Grupo Isolux Corsán, S.A. and its subsidiaries. Consolidated financial information for the nine month period ended September 30, 2014 (unaudited)

Transcription

1 Consolidated financial information for the nine month period ended September 30, 2014 (unaudited)

2 CONSOLIDATED INTERIM BALANCE SHEET (unaudited) For the period ended September 30, 2014 (Amounts in thousand Euros) ASSETS Non-current assets Note September 30, 2014 December 31, 2013 (*) September 30, 2013 (*) Property, plant and equipment 113, , ,586 Goodwill 479, , ,364 Intangible assets 24,834 26,727 19,717 Investment property ,561 Concessionary assets assigned to projects 8,897 10, ,471 Other non-current assets assigned to projects 126, , ,693 Investments in associates and joint ventures 6 981, , ,501 Financial investments 10,437 10,446 9,506 Trade and other receivables 104,489 94, ,802 Deferred income tax assets 270, , ,861 Derivative financial instruments - 36 Current assets 2,120,044 1,964,940 2,342,098 Inventories 260, , ,794 Trade and other receivables 1,903,048 1,657,482 1,671,077 Derivative financial instruments 1,461 2,726 2,358 Financial assets at fair value through profit or loss 16,089 7,794 7,441 Cash and cash equivalents , , ,102 Non-current assets held for sale 383, ,492-2,811,302 2,773,506 2,286,772 TOTAL ASSETS 4,931,346 4,738,446 4,628,870 (*) See Note 2

3 CONSOLIDATED INTERIM BALANCE SHEET (unaudited) For the period ended September 30, 2014 (Amounts in thousand Euros) EQUITY Equity attributable to owners of the parent company Note September 30, 2014 December 31, 2013 (*) September 30, 2013 (*) Share capital 18,017 18,017 18,017 Share premium 526, , ,237 Legal reserve 17,637 15,280 15,280 Hedging reserve (54,777) (47,625) (40,631) Cumulative translation differences (164,861) (179,216) (151,566) Retained earnings 71,863 92,866 83, , , ,164 Non-controlling interests (5,908) (2,311) (3,978) Total equity 408, , ,186 LIABILITIES Non-current liabilities Borrowings 5 1,256, ,478 1,055,407 Project finance 5 223, , ,572 Derivative financial instruments 22,571 21,301 40,144 Deferred income tax liabilities 48,453 24,179 17,789 Provisions for other liabilities and charges 30,075 46,051 43,881 Other payables 69,032 54,829 39,733 1,650,355 1,256,941 1,563,526 Current liabilities Borrowings 5 295, , ,779 Project finance 5 14,394 10,743 79,475 Trade and other payables 2,302,434 2,191,051 2,041,045 Current income tax liabilities 4,992 20,785 13,243 Derivative financial instruments 12,469 10,724 9,466 Provisions for other liabilities and charges 72,670 57,530 53,150 Liabilities held for sale 170, ,570-2,872,783 3,058,257 2,618,158 Total liabilities 4,523,138 4,315,198 4,181,684 TOTAL EQUITY AND LIABILITIES 4,931,346 4,738,446 4,628,870 (*) See Note 2.

4 INTERIM INCOME STATEMENT (unaudited) As at September 30, 2014 (Amounts in thousand Euros) Nine month period ended September 30 Three month period July 1 to September 30 Note (*) (*) Total operating income 1,553,214 1,821, , ,814 Revenue / Sales 1,548,869 1,790, , ,570 Other operating income 8 3,938 14,665 1,248 10,179 Change in inventories Own work capitalized , (43) Total operating expenses (1,436,992) (1,694,133) (585,176) (554,723) Materials consumed and other external costs 7 (900,442) (1,181,060) (371,946) (392,164) Employee benefit expenses 10 (238,975) (241,514) (83,712) (81,316) Depreciation, amortization and impairment losses (34,681) (28,772) (16,525) (10,455) Change in trade provisions (35,362) (18,619) (9,867) (17,441) Other operating expenses 8 (227,532) (224,168) (103,126) (53,347) Operating result 116, ,819 43,654 54,091 Net financial result 9 (157,681) (119,392) (55,113) (56,872) Share of profits/(loss) of investments accounted for the equity method 21,631 (4,600) 19, Profit / (loss) before income tax (19,828) 3,827 7,925 (2,595) Income tax 8, ,439 1,642 Results for the period from continuing operations (11,440) 4,354 11,364 (953) Results for the period from discontinuing operations (8,101) (9,559) (1,129) (602) Results for the period (19,541) (5,205) 10,235 (1,555) Attributable to: Owners of the parent (16,806) 5,084 10,804 1,658 Non-controlling interests (2,735) (10,289) (569) (3,213) (19,541) (5,205) 10,235 (1,555) (*) See note 2

