomination Committee of any other professional obligations, in case they might detract from the necessary dedication; b) Companies should lay down rules about the number of directorships their Board members can hold. See sections: B.1.8, B.1.9 and B.1.17
Partially compliant
Sacyr Vallehermoso considers it inappropriate to limit the number of directorships of their Directors. Nor does it set any limits on the professional obligations of each of them. This is because the Directors of Sacyr Vallehermoso discharge their functions with the diligence of a conscientious businessman, and are thus obliged to continuously dedicate the time and effort required to address the issues faced by the Company’s management, ensure they have suffcient information for this task and put in the work and attendance that they consider appropriate as stated in Article 28 of the Board Regulations. This duty of loyalty obliges the Directors of Sacyr Vallehermoso to put the interests of the Company ahead of their own, and specifcally to fulfl the duties of diligence, loyalty and secrecy.
27. The proposal for the appointment or renewal of directors which the Board submits to the General Shareholders’ Meeting, as well as provisional appointments by the method of co-option, should be approved by the Board: a) On the proposal of the Nomination Committee, in the case of Independent directors. b) Subject to a report from the Nomination Committee in all other cases. See section: B.1.2
Compliant
28. Companies should post the following director particulars on their websites, and keep them permanently updated: c) Professional experience and background; d) Directorships held in other companies, listed or otherwise; e) An indication of the director’s classifcation as Executive, Proprietary or Independent. In the case of Proprietary directors, stating the shareholder they represent or have links with. f) The date of their frst and subsequent appointments as a company director; and g) Shares held in the Company and any options on the same.
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 383
29. Independent directors should not stay on as such for a continued period of more than 12 years. See section: B.1.2
Explain
This is complied with in practice: Sacyr Vallehermoso’s Independent director has not exceeded the 12 year period.
30. Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to Proprietary directors, the latter’s number should be reduced accordingly. See sections: A.2, A.3 and B.1.2
Compliant
31. The Board of Directors should not propose the removal of Independent directors before the expiry of their tenure as mandated by the Bylaws, except where just cause is found by the Board, based on a proposal from the Nomination Committee. In particular, just cause will be presumed when a director is in breach of his or her fduciary duties or comes under one of the disqualifying grounds enumerated in section III. 5 (Defnitions) of this Code. The removal of independents may also be proposed when a takeover bid, merger or similar corporate operation produces changes in the Company’s capital structure, in order to meet the proportionality criterion set out in Recommendation 12. See sections: B.1.2, B.1.5 and B.1.26
Compliant
32. Companies should establish rules obliging directors to inform the Board of any circumstance that might harm the organisation’s name or reputation, tendering their resignation as the case may be, with particular mention of any criminal charges brought against them and the progress of any subsequent trial. The moment a director is indicted or tried for any of the crimes stated in article 124 of the Public Limited Companies Act, the Board should examine the matter and, in view of the particular circumstances and potential harm to the Company’s name and reputation, decide whether he or she should be called on to resign. The Board should also disclose all such determinations in the Annual Corporate Governance Report. See sections: B.1.43 and B.1.44
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 384 ANNUAL REPORT 2011
33. All directors should express clear opposition when they feel a proposal submitted for the Board’s approval might damage the corporate interest. In particular, independents and other directors unaffected by the conflict of interest should challenge any decision that could go against the interests of shareholders lacking Board representation. When the Board makes material or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next Recommendation. The terms of this Recommendation should also apply to the Secretary of the Board, director or otherwise.
Partially compliant
External directors freely express their opinion regarding any proposed decision submitted to the Board that could damage the Company’s interests. However, there is no Bylaw-stipulated obligation to state the reason for their resignation in a letter.
34. Directors who give up their place before their tenure expires, through resignation or otherwise, should state their reasons in a letter to be sent to all members of the Board. Irrespective of whether such resignation is fled as a signifcant event, the motive for the same must be explained in the Annual Corporate Governance Report. See section: B.1.5
Partially compliant
At Sacyr Vallehermoso, S.A. director resignations are fled as a signifcant event and the reasons stated in this report.
35. The Company’s remuneration policy, as approved by its Board of Directors, should specify at least the following points: a) The amount of the fxed components, itemised where necessary, by Board and Board committee attendance fees, with an estimate of the fxed annual remuneration they give rise to. b) Variable components, in particular: i) The types of directors they apply to, with an explanation of the relative weight of variable to fxed remuneration items. ii) Performance evaluation criteria used to calculate entitlement to the award of shares or share options or any performance-related remuneration; iii) The main parameters and grounds for any system of annual bonuses or other non cash benefts; and iv) An estimate of the sum total of variable payments arising from the remuneration policy proposed, as a function of degree of compliance with pre-set targets or benchmarks. c) The main characteristics of pension systems (for example, supplementary pensions, life insurance and similar arrangements), with an estimate of their amount or annual equivalent cost. d) The conditions to apply to the contracts of Executive directors exercising senior management functions, among them: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 385
i) Duration; ii) Notice periods; and iii) Any other clauses covering hiring bonuses, as well as indemnities or “golden parachutes” in the event of early termination of the contractual relation between Company and Executive director. See section: B.1.15
Partially compliant
The Board of Directors approves a detailed remuneration policy that addresses all remuneration components and concepts, but it does not address the conditions that should apply to contracts for Executive directors exercising senior management duties.
36. Remuneration comprising the delivery of shares in the Company or other companies in the group, share options or other share-based instruments, payments linked to the Company’s performance or membership of pension schemes should be confned to Executive directors. The delivery of shares is excluded from this limitation when directors are obliged to retain them until the end of their tenure. See sections: A.3 and B.1.3
Explain
Not applicable. Sacyr Vallehermoso does not provide remuneration through delivery of shares.
37. External directors’ remuneration should suffciently compensate them for the dedication, abilities and responsibilities that the post entails, but should not be so high as to compromise their independence. Compliant
38. In the case of remuneration linked to company earnings, deductions should be computed for any qualifcations stated in the external auditor’s report.
Not applicable
39. In the case of variable awards, remuneration policies should include technical safeguards to ensure they reflect the professional performance of the benefciaries and not simply the general progress of the markets or the Company’s sector, atypical or exceptional transactions or circumstances of this kind.
Compliant
40. The Board should submit a report on the directors’ remuneration policy to the advisory vote of the General Shareholders’ Meeting, as a separate point on the agenda. This report can be WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 386 ANNUAL REPORT 2011
supplied to shareholders separately or in the manner each company sees ft. The report will focus on the remuneration policy the Board has approved for the current year, with reference, as the case may be, to the policy planned for future years. It will address all the points referred to in Recommendation 35, except those potentially entailing the disclosure of commercially sensitive information. It will also identify and explain the most signifcant changes in remuneration policy with respect to the previous year, with a global summary of how the policy was applied over the period in question. The role of the Remuneration Committee in designing the policy should be reported to the Meeting, along with the identity of any external advisors engaged. See section: B.1.16
Partially compliant
The Board of Directors submits a report on the directors’ remuneration policy to an advisory vote of the General Shareholders’ Meeting as a separate point on the agenda. The report addresses all the remuneration components and concepts indicated in Recommendation 35. It does not lay down mandatory conditions that must be met by the contracts of those exercising senior management functions as Executive directors.
