COVID-19 IMPACT

In March 2020, the WHO declared COVID-19 as a global pandemic. The numerous restrictions to mobility taken by governments to reduce social contact and mobility have had an impact on Ferrovial’s activities for the past two years, although unevenly among the different businesses. In 2021, the advances towards herd immunity on the back of vaccination roll-outs have allowed the various countries in which Ferrovial operates to partially or entirely lift mobility restrictions, while the appearance of new COVID-19 variants led to surges in cases and the return of certain restrictions in some countries. Infrastructure assets were highly impacted where restrictions to mobility, stay-at-home orders and quarantines remained in place. A reduction of these restrictions had a very positive impact on the performance of our main toll roads and some of them recovered or even exceeded pre-pandemic levels. Airports has been the division most heavily impacted from COVID-19 given that restrictions for air travel have been in place in 2021. As for the impact on the contracting activities it has not  been material in 2021.

Throughout COVID-19 pandemic, Ferrovial has and continues to undertake, all necessary measures to safeguard the health and safety of its employees and clients as its main priority.

Ferrovial remains focused on keeping a strong financial position and looking for investment opportunities that create value. As of December 2021, liquidity ex-infrastructure level stood at EUR6,421mn, including EUR991mn available liquidity lines. Net cash ex-infra stood at EUR2,182mn (incl. discontinued operations).

Operationally, the COVID-19 pandemic has impacted Ferrovial’s activities in 2021, especially on air and road traffic where mobility restrictions remained present:

• Toll Roads: traffic was impacted in 2021 by several surges in COVID-19 cases and new variants, but it has been recovering as mobility restrictions were lifted, although at a different pace.
  • Texas Managed Lanes (MLs): a steady recovery in traffic was observed since March, due to the ease in mobility restrictions, partially offset by surges in COVID cases during the summer (Delta) and in December (Omicron). Traffic in 2021 was above pre-pandemic levels (2019) in NTE 35W, and NTE’s traffic was in line with 2019. LBJ’s traffic keeps improving. In 2021, traffic growth in MLs was as follows: NTE +32.7%, LBJ +23.0% and NTE35W +26.8% (vs. 2020).
  • In Toronto, 407 ETR traffic in 2021 was impacted by multiple stay-at-home orders and mobility restrictions but it has shown gradual improvements with the easing of pandemic-related restrictions. In December, the Ontario Province approved additional health & safety measures in response to Omicron variant spread. In 2021, 407 ETR traffic increased by +13.0% vs. 2020.
• Airports: traffic has been strongly impacted by COVID-19 in 2021 due to border closures, quarantine measures and other mobility restriction regulations:
  • Heathrow: passengers fell by -12.3% in 2021. Following the success of the vaccine rollout, Heathrow has seen a steady build in traffic over 2H, as travel restrictions were eased and testing requirements were simplified. Cost reduction initiatives led opex down by -8.3% in 2021 vs 2020, while Heathrow’s capex was reduced by 31.5%.
    Heathrow received the approval from creditors on its request for a waiver of Heathrow Finance ICR covenant for 2021. Heathrow SP’s liquidity of GBP4bn is sufficient to meet all forecast needs until at least February 2023 under the extreme stress-test scenario of no revenue, or well into 2025 under the current traffic forecast

• • AGS has also seen a strong impact in their traffic levels, however, the outperformance of Aberdeen and Glasgow due to milder restrictions in the last 3 quarters of 2021 resulted in a 6.2% vs 2020.In June, the Amend & Extend of its debt facility was completed with AGS ‘s shareholders committing to inject funds in a net amount of GBP70mn into AGS (GBP35mn total Ferrovial share), with an additional GBP30mn commitment (at 100%). As of Dec. 31^st, 2021, cash position stood at GBP39mn.
• Construction and Services: no material impact in production from COVID-19 in 2021.