5 INTERIM STATEMENT OF COMPREHENSIVE INCOME (unaudited) As at September 30, 2014 (Amounts in thousand Euros) Nine month period ended September 30 Three month period July 1 to September (*) (*) Results for the period (19,541) (5,205) (15,891) (1,556) Other comprehensive income: Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income of associates 14,372 (79,835) 38,427 (55,780) Exchange differences Group (18,361) 4,642 (40,017) (17,014) Cash flow hedges Group 16,478 15,295 (2,598) (3,781) - Tax effect relating to items that may be reclassified (4,918) (4,290) 629 1,257 Other comprehensive income for the period 7,571 (64,188) (3,559) (75,318) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (11,970) (69,393) (19,450) (76,874) Total comprehensive income for the period attributable to: Owners of the parent (9,603) (58,486) (23,759) (72,643) Non-controlling interests (2,367) (10,907) 4,309 (4,231) Comprehensive income for the period (11,970) (69,393) (19,450) (76,874) Total comprehensive income attributable to owners of the parent company arising from: Continuing operations (1,527) (48,793) (22,779) (70,045) Discontinuing operations (8,076) (9,693) (980) (2,598) (9,603) (58,486) (23,759) (72,643) (*) See note 2

6 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY (unaudited) For the period ended September 30, 2014 (Amounts in thousand Euros) Attributable to owners of the parent company Share capital Share premium Legal reserve Hedging reserve Cumulative translation differences Retained earnings Non-controlling interests Total Equity Balance at December 31, 2013 (See Note 2) 18, ,237 15,280 (47,625) (179,216) 92,866 (2,311) 423,248 Profit / (loss) for the period (16,806) (2,735) (19,541) Net cash-flow hedges , (325) 11,560 Share of other comprehensive income of associates and joint ventures (19,037) 33, ,372 Foreign currency translation differences (19,054) (18,361) Total comprehensive income (7,152) 14,355 (16,806) (2,367) (11,970) Changes in the consolidation scope (2,204) (2,204) Other movements (1,840) 974 (866) Distribution of 2013 results - - 2, (2,357) - - Balance at September 30, , ,237 17,637 (54,777) (164,861) 71,863 (5,908) 408,208

7 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY (unaudited) For the period ended September 30, 2014 (Amounts in thousand Euros) Attributable to owners of the parent company Hedging reserve Cumulative translation differences Retained earnings Non-controlling interests Share capital Share premium Legal reserve Total Equity Balance at January 1, 2013 (See Note 2) 18, ,237 12,921 (49,095) (79,532) 58,995 26, ,442 Profit / (loss) for the period ,084 (10,289) (5,205) Net cash-flow hedges , ,005 Share of other comprehensive income of associates and joint ventures (2,178) (77,657) - - (79,835) Foreign currency translation differences ,623 - (981) 4,642 Total comprehensive income ,464 (72,034) 5,084 (10,907) (69,393) Other movements ,107 (19,970) 2,137 Distribution of 2012 results - - 2, (2,359) - - Balance at September 30, , ,237 15,280 (40,631) (151,566) 83,827 (3,978) 447,186