41. The notes to the annual accounts should list individual directors’ remuneration in the year, including: a) A breakdown of the compensation obtained by each Company director, to include where appropriate: i). Participation and attendance fees and other fxed directors payments; ii). Additional compensation for acting as chairman or member of a Board committee; iii). Any payments made under proft-sharing or bonus schemes, and the reason for their accrual; iv). Contributions on the director’s behalf to defned-contribution pension plans, or any increase in the director’s vested rights in the case of contributions to defned-beneft schemes; v). Any severance packages agreed or paid; vi). Any compensation they receive as directors of other companies in the group; vii). The remuneration Executive directors receive in respect of their senior management posts; viii). Any kind of compensation other than those listed above, of whatever nature and provenance within the group, especially when it may be accounted a related-party transaction or when its omission would detract from a true and fair view of the total remuneration received by the director. b) An individual breakdown of deliveries to directors of shares, share options or other share-based instruments, itemised by: i) Number of shares or options awarded in the year, and the terms set for their execution; ii) Number of options exercised in the year, specifying the number of shares involved and the exercise price; iii) Number of options outstanding at the annual close, specifying their price, date and other exercise conditions; iv) Any change in the year in the exercise terms of previously awarded options. c) Information on the relation in the year between the remuneration obtained by Executive directors and the Company’s profts, or some other measure of enterprise results.
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 387
42. When the Company has an Executive Committee, the breakdown of its members by director category should be similar to that of the Board itself. The Secretary of the Board should also act as secretary to the Executive Committee. See sections: B.2.1 and B.2.6
Partially compliant
The composition of the Executive Committee reflects the share structure of the Executive and Proprietary directors on the Board, with four Independent Proprietary directors, which encourages a culture of mutual oversight that benefts all shareholders. The Chairman of the Executive Committee is the Chairman of the Board of Directors and its secretary is the Secretary of the Board. 43. The Board should be kept fully informed of the business transacted and decisions made by the Executive Committee. To this end, all Board members should receive a copy of the Committee’s minutes.
Explain
In practice the Company complies with this Recommendation to the extent that the Board of Directors is always informed of the business transacted and decisions made by the Executive Committee, although the members of the Board do not receive a copy of the minutes.
44. In addition to the Audit Committee mandatory under the Securities Market Act, the Board of Directors should form a committee, or two separate committees, of Nomination and Remuneration. The rules governing the make-up and operation of the Audit Committee and the committee or committees of Nomination and Remuneration should be set forth in the Board regulations, and include the following: a) The Board of directors should appoint the members of such committees with regard to the knowledge, aptitudes and experience of its directors and the terms of reference of each committee; discuss their proposals and reports; and be responsible for overseeing and evaluating their work, which should be reported to the frst Board plenary following each meeting; b) These committees should be formed exclusively of External directors and have a minimum of three members. Executive directors or senior offcers may also attend meetings, for information purposes, at the Committees’ invitation. c) Committees should be chaired by an Independent director. d) They may engage external advisors, when they feel this is necessary for the discharge of their duties. e) Meeting proceedings should be minuted and a copy sent to all Board members. See sections: B.2.1 and B.2.3
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 388 ANNUAL REPORT 2011
45. The job of supervising compliance with internal codes of conduct and corporate governance rules should be entrusted to the Audit Committee, the Appointments Committee or, as the case may be, separate Compliance or Corporate Governance committees.
Compliant
46. All members of the Audit Committee, particularly its chairman, should be appointed with regard to their knowledge and background in accounting, auditing and risk management matters.
Compliant
47. Listed companies should have an internal audit function, under the supervision of the Audit Committee, to ensure the proper operation of internal reporting and control systems.
Compliant
48. The head of internal audit should present an annual work programme to the Audit Committee, report to it directly on any incidents arising during its implementation, and submit an activities report at the end of each year.
Compliant
49. Control and risk management policy should specify at least: a) The different types of risk (operational, technological, fnancial, legal, reputational, …) the Company is exposed to, with the inclusion under fnancial or economic risks of contingent liabilities and other off-balance sheet risks; b) The determination of the risk level the Company sees as acceptable; c) Measures in place to mitigate the impact of risk events should they occur; d) The internal reporting and control systems to be used to control and manage the above risks, including contingent liabilities and off-balance sheet risks. See section: D
Compliant
50. The Audit Committee’s role should be to: 1. With respect to internal control and reporting systems: a) Monitor the preparation and the integrity of the fnancial information prepared on the Company and, where appropriate, the group, checking for compliance with legal provisions, the accurate demarcation of the consolidation perimeter, and the correct application of accounting principles. b) Review internal control and risk management systems, so main risks are properly identifed, managed and disclosed. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 389
c) Monitor the independence and effcacy of the internal audit function; propose the selection, appointment, reappointment and removal of the head of internal audit; propose the department’s budget; receive regular report-backs on its activities; and verify that senior management are acting on the fndings and recommendations of its reports. d) Establish and supervise a mechanism whereby staff can report, confdentially and, if necessary, anonymously, any irregularities they detect in the course of their duties, in particular fnancial or accounting irregularities, with potentially serious implications for the frm. 2. With respect of the external auditor: a) Make recommendations to the Board for the selection, appointment, reappointment and removal of the external auditor, and the terms of his engagement. b) Receive regular information from the external auditor on the progress and fndings of the audit programme and check that senior management are acting on its recommendations. c) Monitor the independence of the external auditor, to which end: i) The Company should notify any change of auditor to the CNMV as a signifcant event, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same. ii) The Committee should ensure that the Company and the auditor adhere to current regulations on the provision of non-audit services, the limits on the concentration of the auditor’s business and, in general, other requirements designed to safeguard auditors’ independence; iii) The Committee should investigate the issues giving rise to the resignation of any external auditor. d) In the case of groups, the Committee should urge the group auditor to take on the auditing of all component companies. See sections: B.1.35, B.2.2, B.2.3 and D.3
Compliant
51. The Audit Committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior offcer.
Compliant
52. The Audit Committee should prepare information on the following points from Recommendation 8 for input to Board decision-making: a) The fnancial information that all listed companies must periodically disclose. The Committee should ensure that interim fnancial statements are drawn up under the same accounting principles as the annual statements and, to this end, may ask the external auditor to conduct a limited review. b) The creation or acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group. c) Related-party transactions, except where their scrutiny has been entrusted to some other supervision and control committee. See sections: B.2.2 and B.2.3
Compliant WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 390 ANNUAL REPORT 2011
53. The Board of Directors should seek to present the annual accounts to the General Shareholders’ Meeting without reservations or qualifcations in the audit report. Should such reservations or qualifcations exist, both the Chairman of the Audit Committee and the auditors should give a clear account to shareholders of their scope and content. See section: B.1.38
Compliant 54. The majority of Nomination Committee members – or Nomination and Remuneration Committee members as the case may be – should be Independent directors. See section: B.2.1
Explain
The Appointments and Remuneration Committee does not have a majority of independents. This Committee is comprised of fve External directors and the Chairman is independent. With this composition, the Company has endeavoured to comply with this recommendation whereby all the members should be External, thereby safeguarding the proportion of the Board’s composition and ensuring that the Chairman, who has the casting vote, is an Independent director. Sacyr Vallehermoso, S.A. has sought a different composition in the Appointments and Remuneration Committee and the Audit Committee in order for both bodies to be independent and to ensure greater participation among the External Directors on the various Committees.
