FCC Aqualia, S.A. Consolidated Financial Statement for the annual period ended 31 December 2015, Directors' Report and Independent Audit Report Deloitte. Deloitte, S.L. Plaza Pablo Ruiz Picasso. 1 Torre Picasso 28020 Madrid - Spain Tel.: +34 915 14 50 00 Fax: +34 915 14 51 80 www.deloitte.es INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS To the Shareholders of FCC Aqualia, S.A.: Report on the consolidated financial statements We have audited the attached consolidated financial statements of FCC Aqualia, S.A. (hereinafter, the Parent Company) and Subsidiaries (hereinafter, the Group), which include the consolidated statement of financial position at 31 December 2015, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the consolidated annual report corresponding to the year ended on that date. Directors' responsibility in relation to the consolidated financial statements The directors of the Parent Company are responsible for formulating the accompanying consolidated financial statements, so that they provide a true and fair view of the consolidated equity, consolidated financial position and consolidated results of FCC Aqualia, S.A. and subsidiaries in accordance with International Financial Reporting Standards adopted by the European Union and other provisions of the financial reporting framework applicable to the Group in Spain, which is identified in Note 2 to the accompanying consolidated financial statements, and the internal control they deem necessary to enable the preparation of the consolidated financial statements free from material inaccuracies due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We have performed our audit in accordance with the audit regulations in force in Spain. This arrangement requires that we comply with ethical requirements and that we plan and perform the audit to obtain reasonable assurance that the consolidated financial statements are free from material inaccuracies. An audit requires the application of procedures to obtain audit evidence regarding the amounts and disclosures made in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of risks of material inaccuracies in the consolidated financial statements due to fraud or error. In making those risk assessments, the auditor considers the relevant internal control in the preparation of the consolidated financial statements by the Directors of the Parent Company in order to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the company. An audit also includes assessing the appropriateness of the accounting policies and the reasonableness of the accounting estimates made by Management, as well as assessing the presentation of the consolidated financial statements taken as a whole. We believe that the audit evidence we have obtained provides sufficient and adequate basis for our audit opinion. Opinion In our opinion, the attached consolidated financial statements express, in all significant aspects, a true and fair view of the consolidated equity and consolidated financial position of FCC Aqualia, S.A. at 31 December 2015, as well as the consolidated profits from operations and the consolidated cash flows corresponding to the period ended said date in accordance with the International Financial Reporting Standards adopted by the European Union and other provisions of the framework for financial reporting applicable in Spain. Report on other legal and regulatory requirements The accompanying consolidated management report for 2015 contains the explanations which the Directors of the Parent Company believe to be relevant to the financial position of FCC Aqualia, S.A. and Subsidiaries, the development of the business and other significant issues, and does not form an integral part of the financial statements. We have verified that the accounting information contained in the directors' report coincides with that of the consolidated financial statements for 2015. Our work as auditors is limited to verifying the consolidated management report in accordance with the scope mentioned in this paragraph, and does not include the review of information other than that obtained from the accounting records of FCC Aqualia, S.A. and its subsidiaries. DELOITTE, S.L. Official Spanish Account Auditing Registry (ROAC) Member No S0692 [Signature] Antonio Sánchez-Covisa Martín-González 07 March 2016 3 FCC AQUALIA, S.A. and subsidiaries 4 CONSOLIDATED FINANCIAL STATEMENT • Financial Statement Consolidated statement of financial position Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Consolidated annual report • Appendix I: Subsidiaries consolidated by the full consolidation method • Appendix II: Associates and jointly controlled entities (consolidated by proportionate method). • Appendix III: Associates consolidated using the equity method • Appendix IV: Temporary Joint Ventures • Annex V: Changes in the scope of consolidation • Annex VI: Liquidity statement submitted by the directors of the Parent Company for the distribution of the interim dividend. CONSOLIDATED DIRECTORS' REPORT 5 FCC AQUALIA, S.A. AND SUBSIDIARIES (CONSOLIDATED GROUP) CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 December 2015 (in thousands of euros) ASSETS 2015.12 2014.12 NON -CURRENT ASSETS 1,516,170 1,557,389 1. Intangible assets (Note 4) 898,994 924,784 1. Concessions 808,697 834,408 2. Goodwill 85,306 85,306 3. Other intangible assets 4,991 5,070 2. Property, plant and equipment (Note 5) 318,939 315,431 1. Land and buildings 30,273 30,559 2. Technical installations and other property, plant and equipment 288,666 284,872 4. Investments in associates and jointly-controlled entities (Note 7) 125,328 130,195 5. Non-current financial assets (Note 9) 123,886 142,296 6. Deferred tax assets (Note 17) 49,023 44,683 CURRENT ASSETS 704,426 662,559 2. Inventories (Note 10) 22,600 22,909 3. Trade and other receivables 218,079 262,133 1. Customer receivables – sales and service provision (Note 11) 176,672 194,544 2. Other receivables (Note 11) 41,407 67,332 3. Current tax assets - 257 4. Other current financial assets (Note 9) 366,202 256,603 5. Other current assets 602 356 6. Cash and cash equivalents (Note 12) 96,943 120,558 TOTAL ASSETS 2,220,596 2,219,948 Notes 1 to 26 and Appendices I to VI attached herein form an integral part of the consolidated financial statements for 2015. 6 FCC AQUALIA, S.A. AND SUBSIDIARIES (CONSOLIDATED GROUP) CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 December 2015 (in thousands of euros) EQUITY AND LIABILITIES 2015.12 2014.12 EQUITY (Note 13) 788,388 783,373 1. Equity attributed to the parent company 736,921 727,258 1. Shareholders' Equity 751,237 740,012 1. Capital 145,000 145,000 2. Issue premium and reserves 569,554 532,483 4. Profit/(Loss) for the year attributable to the Parent company 67,133 62,529 5. Interim dividend (30,450) - 2. Adjustments for changes in value (14,316) (12,754) 2. Non-controlling interests 51,467 56,115 NON -CURRENT LIABILITIES 917,134 747,467 1. Grants (Note 18) 42,114 30,061 2. Non-current provisions (Note 15) 108,652 100,556 3. Non-current financial liabilities (Note 14) 703,722 533,985 1. Debt instruments and other marketable securities 197,027 - 2. Bank borrowings 16,839 36,434 3. Other financial liabilities 489,856 497,551 6. Deferred tax liabilities (Note 17) 51,697 50,859 5. Other non-current liabilities 10,949 32,006 CURRE NT LIABILITIES 515,074 689,108 2. Current provisions (Note 15) 14,261 22,075 3. Current financial liabilities (Note 14) 77,740 234,110 1. Debt instruments and other marketable securities 2,390 72,573 2. Bank borrowings 3,634 111,852 3. Other financial liabilities 71,716 49,685 4. Trade and other payables 422,626 432,589 1. Accounts payable for purchases and services 180,917 184,535 2. Other payables (Note 16) 241,709 248,054 5. Other current liabilities 447 334 TOTAL EQUITY AND LIABILITIES 2,220,596 2,219,948 Notes 1 to 26 and Appendices I to VI attached herein form an integral part of the consolidated financial statements for 2015. 7 FCC AQUALIA, S.A. AND SUBSIDIARIES (CONSOLIDATED GROUP) CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015 (in thousand euros) 2015.12 2014.12 Net revenue (Note 20) 995,696 909,976 Capitalised expenses of in-house work on fixed assets (Note 5) 19,471 17,887 Other profit from operations (Note 20) 20,050 23,225 Change in inventories of finished goods and work in progress 13 (213) Purchases (Note 20) (392,484) (327,799) Employee benefits expense (Note 20) (239,102) (232,930) Other operating expenses (note 20) (188,707) (194,824) Depreciation and amortisation (Notes 4 and 5) (81,202) (78,414) Recognition of non-financial asset grants and others 3,030 1,203 Impairment and profit/loss from disposal of assets (1,692) (3,667) Other profit/loss 652 2,843 PROFIT FROM OPERATIONS 135,725 117,287 Finance income (Note 20) 8,855 16,314 Finance costs (Note 20) (49,401) (49,585) Changes in fair value of financial instruments 451 (451) Exchange differences 1,046 (133) Impairment and profit/loss from disposal of financial instruments (1,418) (9,463) FINANCE INCOME/COST (40,467) (43,318) Profit or loss of equity method measured companies (Note 7) 3,466 9,288 PROFIT BEFORE TAX FOR THE YEAR FROM CONTINUING OPERATIONS (Note 17) 98,724 83,257 Income tax (Note 17) (28,253) (19,783) PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 70,471 63,474 CONSOLIDATED PROFIT FOR THE YEAR 70,471 63,474 Profit (loss) attributed to non-controlling interests (Note 13) (3,338) (945) PROFIT ATTRIBUTED TO PARENT COMPANY 67,133 62,529 Profit (loss) per basic share 0.49 0.44 Notes 1 to 26 and Appendices I to VI attached herein form an integral part of the consolidated financial statements for 2015.