8 CONSOLIDATED INTERIM STATEMENT OF CASH FLOW (unaudited) For the period ended September 30, 2014 (Amounts in thousand Euros) Nine month period ended September (*) Cash flows from operating activities Profit /(loss) for the period before taxes (29,249) (6,674) Adjustments for: - Depreciation, amortization and impairment losses 34,936 30,104 - Change in trade provisions 35,362 18,619 - Share of results on investments accounted for the equity method (20,858) 9,391 - Net financial results 159, ,176 Subtotal 208, ,290 - Inventories (42,491) (2,730) - Trade and other receivables (204,279) (284,814) - Trade and other payables 25, ,235 - Provisions for other liabilities and charges - (15,425) Cash flow generated from operations (41,622) Taxes paid (7,374) (19,154) Net cash flows (utilized by) / generated from operating activities (48,996) (18,272) Cash flows from investing activities - Purchase of property, plant and equipment and intangible assets (14,843) (13,865) - Acquisition of concessionary assets and non-current assets assigned to projects (420) (38,797) - Net change in investments in associates and financial investments (12,316) (11,237) - Interests received and other finance income 3,602 2,201 Net cash flows (used in) investing activities (23,977) (61,698) Cash flows from financing activities - Income from borrowings 118, ,833 - Reimbursementof borrowings (771,730) (104,024) - Proceeds from issuance of bonds 840, Income from project finance 35,315 23,807 - Reimbursement of project finance (13,487) (11,985) - Interests paid (131,668) (91,883) Net cash flows generated from financing activities 77,669 (34,252) Net change in cash and cash equivalents 4,696 (114,222) Cash and cash equivalents at the beginning of the period 251, ,737 Exchange differences included in net change for the period (5,986) (3,414) Cash and cash equivalents at the end of the period 250, ,101 (*) See Note 2 8

9 1. General information At September 30, 2014, Grupo Isolux Corsán, S.A. (hereinafter, the Company) forms a group (hereinafter, the Group) comprising the parent company Grupo Isolux Corsán, S.A. and its subsidiaries and associates. In addition, the Group participates with other entities and members temporary joint ventures (hereinafter, Joint Ventures). Group companies also hold interests of less than 20% in other entities over which they have no significant influence. The Group s main activities and sales take place in Spain, Latin America, Asia, Africa and North America. For the purposes of preparing the consolidated interim financial information, a group is understood to exist when the parent company has one or more subsidiaries, which are those entities that the parent company controls directly or indirectly. There have been no significant changes in the consolidation scope during the nine month period ended September 30, Changes in the consolidation scope during the nine month period ended September 30, 2013, are as follows: The following subsidiaries companies have been incorporated: Isolux Ingeniería Steling & Wilson, Consorcio Isolux- Tradeco-Tampa, Corsán-Corviam Asia Projects, S.R.L., Infrainter Infraestructuras Internacionales. Change of control in Isolux Corsan Aparcamientos, S.A. and its subsidiaries (Note 12). On March 11, 2013, the subsidiary T-Solar Global, S.A., which manufactures photovoltaic solar panels, filed for voluntary administration and, as a result, was assigned an administrator by the courts. The Group considers that it has lost control of this subsidiary and removed it from the scope of consolidation during the three month period ended March 31, This has not had a significant impact on the Group s equity and financial situation. In addition, the operations relating to the subsidiary whilst it formed part of the consolidation scope have been classified as Discontinuing operations. On December 17, 2004, the Company was incorporated which, following several name changes, is now named Grupo Isolux Corsán, S.A. The Company is the parent of a group that is continuing the activities of Grupo Isolux Wat. The latter group gained broad experience in the Spanish market and was engaged mainly in engineering. At the beginning of 2005 it merged with the Corsán Corviam Group, which was also reputable and engaged mainly in construction. Grupo Isolux Corsán is the result of the 2005 merger. Grupo Isolux Corsán, S.A. s registered office is at Caballero Andante 8 Street, Madrid, Spain. The Company is registered in the Madrid Mercantile Register, volume 20,745, book 0, section 8, sheet 194; page M , entry 11. The latest adaptation and rewording of its bylaws is entered in volume 20,745, book 0, section 8, sheet 189, and page M , entry 7. Grupo Isolux Corsán, S.A. does business in Spain and abroad, mainly consisting of the following activities (carried on by the Company itself or its subsidiaries): Engineering studies, industrial assembly and manufacture of the necessary components, integrated facilities and construction. Manufacture, sale and representation of electrical, electronic, electromechanical, computer and industrial products, machinery and equipment. Rendering of all types of consultancy, audit, inspection, metering, analysis, report, research and development services; project design, planning, supply, execution and assembly; project and site management and supervision; tests, trials, commissioning, control and evaluation; repair and maintenance services in integrated facilities; electrical and electronic facilities, air conditioning and aeration systems; sanitary fluid and gas systems; elevators and freight elevators; fire protection and detection systems; hydraulic systems, information systems, mechanical and industrial systems; communications, energy, environment; and energy lines, substations and power plants. Integrated construction, repair, conservation and maintenance of all kinds of construction and all kinds of installation and fitting work. Purchase, sale, lease and operation by any means of real property or real property rights. Holding, management and administration of securities and equity interests in any entity. 9