55. The Remuneration Committee should have the following functions in addition to those stated in earlier recommendations: a) Evaluate the balance of skills, knowledge and experience on the Board, defne the roles and capabilities required of the candidates to fll each vacancy, and decide the time and dedication necessary for them to properly perform their duties. b) Examine or organise, in appropriate form, the succession of the Chairman and Chief Executive, making recommendations to the Board so the handover proceeds in a planned and orderly manner. c) Report on the senior offcer appointments and removals which the Chief Executive proposes to the Board. d) Report to the Board on the gender diversity issues discussed in Recommendation 14 of this Code. See section: B.2.3
Partially compliant
Without prejudice to other duties assigned to it by the Board, the Committee has the following basic responsibilities: to present to the Board proposals for the appointment of directors so that it may directly appoint them (co-optation) or make them its own and submit them to the Shareholders’ Meeting; to propose the members of each Committee to the Board; to propose to the Board the remuneration system and the annual amount to be paid to SyV directors and senior management; to regularly review the remuneration schemes, assessing their suitability and performance; and to ensure remuneration is transparent. This does not include informing the Board about gender diversity. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 391
56. The Nomination Committee should consult with the Company’s Chairman and Chief Executive, especially on matters relating to Executive directors. Any Board member may suggest directorship candidates to the Nomination Committee for its consideration.
Compliant
57. The Remuneration Committee should have the following functions in addition to those stated in earlier recommendations: a) Make proposals to the Board of Directors regarding: i) The remuneration policy for directors and senior offcers; ii) The individual remuneration and other contractual conditions of Executive directors. iii) The standard conditions for senior offcer employment contracts. b) Oversee compliance with the remuneration policy set by the Company. See sections: B.1.14 and B.2.3
Compliant
58. The Remuneration Committee should consult with the Chairman and Chief Executive, especially on matters relating to Executive directors and senior offcers.
Compliant
G - OTHER INFORMATION OF INTEREST
If you consider that there is any material aspect or principle relating to the Corporate Governance practices followed by your company that has not been addressed in this report, specify and explain below.
Section A.1
On 19 May 2011, the General Meeting approved a share increase; this was drafted as a publicly notarised deed on 28 June and fled with the Register of Companies on 1 July.
Section A.2.
For further information, the frst concerted action, involving 12.276%, is the result of the agreement between the following shareholders: Participaciones Agrupadas, S.L. with 7.697%; NCG Banco, S.A. with 4.464%; and Unicaja Banco, S.A. with 0.115 %. A total of 51,879,555 voting rights are involved. The consortium’s new situation is being disclosed as a result of a merger and absorption process involving one of its members, and to reflect the new percentage voting rights resulting from recent Sacyr Vallehermoso, S.A. capital increases. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 392 ANNUAL REPORT 2011
The second concerted action, involving 15.895%, is the result of the agreement between the following shareholders: Disa Corporación Petrolífera, S.A., with 13.012%; Grupo Satocan, S.A., with 2.631% and Grupo Satocan Desarrollos, S.L. with 0.252%.
In accordance with the fling with the CNMV, it should be stated that the 15.895% includes the syndicated voting rights of each of the participants in the syndication agreement dated 21 February 2011, plus the voting rights excluded from the syndication agreement. The syndicated voting rights amount to 23,315,883, of which Disa contributed 11,657,942, Grupo Satocan 10,624,466 and Grupo Satocan Desarrollos 1,033,475. As a result, Disa has syndicated 2.758%, with the remaining 10.254% of its voting rights not being included in the syndication agreement. Directly or indirectly, Grupo Satocan holds 2.630% of the voting rights, of which it has syndicated all the direct ownership; in other words, 2.514%, with the remaining 171,717 indirect ownership voting rights not being syndicated. Grupo Satocan Desarrollos has syndicated 0.244%, the total amount it owns. Each of the parties has signed a unilateral declaration through which it undertakes that all non-syndicated shares will vote in the same way as their syndicated shares, without this implying that the non-syndicated shares are subject to the syndication agreement.
Another signifcant shareholder, Fondo de Reestructuración Ordenada Bancaria (FROB, the Fund for Ordered Bank Restructuring), holds 93.16% of the share capital of NCG Banco, S.A., which owns 94.4321% of the share capital of CXG Corporación Novacaixagalicia, S.A. Therefore, the Fondo de Reestructuración Ordenada Bancaria (FROB) has a signifcant indirect holding of 6.733% of the voting rights of Sacyr Vallehermoso, S.A., through its holding in the share capital of NCG Banco, S.A., the direct holder of 4.464% and indirect holder of a further 2.269% (through CXG Corporación Novacaixagalicia. S.A).
Finally, Grupo Empresarial Fuertes, S.L., controls 99.99997% of Grupo Corporativo Fuertes S.L, a director of Sacyr Vallehermoso, S.A. with a 5.149% holding.
Section A.3.
- Manuel Manrique Cecilia owns 100% of Telbasa Construcciones e Inversiones, S.L., which in turn controls 100% of the share capital of Cymofag, S.L.U.
- Nueva Compañía de Inversiones, S.A. is the indirect owner of 100% of Austral, B.V.
- Activiadades Inmobiliaria Agrícolas, S.A. owns 61.582% of the share capital of Rimefor Nuevo Milenio, S.L.
- Prilou, S.L. has a total holding of 12.652% (7.645% direct and 5.007% indirect through Prilomi, S.L.).
- NCG Banco, S.A. is the owner of 94.4321% of the share capital of CXG Corporación Novacaixagalicia, S.A.
- With regard to the holding of Beta Asociados, S.L; José del Pilar Moreno Carretero has a 62.888% holding in Promotora Majariega de Inmuebles, S.L; which holds a 63.234% stake in Beta Asociados, S.L. José del Pilar Moreno Carretero has majority control of Cantevel 1, S.L, through Marbevelsa, S.A. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 393
- Grupo Satocan, S.A. has an accumulated, direct and indirect, holding of 99.76% in the capital of Grupo Satocan Invest Sicav, S.A. while Grupo Satocan, S.A. has a 100% direct holding of the capital of Grupo Satocan Desarrollo, S.L.
- Demetrio Carceller Arce, is a director of Sacyr Vallehermoso, S.A. in representation of the signifcant shareholder Disa Corporación Petrolifera, S.A., with a holding of 13.012% (54,990,074 shares).
Section A.6.
In relation to the shareholder agreement signed on 29 August 2011 between Petróleos Mexicanos and P.M.I. Holdings, B.V. (the “Pemex Group”), on the one hand, and Sacyr Vallehermoso, S.A. (“Sacyr Vallehermoso”) on the other, it is hereby placed on record that: (i) the Pemex Group owns, directly or indirectly, 115,884,040 shares and/or voting rights in Repsol YPF, S.A. (“Repsol”), representing 9.49% of its share capital. Accordingly, the Pemex Group did not attain the PEMEX Group Target Holding (as defned in said shareholders agreement) within the established time period. Notwithstanding the above, as provided for in clause 10.3.5 of the shareholders’ agreement, Sacyr Vallehermoso has decided to maintain the effectiveness of the shareholders’ agreement. (ii) Sacyr Vallehermoso owns, directly or indirectly, 244,294,779 shares in Repsol, representing 20.01% of its share capital. (iii) As a result, the shareholders in the agreement (Sacyr Vallehermoso and Pemex Group) own a combined 360,178,819 shares of Repsol, representing 29.5% of its share capital. For further information, on 20 December 2011, the CNMV was notifed of the disposal of 10% of the shares of Repsol YPF, S.A. and of a refnancing agreement for the debt taken out to acquire the other 10.01% of the shares, thereby amending the shareholders’ agreement signed on 29 August 2011 between Sacyr Vallehermoso, S.A., Petróleos Mejicanos, and PMI Holdings, B.V., which is therefore terminated.
Section B.1.2.
On 20 October 2011, the Board of Directors resolved:
1. to appoint Manuel Manrique Cecilia as Chairman of the Board of Directors, thus ceasing his role as First Deputy Chairman;
2. to appoint Demetrio Carceller Arce as First Deputy Chairman of the Board of Directors, with Juan Abelló Gallo continuing as Second Deputy Chairman;
3. and to accept the resignation of Diogo Alves Diniz Vaz Guedes from the position of Third Deputy Chairman, remaining a director of the Company.