The impact on Cash flow of COVID-19 is measured on the reduction in dividends received by main infrastructure assets; mainly Heathrow and 407 ETR. Heathrow did not pay dividends in 2021 (vs. EUR145mn in 2019, pre-COVID) and 407 ETR paid dividends in 2021 of EUR164mn (vs. EUR309mn in 2019, pre-COVID).

CONSOLIDATED RESULTS (SERVICES DISCONTINUED ACT.)

• Revenues: reached EUR6,778mn (+5.4% LfL) on higher Construction revenues (+3.1% LfL) and Toll Roads (+36.8% LfL).
• EBITDA: EUR596mn (+39.5% LfL) vs EUR406mn in 2020, which was impacted by the -EUR22mn provision related to the corporate restructuring plan.

DIVIDENDS FROM PROJECTS

Total dividends received from projects reached EUR550mn in 2021 (vs EUR458mn in 2020); main distributions:

• 407 ETR: distributed CAD600mn in 2021 (CAD562.5mn in 2020). Ferrovial received EUR164mn of dividends in 2021.
• Texas Managed Lanes: EUR220mn were received by Ferrovial from NTE (EUR53mn) and LBJ (EUR167mn), following the LBJ’s issuance of USD609mn of senior secured notes (use of proceeds also to refund a portion of TIFIA loan). The MLs distributed EUR135mn dividends to Ferrovial in 2020, including LBJ’s first dividend of USD229mn (EUR109mn FER’s share) along with NTE’s regular dividend of USD46mn (EUR25mn FER’s share).
• Heathrow: dividend payments are not permitted until RAR is below 87.5% under the current 2020 waiver conditions. In 2020, HAH distributed GBP100mn (EUR29mn for Ferrovial).
• Other toll roads: EUR85mn (EUR45mn in 2020) including EUR73mn related to the compensation received from the Madrid Regional Government in relation to the administrative proceeding involving M-203 legal dispute.
• Services: EUR43mn dividends from projects (EUR87mn 2020), including EUR22mn from a maintenance contract in Murcia and EUR10mn from several projects in Amey.

CORPORATE TRANSACTIONS

INVESTMENTS

• IRB Infrastructure Developers 24.86% stake acquisition. On December 29^th, 2021, Ferrovial, through its subsidiary Cintra, has completed the acquisition of a 24.86% stake in Indian company IRB Infrastructure Developers for EUR369mn. The deal has been completed after a preferential share issue by IRB Infrastructure Developers. IRB is a leading player in the Indian market, where it manages 23 projects and around 2,000 kms of toll road. As a result, Ferrovial is now a significant minority shareholder with representation on the company’s Board of Directors. The deal was completed on Dec. 29th following approval by IRB’s Shareholders’ Meeting and after obtaining the pertinent statutory approvals.
• I-66 Stake increase. In September, Ferrovial agreed the acquisition of an additional 5.704% in I-66, increasing its stake to 55.704%. The value of the transaction amounts to EUR162mn, along with EUR36mn as part of its commitment of additional equity injections until the completion of construction corresponding to that 5.704%. The acquisition of control of the concession company implies the recognition of a positive fair value adjustment before deferred taxes for Ferrovial of EUR1,117mn, as the previously acquired 50% stake has to be valued at fair value. Additionally, by taking control of the concession company, the complete project debt is integrated into Ferrovial’s consolidated balance sheet, that reaches EUR1,511mn December 31^st, 2021.
• Agreement reached with YDA Group to acquire 60% of Dalaman International Airport (Turkey), after 2021 results closing. On February 17^th, 2022, Ferrovial, through its Airports division, has reached an agreement with Turkish infrastructure company YDA Group to acquire a 60% stake in the company that manages the Dalaman Airport concession for EUR140mn. YDA Group has been operating the asset since 2006 and will retain a 40% stake. The completion of the deal is contingent upon the customary approvals for this type of transaction, which is expected to be completed in 1H 2022. The concession agreement is for the operation of airport until 2042. The airport is located on the Turkish Riviera, the airport handled 5mn passengers in 2019, most of them international. Under the concession agreement, fees per passenger are set and collected in euro, with the result that the bulk of the airport’s revenues are in that currency.