10 The Group mainly operates through the following business lines: EPC (Engineering, Procurement and Construction), related mainly to the construction and engineering projects under turnkey contracts in the following businesses. Energy, Infrastructure and Transmission & Distribution. Concessions: - Through Isolux Infrastructures the Group holds infrastructure concessions of motorways, high-voltage transmission lines, and solar-photovoltaic energy plants. - Infrastructure concessions of car parks. This condensed consolidated interim financial information has not been audited. 2. Basis of preparation This consolidated interim financial information for the nine month period ended September 30, 2014 has been prepared in accordance with IFRS-EU. Cash flow for the three months period ended September 30, is presented condensed as for the Notes Offering Memorandum information (see Note 11). This interim financial information is prepared solely to update the content of the most recent consolidated annual accounts prepared by the Group, placing special emphasis in those activities, facts and circumstances arising during the nine month period they refer to, thus no duplicating the information previously reported in the consolidated annual accounts for Hence, consolidated interim financial information does not include all the information required by those IFRSs adopted by the European Union for complete consolidated financial statements. The consolidated interim financial information should be read in conjunction with the Group s consolidated annual accounts for the year ended as of December 31, 2013, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU). This interim financial information has been derived from the accounting records of Grupo Isolux Corsán, S.A. and all companies considered to be within the scope of consolidation; it includes those adjustments and reclassifications required to standardize the accounting and disclosure principles as adopted by Group companies (based on local standards) with those applied by Grupo Isolux Corsán, S.A. The amounts contained in this interim financial information are expressed in thousands of euro, unless otherwise stated. The information contained in these consolidated interim financial information relating to the third quarter of 2013 and the three month period comprised between July 1 and September 30 of 2013 (hereafter third quarter) is presented solely for comparison purposes. As described in note 3, the Group is applying IFRS 11 from January 1, The consolidated interim financial information relating to the first half of 2013 and the three month period comprised between July 1 and September 30 of 2013 has been recast to give effect to the application of IFRS 11 solely for comparative purposes. The consolidated interim financial information relating to the December 31, 2013 has been likewise recast. This consolidated interim financial information was prepared by Group Management on November 25 th,

11 2.1. Seasonality of operations Based on the activities performed by Group companies, transactions carried out do not have a significant seasonal or cyclical component. For such reason, no specific breakdowns relating to the twelve-month periods ended September 30, 2014 and 2013 have been included in the notes to this condensed consolidated interim financial information. 3. Accounting policies The accounting policies adopted in the preparation of these consolidated interim financial information are consistent with those applied in the preparation of the consolidated annual accounts for the financial year ended December 31, 2013, which are described in Note 2 of the notes to those annual accounts. During the first half year of 2014, the Group applied the following new standards that are effective as from January 1, The main impact comes from the application of IFRS 11 to the consolidation of a significant part of the Concessions business which has been accounted under the equity method instead of the proportionate method as was applied in year The impacts on the headings of the consolidated balance sheet are as follows: December 31, 2013 (*) New standards Effect January 1, 2014 (After New standards Effect) Non-current assets Property, plant and equipment 126, ,648 Goodwill 511,099 (33,982) 477,117 Intangible assets 26,727-26,727 Investment property Concessionary assets assigned to projects 2,736,017 (2,725,550) 10,467 Other non-current assets assigned to projects 1,370,731 (1,235,683) 135,048 Investments in associates - 827, ,820 Financial investments 10,446-10,446 Trade and other receivables 62,401 32,062 94,463 Deferred income tax assets 341,214 (85,010) 256,204 Derivative financial instruments ,185,283 (3,220,343) 1,964,940 Current assets Inventories 206,601 (31) 206,570 Trade and other receivables 1,918,670 (261,188) 1,657,482 Derivative financial instruments 3,018 (292) 2,726 Financial assets at fair value through profit or loss 8,499 (705) 7,794 Cash and cash equivalents 420,652 (179,210) 241,442 Non-current assets held for sale 657, ,492 3,214,932 (441,426) 2,773,506 TOTAL ASSETS 8,400,215 (3,661,769) 4,738,446 (*) As reported in the Consolidated Annual Accounts 11