On 11 November 2011, the appointments of Luis Fernando del Rivero Asensio as the representative of the director Rimefor Nuevo Milenio, S.L. and of Ángel López Corona Dávila as representative of the director Actividades Inmobiliarias Agrícolas, S.A. were fled as a signifcant event. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 394 ANNUAL REPORT 2011
With regard to the second section relating to Members leaving the Board:
1. On 7 October 2011, Ángel López Corona Dávila tendered his resignation as an External director of the Company.
2. On 20 October 2011, the Board of Directors agreed to the removal of Luis Fernando del Rivero Asensio as the Company’s Executive Chairman, tendering his resignation as a director.
3. On 15 December 2011, the Board agreed to accept the resignation of José Luis Méndez López from the Board.
Section B.1.3:
- Demetrio Carceller Arce, is a director of Sacyr Vallehermoso, S.A. in representation of the signifcant shareholder Disa Corporación Petrolifera, S.A., with a holding of 13.012% (54,990,074 shares).
Section B.1.7:
Below we list the individuals representing corporate directors of Sacyr Vallehermoso who have disclosed positions as directors or executives in other companies belonging to the listed company’s Group: - José Manuel Loureda Mantiñán (representing Prilou, S.L. at Sacyr Vallehermoso) is a member of the Boards of Directors of Testa Inmuebles en Renta, S.A., Sacyr, S.A.U., Somague SGPS, S.A., Vallehermoso División Promoción, S.A.U. and Valoriza Gestión S.A.U. (Chairman).
- Pedro del Corro García-Lomas (representing Austral, B.V. at SyV) is a member of the Boards of Directors of Testa Inmuebles en Renta, S.A. and Valoriza Gestión, S.A. (representing Torreal, S.A.).
- Juan Abello Galló (representing Nueva Compañía de Inversiones, S.A.) is a director of Repsol YPF, S.A.
- Until 13 October 2011, Andrés Pérez Martín (representing Participaciones Agrupadas, S.L. at Sacyr Vallehermoso) was a Board member at Sacyr, S.A.U., and Testa Inmuebles en Renta, S.A. (representing Participaciones Agrupadas, S.L., on both Boards).
- José Manuel Loureda López (representing Prilomi, S.L. in Sacyr Vallehermoso) is a member of the boards of Sacyr, S.A.U., SIS, Scpa, Sacyr Italia, Sacyr Mexico, Asf Libya General Construction Co, Sacyr Chile, Sacyr Ireland, Sacyr Costa Rica and Somague Engenharia, and is the Chairman of Grupo Unidos por el Canal.
Section B.1.8:
Below we detail the individuals representing corporate Directors of Sacyr Vallehermoso who have disclosed that they are members of the Boards of Directors of other non-group companies that are listed on offcial securities markets in Spain: WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 395
- Juan Abelló Gallo (representative of Nueva Compañía de Inversiones, S.A.) is a director of Repsol YPF, S.A. and Compañía Vinícola del Norte de España, S.A. (in representation of Austral, B.V.).
- José Manuel Loureda Mantiñán (representing Prilou, S.L.) is a director of Repsol YPF, S.A.
- Ángel López Corona (representative of Actividades Inmobiliarias Agrícolas, S.A.) is a director of General Alquiler Maquinaria, S.A. (GAM) and Grupo Tavex, S.A.
Section B.1.11:
Pursuant to the Bylaws, members of the Sacyr Vallehermoso, S.A. Board of Directors are entitled to receive remuneration from the Company comprising a fxed annual sum and allowances for attendance of meetings. For 2011, the remuneration agreed by the Board was as follows:
- Board members: 66,000 euros, gross, per year.
- Members of the Executive Committee: 44,000 euros, gross, per year.
- Members of the Audit Committee or Appointments and Remuneration Committee: 22,000 euros, gross, per year.
A detailed breakdown of the amounts received by directors for performance of their duties on the Board is provided below. However, as explained in the following paragraphs, in 2011 the members of the Board of Directors did not accrue any amounts as remuneration for their duties on the Board and were required to reimburse the amounts received in advance from the Company, generating a collection right held by the latter.
Luis Fdo. Del Rivero Asensio (Resigned 10/11): As director: 55,000
Manuel Manrique Cecilia: As director: 66,000
Demetrio Carceller Arce: As director: 66,000 Appointments and Remuneration Committee: 21,999.96 Matias Cortés Domínguez As director: 66,000
Appointments and Remuneration Committee: 14,666.64
Audit Committee: 7,333.32
Angel Lopez-Corona Davila (Resigned 10/11) As director: 55,000
José Luis Méndez López: As director: 66,000 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 396 ANNUAL REPORT 2011
Appointments and Remuneration Committee: 21,999.96
Francisco Javier Adroher Biosca (Appointed 06/11): As director: 38,500
Diogo Alves Diniz Vaz Guedes: As director: 66,000
Austral B.V. (represented by Pedro del Corro García-Lomas) As director: 66,000 Audit Committee: 21,999.96
Participaciones Agrupadas, S.R.L. (Manuel Azuaga Moreno): As director: 66,000 Audit Committee: 18,333.30
Nueva Compañía de Inversiones (J. Abelló Gallo): As director: 66,000
Prilou, S.L. (J.M .Loureda Mantiñán): As director: 66,000 Appointments and Remuneration Committee: 21,999.96
Prilomi, S.L. (J.M. Loureda López) As director: 66,000
Actividades Inmobiliarias y Agrícolas, S.A. (Angel López Coróna Dávila): As director: 66,000 Audit Committee: 18,333.30
Grupo Satocan, S.A. (Juan Miguel Sanjuan Jover) As director: 66,000 Audit Committee: 21,999.96
Rimefor Nuevo Milenio, S.L. (Luis F. del Rivero Asensio) (Appointed 06/11): As director: 38,500
Beta Asociados, S.L. (José del Pilar Moreno Carretero) (Appointed 06/11): As director: 38,500 Appointments and Remuneration Committee: 7,333.32
Grupo Corporativo Fuertes, S.L. (Tomás Fuertes Fernández) (Appointed 06/11): As director: 38,500 Appointments and Remuneration Committee: 3,666.66
NCG Banco, S.A. (Victoria Vázquez Sacristán) (Appointed 11/11): As director: 11,000 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 397
Audit Committee: 3,666.66
Cymofag, S.L. (Gonzalo Manrique Sabatel) (Appointed 06/11): As director: 38,500 Total Board: 1,105,500 Total for Audit Committee: 91,666.50 Total for Appointments and Remuneration Committee: 91,666.50 Total: 1,288,833
In accordance with Article 43 of the Company Bylaws, the combined amount of remuneration paid to Directors for their duties on the Board, which is determined by shareholders at the Annual General Meeting, may not exceed 2.5% of the net proft for the year attributable to the parent company, as shown in the Group’s consolidated fnancial statements. Consequently, given that 2.5% of the proft attributable to the parent company in 2011 was below zero, the directors have not accrued any remuneration during the year and, as provided for in the Company By-laws, are required to reimburse the amounts received in advance. In this regard, the Company directors resolved that the 2011 fees should be refunded through offsets against the fees that are to be received in 2012, except for former Board members or those who cease to hold their post before the conclusion of the debt-compensation process. In the latter cases, the pending amount must be refunded within two months of the date on which notifcation of the resolution is given or of the date on which they leave the Board of Directors. The total remuneration received by Directors/proft attributable to parent company (%) was negative at -0.223%.