DIVESTMENTS

• Environmental activity in Spain & Portugal sale: on December 1^st, 2021, Ferrovial has completed the sale of its Environmental Services business in Spain and Portugal to PreZero, a Schwarz Group company. The price of the shares sold was EUR1,032mn, following Completion Accounts adjustment. The deal provided a net capital gain of EUR335mn.
• Timec (Services to Oil & Gas sector in US) sale: in November, Ferrovial sold Timec to Architect Equity Holdings for USD16mn (EUR14mn).
• SCC (Southern Crushed Concrete) asset sale: in June 2021, Ferrovial reached an agreement to sell its recycled aggregates activity at Webber for USD140mn (EUR112mn). The transaction was approved in 3Q 2021, implying a capital gain of EUR13mn.
• Portuguese toll roads sale: on Sept. 14^th, 2020, Ferrovial reached an agreement, through Cintra, to sell its 49% stake in Norte Litoral and its 48% stake in Via do Infante (Algarve), to DIF Capital Partners, for EUR172mn. As part of the agreement Cintra will hold a management contract for both assets. Ferrovial received EUR100mn from the sale process in 2020. Norte Litoral sale was completed in July 2021 for EUR47mn. There are c.EUR25mn related to Algarve pending of ministry approval to complete the sale.
• Budimex’s real estate business sale: on Feb. 22^nd, 2021, Ferrovial’s construction subsidiary in Poland, Budimex,  agreed the sale of its real estate business, which was classified as discontinued activity. In June, the sale materialized at the agreed price PLN1,513mn (EUR330mn, post transaction costs), implying a capital gain pre-tax & minorities of EUR131mn.
• Prisiones Figueras and URBICSA sale: Ferrovial sold 100% of Prisiones Figueras & 22% of URBICSA to Aberdeen Infrastructure (Holdco) IV B.V for EUR42mn and EUR17mn respectively.
• Nalanda sale: Ferrovial sold its 19.86% stake in Nalanda Global (digital platform for documentation management) to PSG for EUR17mn.
• Divestment of Infrastructure Services business in Spain: on January 31^st, 2022, Ferrovial completed the sale of infrastructure Services business in Spain to Portobello Capital for EUR171mn. This price does not include the earn-outs, valued at EUR50mn, which will be applied after the closing of the transaction based on the fulfillment of certain requirements. This price has been set by reference to the data estimated by Ferrovial from the balance sheet of the group sold at January 31^st, 2022, and is subject to review. In addition, Ferrovial retains on its balance sheet the cash generated from December 31^st, 2020 and until the closing of the transaction, estimated at EUR60mn. The transaction, excluding earn-outs, is not expected to have a relevant impact on the consolidated accounts of Ferrovial, since the book value of this business is similar to the price above mentioned.

Ferrovial has acquired 24.99% of the share capital of the acquiring entity for a price of EUR17mn.

RESULTS BY DIVISION

Toll roads: revenues increased by +36.8% LfL and EBITDA by +47.9% LfL. EBITDA stood at EUR415mn.

Texas Managed Lanes traffic was impacted by COVID-19 in the beginning of the year, but  showed a solid recovery once mobility restrictions were eased in March despite the impact of COVID surges during the summer and in December. In addition, winter storms in February and heavy rainfall during May also took their toll. All in all, NTE & NTE35W traffic performed in line or above pre-pandemic levels, while LBJ kept improving. Our assets reported strong results  compared to 2020:

• NTE: reported revenues of USD187mn (+50.0%), helped by a higher contribution of heavy vehicles and higher toll rates. EBITDA reached USD164mn (+54.3%). EBITDA margin of 87.4% (vs 85.0% in 2020)).
• NTE 35W: reached revenues of USD142mn (+45.3%), also helped by more heavy traffic weight and higher toll rates. EBITDA reached USD119mn (+46.1%) with an EBITDA margin of 83.9% (vs 83.4% in 2020).
• LBJ: posted revenues of USD133mn (+27.3%). EBITDA reached USD102mn (+42.0%) with 77.0% EBITDA mg (69.1% in 2020).