12 December 31, 2013(*) New standards Effect January 1, 2014 (After New standards Effect) EQUITY Equity attributable to owners of the parent company Share capital 18,017-18,017 Share Premium 526, ,237 Legal reserve 15,280-15,280 Hedging reserve (47,625) - (47,625) Cumulative translation differences (179,216) - (179,216) Retained earnings 92,866-92, , ,559 Non-controlling interests 129,690 (132,001) (2,311) Total equity 555,249 (132,001) 423,248 LIABILITIES Non-current liabilities Borrowings 918, ,478 Project finance 2,530,490 (2,338,387) 192,103 Derivative financial instruments 105,184 (83,883) 21,301 Deferred income tax liabilities 177,279 (153,100) 24,179 Provisions for other liabilities and charges 57,465 (11,414) 46,051 Other payables 467,820 (412,991) 54,829 4,256,716 (2,999,775) 1,256,941 Current liabilities Borrowings 406, ,854 Project finance 299,990 (289,247) 10,743 Trade and other payables 2,415,165 (224,114) 2,191,051 Current income tax liabilities 21,033 (248) 20,785 Derivative financial instruments 27,086 (16,362) 10,724 Provisions for other liabilities and charges 57,552 (22) 57,530 Liabilities held for sale 360, ,570 3,588,250 (529,993) 3,058,257 Total liabilities 7,844,966 (3,529,768) 4,315,198 TOTAL EQUITY AND LIABILITIES 8,400,215 (3,661,769) 4,738,446 (*) As reported in the Consolidated Annual Accounts In addition there are standards and interpretations approved by the International Accounting Standards Board (IASB) that will be effective in the following financial year or that have not yet been adopted by the European Union. As described in Note 2 of the consolidated annual accounts, the Group is currently in the process of evaluating the impact on its consolidated financial statements of the application of such standards and amendments. 12

13 4. Segmental information 4.1 Information by activities As described in Note 1 of this consolidated interim financial information and based on the information reviewed by the Management Committee, the Group carries out its activity mainly through two operating segments, as detailed below: EPC Concessions Other, Corporate and Consolidation Adjustments includes Corporate overheads and non-core business such as the operation of a biodiesel plant and Real Estate business. Following the internal restructuring process started the previous year, in 2014 the Group has taken the decision to disclose its business activities grouped within the EPC Segment, which in the previous periods were disclosed under the EPC segment as Infrastructure and Industrial Activities and Energy, due to these activities have similar economic characteristics. The EPC segment obtains its revenues mainly from the rendering of construction services, whereas the Concessions segment earns its revenues by rendering the related service according to the relevant concession agreement. Revenues generated between segments mainly arise from construction services rendered by Infrastructures and Industrial Activities and Energy to the rest of the Group s segments. These transactions are carried out under market conditions and are analyzed by the Management Committee. In addition, the Management Committee performs detailed analyses concerning the main geographical areas in which the Group operates; these areas are principally Spain, Latin America (mainly Mexico, Brazil and Argentina), Asia (mainly India), and others (mainly activities carried out in the USA and African countries, such as Angola or Algeria). As described in Note 3, the Group has applied new standards since 2014 (and has modified prior period information for comparison purposes), the most noteworthy of which is IFRS 11 due to its significant impact on consolidated information. This impact has basically resulted from the application of consolidation by the equity method instead of the proportionate consolidation method in relation to the subgroups headed by Isolux Infrastructure Netherlands, B.V. and Isolux Corsan Aparcamientos, S.A. (see Note 12), which represent a significant part of the concession business. In order to measure its business performance, Group Management uses financial information which is still based on the application of the proportionate consolidation method; on the basis that it gives more detailed and precise information for a better understanding of the concession segment development. The tables below include the column "Adjustment due to change in consolidation method" for the purpose of reconciling segment information with the data included in the consolidated interim income statement. The operating segments performance is assessed by the Management Committee based on the evaluation of each segment s operating results. Financial income and expenses are analysed at the level of each individual segment to assess their net impact on the line item Net financial result. A detailed analysis is carried out by the Treasury Department, which manages the Group s cash position. Income tax is analysed at a Group level by the Management Committee, and for this reason, income taxes are not allocated to each individual segment. Segment-information related to income statement presented to the Management Committee for the nine month period ended September 30, 2014 and 2013 is as follows: 13