Section B.1.12:
The total remuneration for members of senior management includes fxed and variable compensation, life insurance and compensation. During 2011, the following people left the Senior Management team: Luis Fernando del Rivero Asensio, Vicente Benedito Francés, Salvador Font Estrany and Angel Laso D´Lom.
Section B.1.13:
Indemnity or “golden parachute” clauses that exist for members of senior management (including Executive directors) of the Company or its group in the event of dismissal or changes in control will be disclosed at the next General Shareholders’ Meeting.
Section B.1.15:
At Sacyr Vallehermoso, S.A., there are no specifc conditions that must be included in the contracts of senior management, such as Executive Directors.
Section B.1.25:
The age limit applies only to Executive Directors. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 398 ANNUAL REPORT 2011
Section B.1.30:
The percentage of non-attendance out of total votes cast during the year was calculated using the number of unrepresented non-attendances.
Section B.1.40:
For further information, the positions and shares of Austral B.V. and Nueva Compañía de Inversiones, S.A. are detailed in relation to section 231 of the Spanish Corporate Enterprises Act (parties related to Austral, B.V.).
Below we list the individuals representing legal entities that are Sacyr Vallehermoso Directors:
- Outside the Group, Pedro del Corro García-Lomas (representing Austral, B.V in SyV), is a director of Miralver Spi, S.L.
- Outside of the Group, Ángel López Corona (representing Actividades Inmobiliarias Agrícolas, S.A.) has an asset-holding company that is a member of the Board of Directors of Grupo Inmobiliario Ferrocarril.
- Outside of the Group, Manuel Azuaga Moreno (representing Participaciones Agrupadas, S.L. at SyV) is Chairman of the Board of Inmobiliaria Acinipo, S.A.
- Miguel Sanjuán y Jover (representing Grupo Satocán, S.A. at Sacyr Vallehermoso) is a director of Satocán, S.A. with a 99.76% stake. He also holds a direct and indirect stake via Grupo Satocan, S.A. in Sotocan, S.A. (as CEO).
- Victoria Vázquez Sacristán (representing NCG Banco, S.A. at SyV) is the representative of Participaciones Agrupadas, S.L. at Testa Inmuebles en Renta, S.A. Outside of the Group, she is a member of the Board of Directors of Grupo Inmobiliario Ferrocarril.
Sections C.2, C.3 and C.4
For further information, we list below the related-party transactions which appear in the notes to the consolidated fnancial statements of the Sacyr Vallehermoso Group, in thousands of euros:
December 2011 RELATED-PARTY TRANSACTIONS:
INCOME AND EXPENSE FROM CONTINUING OPERATIONS 1) Finance costs: Total: 5,109 Signifcant shareholders: CORPORACIÓN CAIXA GALICIA: 165 UNICAJA: 2,700 BANCO MARE NOSTRUM (CAJA MURCIA): 330 CAJA ÁVILA (BANKIA): 660 NOVA CAIXA GALICIA: 1,254
2) Leases: Total: 887 Related individuals, companies or entities: REPSOL YPF, S.A.: 835 CAMPSA EE.SS: 52 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 399
3) Services received: Total: 5,662 Signifcant shareholders: MATIAS CORTES DOMINGUEZ: 4,960 UNICAJA: 5 Related individuals, companies or entities: SOLRED: 287 REPSOL YPF, S.A.: 410
4) Purchase of goods: Total: 27,955 Related individuals, companies or entities: SOLRED: 3,024 REPSOL DIRECTO: 232 ALCOREC, S.L. 22 REPSOL CIAL. PROD. PETROLIFEROS, S.A.: 3,346 REPSOL YPF LUBRICANTES Y ESPECIALIDADES, S.A.: 15 GAS NATURAL SERVICIOS SDG: 152 GAS NATURAL S.U.R. SDG, S.A.: 17 REPSOL BUTANO S.A.: 5 Repsol YPF, S.A.: 21.137 GAS NATURAL ANDALUCIA, S.A.: 3 GAS NATURAL CANTABRIA SDG: 2
5) Other expenses: Total: 825 Related individuals, companies or entities: SOLRED: 820 REPSOL YPF: 4 REPSOL BUTANO, S.A.: 1 TOTAL COSTS 40,438 Signifcant shareholders: 10,074 Related individuals, companies or entities: 30,364
6) Finance income: Total: 510 Signifcant shareholders: NOVA CAIXAGALICIA : 40 UNICAJA: 470
7) Management or collaboration contracts: Total: 3,322 Related individuals, companies or entities: REPSOL COMERCIAL DE PRODUCTOS PETROLÍFEROS, S.A.: 1,002 REPSOL PETROLEO S.A.: 2,320
8) Leases: Total: 316 Signifcant shareholders NOVA CAIXAGALICIA: 8 Related individuals, companies or entities: REPSOL YPF: 163 SOCIEDAD CATALANA DE PETROLIS, S.A.: 145
9) Services rendered: Total: 602 Related individuals, companies or entities: REPSOL YPF: 584 REPSOL PETROLEO S.A.: 18 WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 400 ANNUAL REPORT 2011
10) Sale of goods (fnished goods and work in progress): Total: 62,243 Related individuals, companies or entities: REPSOL DIRECTO: 62,243
11) Other income: Total: 95 Related individuals, companies or entities: Repsol YPF, S.A.: 9 CAMPSA ESTACIONES DE SERVICIO (CAMPSARED), S.A.: 86
TOTAL INCOME: 67,088 Signifcant shareholders: 518 Related individuals, companies or entities: 66.570
OTHER TRANSACTIONS - CONTINUING OPERATIONS:
1. Financing agreements: Loans and capital contributions: Total: (202,584) Signifcant shareholders: NOVACAIXAGALICIA: (113,391) CAJA DE AVILA (BANKIA): 757 UNICAJA: (56,654) CAJA MURCIA (MARE NOSTRUM): (34,254) BOARD OF DIRECTORS: 958
2. Sale of items of PPE, intangible assets and other assets: Total: 142,628 Related individuals, companies or entities: REPSOL YPF: 139,555 REPSOL PETROLEO: 3,073
3. Repayment or cancellation of loans and fnance lease contracts (lessee): Total: (88) Directors and executives: SENIOR MANAGEMENT: (88)
4. Guarantees received: Total: 5,063 Signifcant shareholders: NOVACAIXAGALICIA: 6,345 UNICAJA: (1,282)
5. Other: Total: 2,336 Related individuals, companies or entities: REPSOL DIRECTO: 2,332 ASFI LIBIA CONSTRUCCIONES: 4
It is hereby stated that the Company is solely subject to Spanish Law and no other. Finally, in relation to the additional disclosure requirements for current Annual Corporate Governance Report pursuant to the Sustainable Economy Act, we would note that Sacyr Vallehermoso, S.A. holds no securities that are not admitted to trading on a regulated market in a Member State. You may include in this section any other information, clarifcation or observation related to the above sections of this report. Specifcally, indicate whether the Company is subject to corporate governance legislation from a WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 401
country other than Spain and, if so, include the compulsory information to be provided when this is different from that required by this report. Binding defnition of Independent director: List any Independent directors who maintain, or have maintained in the past, a relationship with the Company, its signifcant shareholders or managers, when the signifcance or importance thereof would dictate that the directors in question may not be considered independent pursuant to the defnition set forth in section 5 of the Unifed Good Governance Code.
NO
Date and signature:
This annual corporate governance report was approved by the Company’s Board of Directors at its meeting held on
29/03/12
List whether any Directors voted against or abstained from voting on the approval of this report.
YES
Name or corporate name of director who did not vote in favour of this report ACTIVIDADES INMOBILIARIAS Y AGRICOLAS, S.A.