I-77 Managed Lanes revenues reached USD36mn (+102.1% vs. 2020), above pre-pandemic levels, as a result of increasing congestion in the area despite the surge in COVID-19 cases in the summer. Traffic reached pre-COVID-19 levels back in June. EBITDA stood at USD20mn with 54.9% of EBITDA margin (24.9% in 2020).

407 ETR revenues reached CAD1,023mn increasing by +12.6% given the steady recovery in traffic volumes when restrictions ease, higher proportion of heavy vehicles and higher toll rates since February 2020. EBITDA reached CAD859mn (+16.1%) with 84.0% EBITDA mg.

Airports: Heathrow & AGS accounted through equity consolidation.

• Heathrow revenues increased by +3.3% and adjusted EBITDA by +42.2% at Heathrow SP. Since travel restrictions were first lifted, Heathrow experienced a steady build in passenger numbers over the summer.
• AGS revenues increased by +22.5% vs 2020 driven by outperformance in the last three quarters. Adjusted EBITDA increased +66.7% vs 2020.

Construction: revenues were up +3.1% LfL, 83% international. EBIT reached EUR132mn, vs. EUR101mn in 2020. EBIT margin reached 2.2% in 2021. The order book reached EUR12,216mn (+7.4% LfL), at all time high, not including pre-awarded contracts of around EUR560mn.

Services (discontinued operations): net income from Services held in discontinued operations stood at EUR246mn, which mainly includes the impact from the divestments of the Environmental activity in Spain & Portugal (EUR335mn)

FINANCIAL POSITION

EUR2,182mn net cash ex-infrastructure projects (including discontinued operations) vs EUR1,991mn in December 2020. Net debt of infrastructure projects reached EUR6,633mn (EUR4,532mn in December 2020). Net consolidated debt reached EUR4,451mn (EUR2,541mn in December 2020), mainly due to the integration of I-66 total debt on Ferrovial’s balance sheet.

SUSTAINABILITY HIGHLIGHTS

Sustainability remains at the core of our strategy. In 2021:

• Ferrovial acquired a ready-to-build 50MW Photovoltaic Solar Park for self-consumption in Seville (Spain) from InfraRed. This acquisition will facilitate the process to achieve the target on renewable energy supply included in its Sustainability goals.
• Heathrow’s focus remains to champion the role of sustainable aviation fuel (SAF): All the flights from British Airways between Glasgow and Heathrow during COP 26 were powered by SAF.
• Ferrovial appointed 2 new Board Directors (May 2021) Alicia Reyes & Hildegard Wortmann. The Board now counts with 33% of female members, 67% of independent members.
• Ferrovial has been one of the first companies in the world to include Climate Strategy & GHG emissions reduction plan in its AGM in 2021, to be voted by its shareholders. Both approved with over 96% votes in favor.
• Ferrovial’s Supplier Code of Ethics was published in website, with the basic principles to be followed by suppliers in their commercial relationship with Ferrovial.
• AGS Airports launched its sustainability strategy with roadmap to achieve net zero for direct emissions by mid-2030s. Strategy is integrated into the United Nations’ SDGs focusing on social progress, economic growth and environmental protection as its main pillars.
• During 2021 Ferrovial has reinforced its positioning in all main sustainability indices: Dow Jones Sustainability Index (DJSI), FTSE4Good, Carbon Disclosure Project (A for Climate Change, A for Water Security & B for Forests), MSCI (A), VIGEO (Euronext-Vigeo Eurozone 120 & Europe 120), STOXX, ISS ESG Prime, GRESB (A+).
• Ferrovial created a new division, Energy Infrastructure and Mobility business unit. Its is main objective will be to explore new sustainable infra related opportunities where Ferrovial can add differential engineering capabilities.