14 September 30, 2014 EPC Concessions Other, Corporate and Consolidation Adjustments Sub-Total Adjustment due to change in consolidation method Total Consolidated Segment s ordinary revenue 1,540, ,595 21,176 2,008,539 (459,670) 1,548,869 Own work capitalized Other operating income and change 12, ,412 (8,177) 4,235 in inventories Total operating income 1,553, ,595 21,410 2,021,061 (467,847) 1,553,214 Other operating expenses (1,349,814) (179,322) (39,681) (1,568,817) 201,868 (1,366,949) Gross operating result (EBITDA) (*) 203, ,273 (18,271) 452,244 (265,979) 186,265 Depreciation, amortization and (15,226) (64,146) (20,514) (99,886) 65,205 (34,681) impairment losses Change in trade provisions (10,162) 99 (25,299) (35,362) - (35,362) Operating result 177, ,226 (64,084) 316,996 (200,774) 116,222 Net financial results (17,082) (189,377) (120,034) (326,493) 168,812 (157,681) Share of profit /(loss) of ,631 21,631 investments accounted for the equity method Profit /(loss) before income tax 160,772 13,849 (184,118) (9,497) (10,331) (19,828) Income tax - - (2,682) (2,682) 11,070 8,388 Results for the period from 160,772 13,849 (186,800) (12,179) 739 (11,440) continuing operations Results for the period from - - (8,101) (8,101) - (8,101) discontinued operations Results for the period 160,772 13,849 (194,901) (20,280) 739 (19,541) Attributable to: - Owners of the parent (16,806) - (16,806) - Non-controlling interests (3,474) 739 (2,735) September 30, 2013 EPC Concessions Other, Corporate and Consolidation Adjustments Sub-Total Adjustment due to change in consolidation method Total Consolidated Segment s ordinary revenue 1,662, , ,043,736 (253,161) 1,790,575 Own work capitalized 135, ,174 (118,524) 16,650 Other operating income and change in inventories 16,428 9,200 (192) 25,436 (10,709) 14,727 Total operating income 1,813, , ,204,346 (382,394) 1,821,952 Other operating expenses (1,595,140) (176,243) (42,400) (1,813,783) 167,041 (1,646,742) Gross operating result (EBITDA) (*) 218, ,899 (41,928) 390,563 (215,353) 175,210 Depreciation, amortization and impairment losses (12,835) (58,999) (16,381) (88,215) 59,443 (28,772) Change in trade provisions (2,620) (16,000) 1 (18,619) - (18,619) Operating result 203, ,900 (58,308) 283,729 (155,910) 127,819 Net financial results (10,480) (189,688) (63,533) (263,701) 144,309 (119,392) Share of profit /(loss) of investments accounted for the equity method (4,600) (4,600) Profit /(loss) before income tax 192,657 (50,788) (121,841) 20,028 (16,201) 3,827 Income tax - - (4,572) (4,572) 5, Results for the period from continuing operations 192,657 (50,788) (126,413) 15,456 (11,102) 4,354 Results for the period from discontinued operations - - (9,559) (9,559) - (9,559) Results for the period 192,657 (50,788) (135,972) 5,897 (11,102) (5,205) Attributable to: - Owners of the parent 5,084-5,084 - Non-controlling interests 813 (11,102) (10,289) (*) EBITDA are the results for the period from continuing operations before Net financial results, Share of profit / (loss) of investments accounted for the equity method, Change in trade provisions, Income tax, and Depreciation, amortization and impairment losses. 14