Reasons (against, abstention, non attendance)
Against
Explain the reasons
The reason for the vote against is that the Annual Corporate Governance Report approved by the Board states: (i) that Luis del Rivero resigned as an executive director, as stated in the Board Minutes; however, this director understands that this termination was under article 54.2 (b) of the Bylaws; and (ii) because the Annual Reports states that there are no “agreements” through which directors have a right to receive compensation as a result of their resignation as executive directors -which is not what actually happened- as the director considers that article 43.2.d of the Bylaws includes a right to such compensation
Name or corporate name of director who did not vote in favour of this report CYMOFAG S.L.
Reasons (against, abstention, non attendance) Non Attendance
WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 402 ANNUAL REPORT 2011
Explain the reasons UNABLE TO ATTEND THE MEETING ON THE SCHEDULED DATE
Name or corporate name of director who did not vote in favour of this report DIOGO ALVES DINIZ VAZ GUEDES
Reasons (against, abstention, non attendance) Non Attendance
Explain the reasons UNABLE TO ATTEND THE MEETING ON THE SCHEDULED DATE
Name or corporate name of director who did not vote in favour of this report PARTICIPACIONES AGRUPADAS, S.R.L.
Reasons (against, abstention, non attendance) Non Attendance
Explain the reasons UNABLE TO ATTEND THE MEETING ON THE SCHEDULED DATE
Name or corporate name of director who did not vote in favour of this report RIMEFOR NUEVO MILENIO, S.L.
Reasons (against, abstention, non attendance) Against
Explain the reasons The reason for the vote against is that the Annual Corporate Governance Report approved by the Board states: (i) that Luis del Rivero resigned as an executive director, as stated in the Board Minutes; however, this director understands that this termination was under article 54.2 (b) of the Bylaws; and (ii) because the Annual Reports states that there are no “agreements” through which directors have a right to receive compensation as a result of their resignation as executive directors -which is not what actually happened- as the director considers that article 43.2.d of the Bylaws includes a right to such compensation.
Description of the main features of the internal control and risk management systems with regard to statutory financial reporting (art.61 bis 4, h of the Securities Market Act) THE ENTITY’S CONTROL ENVIRONMENT
1. The bodies and/or functions responsible for: (i) the existence and regularly updating of a suitable, effective ICFR; (ii) its implementation; and (iii) its monitoring. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 403
Pursuant to Sections 3.e and 3.f of Article 38 of the Bylaws of Sacyr Vallehermoso, the Board of Directors is directly responsible for supervising the identifcation of the Company’s main risk factors and monitoring of the proper internal control and information systems; and supervising disclosure and communication policies vis-à-vis shareholders, the markets and the general public. Article 47 of the Bylaws states that the Board of Directors must create an Audit Committee with powers to be decided by the Board of Directors.
Article 48.3 of the Bylaws details the minimum duties of the Audit Committee. These include: tracking the effectiveness of the Company’s internal control, internal audit and risk management systems; and monitoring the preparation and presentation of regulated fnancial information.
The internal audit function shall be responsible for i) the existence, suitability and maintenance of Internal Control systems and the quality and reliability of fnancial and management information, and the continuous improvement thereof; ii) the revision and updating of the risk map in collaboration with the professionals in the SyV Group; and iii) active participation in the Group’s risk control and management policy.
2. The departments and/or mechanisms in charge of i) the design and review of the organisational structure; ii) defining clear lines of responsibility and authority, with an appropriate distribution of tasks and functions, and iii) deploying procedures so this structure is communicated effectively throughout the company, with particular regard to the financial reporting process.
The Sacyr Vallehermoso Group has an organisational structure with clearly defned lines of responsibility and authority for the various processes involved in each business unit, and for each geographic area relevant to the Group. This structure is designed and reviewed by the Organisation Department, Human Resources and the businesses involved in it. The Group also has a clearly defned policy for powers. The Sacyr Vallehermoso Group has created a working group to adapt its existing fnancial information supervision process to the CNMV’s requirements. This involves redefning functions and responsibilities and modifying procedures; the Company is currently at this stage.
3. The existence or otherwise of the following components, especially in connection with the financial reporting process:
• Code of conduct, approving body, dissemination and instruction principles and values covered (stating whether it makes specific reference to record keeping and financial reporting), body in charge of investigating breaches and proposing corrective or disciplinary action.
• A ‘Whistle-blowing’ channel, for the reporting to the audit committee of any irregularities of a financial or accounting nature, as well as breaches of the code of conduct and malpractice within the organisation, stating whether reports made through this channel are confidential.
• Training and refresher courses for personnel involved in preparing and reviewing financial information or evaluating ICFR, which address, at least, accounting rules, auditing, internal control and risk management. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 404 ANNUAL REPORT 2011
The Sacyr Vallehermoso Group’s Code of Conduct has been approved by the Board of Directors, and is available both on the corporate intranet and on the external website.
With regards to record keeping and the preparation of fnancial information, the Sacyr Vallehermoso Group considers information transparency to be a fundamental principle underpinning all of its actions. To this end, the Group ensures that information reported to shareholders, the markets where its shares are listed and the regulatory bodies is true and complete; that it accurately reflects itsf nancial position and the result of its operations; and that it is disclosed in compliance with the deadlines and other requirements established in applicable regulations, with general market principles and with the good governance principles the company has assumed.
The Sacyr Vallehermoso Group’s Code of Conduct Compliance Unit is responsible for monitoring issues related to the Code of Conduct; this comprises senior Group executives and reports to the Board of Directors of Sacyr Vallehermoso or its committees. In particular, this body has been granted the authority and resources required to implement and ensure compliance with adequate internal control measures; to ensure adequate risk assessment; and to establish appropriate prevention plans and to keep these up- to-date, ensuring that these are distributed among staff, and that staff receive continuous training in them.
The “Conduct Hotline” ([email protected]) is a corporate tool through which any question about the scope and applicability of the Code of Conduct can be asked in strict confdence, and through which any breaches or risks relating to behaviour regulated by the Code can be safely reported.
The Conduct Hotline guarantees that all issues received will be dealt with confdentially, and ensures that any potential breaches of the Code of Conduct will be analysed exhaustively, whilst fully respecting the rights of all persons alleged to be involved.
The Code of Conduct Compliance Unit is responsible for the Conduct Hotline; as such it carries out an exhaustive analysis of all issues received and submits comprehensive reports on these issues to the Board of Directors of Sacyr Vallehermoso or its committees.
In 2011, the staff involved in the preparation of fnancial information received training in the following areas:
A number of training programmes were held relating to accounting, tax, audit and commercial regulations; this training related to both new regulations applicable to the 2011 tax year, and existing regulations applicable to Group companies. Examples of such training include the courses: “Sector adaptation to the Spanish General Chart of Accounts for public infrastructure concession operators”; “Consultations published by the ICAC and new IFRS developments”; “Preparation of Financial Statements”; and “Practical Company Law”. Training in these areas was given to practically all Group companies, being mainly aimed at staff in Administration and Accounting, Management Control, Tax, Consolidation, Operating Treasury and Finance, Internal Audit, Accounting Control and Legal Departments. The staff trained range from senior management and heads of areas or departments to technical and support staff. A total of 5,071 hours of training in such areas was invested in 294 employees.
Training was also provided to Internal Control and Risk Management departments. This included courses on “Internal control over fnancial reporting 2011”, “Contract Management and Administration”, WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 405
“Calculation of Investment Impairment Tests”, “Construction and analysis of fnancial forecasting models” and “On site organisation, control and management”. In this area, the training was aimed at departments with functions related to risk control and management; the staff trained range from senior management and heads of department to technical and administrative staff. 1,148 hours of training were invested in 33 employees in this area. This training was both internal and external.
RISK ASSESSMENT IN FINANCIAL REPORTING
4. The main characteristics of the risk identification process, including risks of error or fraud, stating whether: • The process exists and is documented.
• The process covers all financial reporting objectives, (existence and occurrence; completeness; valuation; presentation, disclosure and comparability; and rights and obligations), is updated and with what frequency.
• A specific process is in place to define the scope of consolidation, with reference to the possible existence of complex corporate structures, special purpose vehicles or holding companies etc. • The process addresses other types of risk (operational, technological, financial, legal, reputational, environmental, etc.) insofar as they may affect the financial statements. • Which of the company’s governing bodies is responsible for overseeing the process.
The risk identifcation process covers all fnancial information objectives and is updated annually. This process begins with a preliminary identifcation; this is then followed by an estimation of risks based on the probability of their occurrence and the seriousness of any potential impact. This assessment is used to prioritise the risks, with management criteria being reviewed for the most critical of these. The Company further analyses the need for any improvements, and these are then implemented. The whole process is documented.
The scope of consolidation is clearly identifed and updated on a monthly basis, ensuring that the Company is always aware of all the relevant companies for the Sacyr Vallehermoso Group. Further details of this process are included in point 5.
The Company’s general risk management policy also considers other types of risk, such as those concerning the business environment, regulation, image and reputation, human resources, operations, fnancial, information for decision making, technology and IT systems, good governance and management.
The Board of Directors delegates supervision of risk identifcation to the Audit Committee which is in turn supported by the internal audit function.
CONTROL ACTIVITIES
5. Documentation and flow charts of activities and controls (including those addressing the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the separate review of critical WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 406 ANNUAL REPORT 2011
judgements, estimates, evaluations and projections.
The risk control activities related to fnancial information have been described for all business areas, including Somague and the international business, with only the construction division pending. Specifc risk control is in place for regulatory compliance with the new Penal Code.
This is established in risk maps and control matrices for each business line analysed and are regularly updated. The risk maps include a specifc “reporting risk” category, which covers all risks relating to those transactions that might materially affect the fnancial statements.
Furthermore, the Sacyr Vallehermoso Group has defned procedures for the closing of accounts, including the consolidation process. This includes procedures for ensuring that the scope of consolidation is correctly identifed.
Each month administration managers for the divisions report any changes in corporate structure in their areas to the division managers in the Consolidation Department. The division managers request supporting documentation for any such changes from each area.
Once a year, the General Administration and Operations Department analyses and establishes the materiality of the various items in the consolidated Financial Statements of the Sacyr Vallehermoso Group and its constituent companies. Based on this analysis, Group ascertains the various types of transactions that have a material effect on the consolidated fnancial statements in order to develop and/or update the key processes and procedures associated with such transactions.
The Group currently has an Administrative Procedures Manual (MAP for its initials in Spanish) which is applicable to the whole Group and covers all activities which are economically signifcant and which directly impact the Group’s fnancial information and related controls. The procedures for the closing of accounts include the Group’s fnancial information reporting procedures. These are used by group companies to report all the fnancial information required for consolidation purposes and for fnancial information consolidation procedures for the whole SyV Group. The Group also has descriptive information on its accounting estimates procedures: this includes the valuation processes for property, plant and equipment and goodwill, together with the procedure for estimating provisions for contingencies and expenses, and other trade provisions.
6. Internal control policies and procedures for IT systems (including secure access, control of changes, system operation, continuity and segregation of duties) giving support to key company processes regarding the preparation and publication of financial information.
The SyV Group has internal control procedures and policies in place for the IT systems that support signifcant processes related to the preparation and publication of its fnancial information.
Actions are carried out to offset the security risks affecting IT systems and platforms, in particular, those relating to operational continuity. To this end, the back-up copies made regularly by an external supplier are available.
Any change or development to these applications is managed through the Organisation and WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 407
Systems Departments, which establish the processes to be followed to ensure that the implemented solution meets user requirements, and that the quality level meets the reliability, effciency and maintainability standards required.
The Systems Department has established access security policies by defning segregation of functions policies.
7. Internal control policies and procedures for overseeing the management of outsourced activities, and of the appraisal, calculation or valuation services commissioned from independent experts, when these may materially affect the financial statements.
The areas of activity outsourced to third parties that might affect fnancial information relate to property valuations. The Group has a procedure for selecting the activities performed by property appraisers. This policy complies with CNMV recommendations in this area and is supervised by the Audit Committee to ensure compliance.
8. Procedures for reviewing and authorising the financial information and description of ICFR to be disclosed to the markets, stating who is responsible in each case.
Since 2009, the Sacyr Vallehermoso Group has had in place a procedure establishing the procedures for fling signifcant events and has established a direct, real-time communication channel through the signature of an authorised representative.
This procedure defnes all controls, authorised representatives, review measures, supervision identifcation, content, compliance criteria and rectifcation and removal actions.
INFORMATION AND COMMUNICATION.
9. A specific function in charge of defining and maintaining accounting policies (accounting policies area or department) and settling doubts or disputes over their interpretation, which is in regular communication with the team in charge of operations.
The Sacyr Vallehermoso Group has a specifc department responsible for defning and maintaining accounting policies, and for settling doubts or disputes over their interpretation. The SyV Group’s General Administration Department is responsible for maintaining regular communication with those responsible for operations in the organisation, although this function is not exclusive to it.
10. A manual of accounting policies regularly updated and communicated to all the company’s operating units.
The Group is working on a formal document that brings together all applicable accounting policies. The Sacyr Vallehermoso Group currently has various regulations which determine the accounting criteria to apply to certain operations and basic accounting policies; the staff to whom these apply are familiar with them. Furthermore, the MAP details the most important procedures for the Group and is updated whenever a change is detected. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 408 ANNUAL REPORT 2011
11. Mechanisms in standard format for the capture and preparation of financial information, which are applied and used in all units within the entity or group, and support its main financial statements and accompanying notes as well as disclosures concerning ICFR.
The SyV Group has a single standard format mechanism for the capture and preparation of fnancial information for its consolidated fnancial statements which is applied and used by all Group units. This mechanism consists of a reporting fle which supports its main fnancial statements and accompanying notes.
The Group also applies a range of controls to ensure the reliability and correct treatment of the information received from its business units; these include analysis of all changes in equity and income.
In addition, the SyV Group has a single mechanism that aggregates and consolidates the information reported by all Group units. This mechanism is a specifc, tested IT system called Cognos Consolidator.
MONITORING
12. An internal audit function whose competencies include supporting the audit committee in its role of monitoring the internal control system, including ICFR.
The Sacyr Vallehermoso Group has an internal audit function which reports to the Audit Committee. Article 48.3 of the SyV Group Bylaws details the minimum duties of the Audit Committee. These include: tracking the effectiveness of the internal control, internal audit and risk management systems; and monitoring the preparation and presentation of regulated fnancial information.
The Audit Committee: i) approves audit plans; (ii) determines who should implement them; (iii) assesses the adequacy of the work carried out; (iv) revises and assesses the results and consideration of impact on fnancial information; and (v) prioritises and monitors corrective measures.
The internal audit function is responsible for: i) the existence, suitability and maintenance of Internal Control systems and the quality and reliability of fnancial and management information, and the continuous improvement thereof; ii) the revision and updating of the risk map; and iii) active participation in the Group’s risk control and management policy.
In addition, the internal audit function reports to the Audit Committee on the ICFR System and takes an active role in the working group set up by the Sacyr Vallehermoso Group for such purposes.