15 During the nine month period ended on September 30, 2014 and 2013 there is no ordinary revenue from transactions carried out with a single customer representing more than 10% of the Group. Segment-information related to balance sheet presented to the Management Committee as of September 30, 2014 and December 31, 2013 is as follows: September 2014 EPC Concessions Other, Corporate and Consolidation Adjustments Sub-Total Adjustment due to change in consolidation method Total Consolidated ASSETS Property, plant and equipment 83,390-30, , ,461 Goodwill 479,056 32, ,944 (32,888) 479,056 Intangible assets 14,817-10,017 24,834-24,834 Concessionary assets assigned to projects 8,897 3,368,128-3,377,025 (3,368,128) 8,897 Other non-current assets assigned to projects - 1,284, ,882 1,411,059 (1,284,177) 126,882 Investments in associates and joint ventures , ,119 Financial investments 1,109-9,328 10,437-10,437 Trade and other receivables 21,347 92,394 32, ,990 (41,501) 104,489 Deferred income tax assets 85, , , ,620 (117,751) 270,869 Non-current assets 694,420 4,895, ,612 5,983,370 (3,863,326) 2,120,044 Inventories 160,394 7,508 99, ,719 (7,508) 260,211 Trade and other receivables 2,675, ,642 (781,249) 2,299,469 (396,421) 1,903,048 Derivative financial instruments 1, ,461-1,461 Financial assets at fair value through profit or loss 11, ,026 16,192 (103) 16,089 Cash and cash equivalents 180, ,132 62, ,017 (368,285) 246,732 Non-current assets held for sale , , ,761 Current assets 3,028, ,385 (230,381) 3,583,619 (772,317) 2,811,302 TOTAL ASSETS 3,723,035 5,680, ,231 9,566,989 (4,635,643) 4,931,346 LIABILITIES Bank borrowings and Senior Notes 51,457 7,234 1,197,844 1,256,535-1,256,535 Project finance 31,086 2,600, ,967 2,790,925 (2,567,236) 223,689 Derivative financial instruments 2, ,227 19, ,798 (133,227) 22,571 Deferred income tax liabilities 43, ,363 3, ,452 (200,999) 48,453 Provisions for other liabilities and charges 20,317 16,075 9,488 45,880 (15,805) 30,075 Other payables 2, ,819 55, ,405 (573,373) 69,032 Non-current liabilities 151,746 3,543,590 1,445,659 5,140,995 (3,490,640) 1,650,355 Bank borrowings and Senior Notes 122, , , ,545 Project finance ,074 13, ,468 (659,074) 14,394 Trade and other payables 2,445, ,183 (199,870) 2,642,425 (339,991) 2,302,434 Current income tax liabilities 9,201-1,501 (4,207) 3,493 1,499 4,992 Derivative financial instruments 8,158 16,363 4,311 28,832 (16,363) 12,469 Provisions for other liabilities and charges 72, ,214 (544) 72,670 Liabilities held for sale , , ,279 Current liabilities 2,657,778 1,072, ,825 3,887,256 (1,014,473) 2,872,783 Total liabilities 2,809,524 4,616,243 1,602,484 9,028,251 (4,505,113) 4,523,138 15