13. A discussion procedure whereby the auditor (pursuant to TAS), the internal audit function and other experts can report any significant internal control weaknesses encountered during their review of the financial statements or other assignments, to the company’s senior management and its audit committee or board of directors. State also whether the entity has an action plan to correct or mitigate the weaknesses found.
The Audit Committee meets at least once a quarter or as often as is deemed necessary. Meetings WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 CONSOLIDATED FINANCIAL STATEMENTS 409
must be called by the Chairman either on his/her own initiative or at the request of three members of the Audit or Executive Committee.
These meetings review the consolidated Annual Financial Statements; the interim half-yearly and quarterly fnancial statements and all other information made available to the market.
The Audit Committee supervises the effectiveness of the Group’s internal control, internal audit, and risk management systems. It also discusses with the auditor any signifcant weaknesses in the internal control system identifed during audit work in order to ensure correct application of accounting principles and the reliability of fnancial information. It is also responsible for assessing any signifcant internal control weaknesses encountered, proposing an action plan to correct the weaknesses found and informing on progress on actions implemented.
On an annual basis, the Audit Committee reviews and approves the action plans proposed by the internal audit function to correct or mitigate any weaknesses detected.
The Auditor has direct access to Senior Management (Chairman and/or CEO), and holds regular meetings to obtain the information needed to perform the audit work and to communicate any weaknesses detected.
14. Describe the scope of the ICFR assessment conducted in the year and the procedure for the person in charge to communicate its findings. State also whether the company has an action plan specifying corrective measures for any flaws detected, and whether it has taken stock of their potential impact on its financial information.
An external consultant has analysed the situation and work plans have been defned to implement improvements. A working group has been created reporting to the Audit Committee, and the Company is currently implementing corrective measures and considering potential impacts on the fnancial information.
15. Describe the ICFR monitoring activities undertaken by the audit committee.
The Audit Committee has received training sessions on adapting the Group to the CNMV’s ICFR requirements.
Furthermore, the external expert engaged to analyse the situation has defned with Group Management the work to be carried out to meet all requirements. The Committee has received information regarding the progress of this working group.
16. State whether the ICFR information supplied to the market has been reviewed by the external auditor, in which case the corresponding report should be attached. Otherwise, explain the reasons for the absence of this review.
The 2011 ICFR information for the Sacyr Vallehermoso Group has not been reviewed by the external auditor as the corrective measures agreed by the Group are currently being implemented. WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 410 ANNUAL REPORT 2011
> University Central Hospital in Asturias WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ANNUAL REPORT 411
09 ADDRESSES
> Spain
> International WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 412 ANNUAL REPORT 2011
Spain
SACYR VALLEHERMOSO, S.A. Pº de la Castellana, 83-85 28046 Madrid
CAFESTORE, S.A.U. Pº de la Castellana, 83-85 • 28046 Madrid
CAVOSA OBRAS Y PROYECTOS, S.A. Pº de la Castellana, 83-85 • 28046 Madrid
FEBIDE c/ Elcano, 9 – 1ª pta. 48008 Bilbao (Vizcaya)
IBERESE C/ Ribera de Axpe, 28 – 2º . 48950 Erandio (Vizcaya)
NEOPUL SOCIEDADE DE ESTUDOS E CONSTRUÇOES, S.A. C/ Fernán González, 57 - 1º Izda. 28009 Madrid SCRINSER Avda. Corts Catalanes, 2 – 2º local 3 – 08173 San PRINUR Cugat del Vallés (Barcelona) C/ Puerto, 14 – 1º . 29016 Málaga TESTA INMUEBLES EN RENTA, S.A. SACYR CONCESIONES, S.L. Pº de la Castellana, 83-85 • 28046 Madrid Pº de la Castellana, 83-85 • 28046 Madrid VALORIZA FACILITIES, S.A.U. SACYR, S.A.U. Pº de la Castellana, 83-85 • 28046 Madrid Pº de la Castellana, 83-85 • 28046 Madrid VALORIZA SERVICIOS MEDIOAMBIENTALES. SADYT, S.A. C/ Juan Esplandiú, 11 planta 13 Pº de la Castellana, 83-85 • 28046 Madrid 28007 Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ADDRESSES 413
> Parbayón Joint Venture. Santander Bay bypass, section Parbayón - Cacicedo. Cantabria
VALORIZA CONSERVACIÓN DE INFRAESTRUCTURAS, S.A.U. Pº de la Castellana, 83-85 • 28046 Madrid
VALORIZA FACILITIES Avda. del Partenón, 16-18 – 28042 Madrid
VALORIZA GESTIÓN, S.A.U. Pº de la Castellana, 83-85 • 28046 Madrid
VALLEHERMOSO DIVISIÓN PROMOCIÓN, S.A.U. Pº de la Castellana, 83-85 • 28046 Madrid WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 414 ANNUAL REPORT 2011
INTERNAtIONAL
CAVOSA CHILE Av. Vitacura 2939. Of. 1102. Edifcio Millenium. Las Condes, Santiago de Chile
GRUPO UNIDOS POR EL CANAL Edifcio 732, Corozal Oeste. Corregimiento de Ancon, Distrito de Panamá. Ciudad de Panamá
HIDURBE Rua Engº Ferreira Dias, 161-1º Esq. 4100-247. Porto • Portugal
SACYR CONCESSIONS LTD 5th floor, Harmony Court, Harmoy Row Dublín 2 • Irlanda
SACYR CONCESIONES CHILE Av. Vitacura 2939. Of. 1102. Edifcio Millenium. Las Condes, SACYR ITALIA Santiago de Chile Corso di Porta Vittoria, 9 • 20122 Milán • Italia
SACYR CONCESIONES IRLANDA VIVEROS DO FALCAO 5 th. Floor, Harmony Court, Harmony Row – Dublin 2 Estrada de Oeiras. 2780-284 • Porto Salvo • Portugal
SACYR COSTA RICA SyV CONCESIONES COSTA RICA Ofcentro Plaza Aeropuerto, local C-2. P.O. Box 04-4002, Edifcio Terraforte – 4º piso, 200 metros sur Alajuela, Costa Rica Centro Comercial Multiplaza. Escazú de la Tienda Carrión San José • Costa Rica SACYR CHILE Av. Vitacura 2939. Of. 1102. Edifcio Millenium. Las Condes, SOMAGUE S.G.P.S. Santiago de Chile Rua da Tapada da Quinta de Cima - Linhó 2714-555 Sintra • Portugal WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 ADDRESSES 415
> Section 7B. Navarra Canal
SOMAGUE Engenharia ANGOLA SACYR PANAMÁ, S.A. Rua Ho-Chi Min, 1º Andar. Corpo D do Complexo da Sede C/ Aquilino de la Guardia. Edifcio Igra 8 do MPLA. Luanda – Angola 0001 • Panamá
SACYR IRLANDA SIS S.C.P.A. Unit 11. Harmony Court. Harmony Row Vía Invorio, 24/A • 10146 Turín • Italia Dublín 2 • Irlanda TESFRAN SOMAGUE Engenharia BRASIL 12, Rue Notre-Dame des Victoires Rua Fidencio Ramos, 195 – 14º andar – Conjuntos 142/144 – Cep 75002 París • Francia 04551-010, Sao Paulo. Brasil
SOMAGUE Engenharia CABO VERDE Achada Grande – apartado 242 – Cidade da Praia – Cabo Verde WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29 SACYR VALLEHERMOSO, S.A. Paseo de la Castellana, 83-85 • 28046 Madrid Tel.: (34) 91 545 50 00 www.gruposyv.com WorldReginfo - 6c5903d2-ad15-41cd-b5e0-9348feec0a29