16 December 2013 EPC Concessions Other, Corporate and Consolidation Adjustments Sub-Total Adjustment due to change in consolidation method Total Consolidated ASSETS Property, plant and equipment 94,131-32, , ,648 Goodwill 477,117 33, ,099 (33,982) 477,117 Intangible assets 16,393-10,334 26,727-26,727 Concessionary assets assigned to projects 9,418 2,725,550 1,049 2,736,017 (2,725,550) 10,467 Other non-current assets assigned to projects - 1,235, ,048 1,370,731 (1,235,683) 135,048 Investments in associates and joint ventures , ,820 Financial investments 1,118-9,328 10,446-10,446 Trade and other receivables 32,563 64,810 (34,972) 62,401 32,062 94,463 Deferred income tax assets 82,847 85, , ,214 (85,010) 256,204 Non-current assets 713,587 4,145, ,369 5,185,283 (3,220,343) 1,964,940 Inventories 106, , ,601 (31) 206,570 Trade and other receivables 2,584, ,974 (996,252) 1,918,670 (261,188) 1,657,482 Derivative financial instruments 2, ,018 (292) 2,726 Financial assets at fair value through profit or loss 5, ,897 8,499 (705) 7,794 Cash and cash equivalents 231, ,284 9, ,652 (179,210) 241,442 Non-current assets held for sale - 257, , , ,492 Current assets 2,931, ,052 (485,030) 3,214,932 (441,426) 2,773,506 TOTAL ASSETS 3,645,497 4,913,379 (158,661) 8,400,215 (3,661,769) 4,738,446 LIABILITIES Bank borrowings and Senior Notes 70,949 8, , , ,478 Project finance 28,698 2,338, ,405 2,530,490 (2,338,387) 192,103 Derivative financial instruments 1,153 83,883 20, ,184 (83,883) 21,301 Deferred income tax liabilities 6, ,747 6, ,279 (153,100) 24,179 Provisions for other liabilities and charges 54,356 11,414 (8,305) 57,465 (11,414) 46,051 Other payables 61, ,063 (99,531) 467,820 (412,991) 54,829 Non-current liabilities 223,385 3,111, ,817 4,256,716 (2,999,775) 1,256,941 Bank borrowings and Senior Notes 126, , , ,854 Project finance ,247 10, ,990 (289,247) 10,743 Trade and other payables 2,327, ,028 (280,972) 2,415,165 (224,114) 2,191,051 Current income tax liabilities 16, ,088 21,033 (248) 20,785 Derivative financial instruments 10,442 16, ,086 (16,362) 10,724 Provisions for other liabilities and charges 57, ,552 (22) 57,530 Liabilities held for sale - 160, , , ,570 Current liabilities 2,537, , ,231 3,588,250 (529,993) 3,058,257 Total liabilities 2,761,140 3,947,778 1,136,048 7,844,966 (3,529,768) 4,315, Information by geographical segments Information for each geographical segment at September 30, 2014 and 2013 is presented below: September 30, 2014 Spain Latin America Asia Other Total Adjustment due to change in consolidation method Total Revenue/ sales 369,644 1,089, , ,190 2,008,539 (459,670) 1,548,869 September 30, 2013 Spain Latin America Asia Other Total Adjustment due to change in consolidation method Total Revenue/ sales 567, , , ,641 2,043,736 (253,161) 1,790,575 16

17 5. Borrowings and project finance Borrowings: The breakdown of the borrowing is as follows: 30/09/ /12/2013 Non-current Senior Notes 828,642 - Term loans 368, ,221 Credit lines 58,679 11,018 Advanced credit debts - - Finance lease liabilities ,256, ,478 Current Senior Notes 29,794 - Term loans 153, ,537 Credit lines 64, ,972 Advanced credit debts 48,221 47,238 Finance lease liabilities , ,854 Total borrowings 1,552,080 1,325,332 Virtually all borrowing, excluding Senior Notes, bear interest at Euribor rates and contracted rates are reviewed after periods which do not generally exceed nine months. The fair values of current and non-current borrowings therefore approximate their carrying amounts. The Company recognizes multiple lines of credit a number of which are classified as current liabilities, due to the fact that they generally mature on an annual basis although they include tacit renewal clauses. These credit facilities are mainly referenced to the Euribor. At September 30, 2014, the Group has available short-term facilities through credit lines, factoring and other financing facilities amounting 138 million euro (December 31, 2013: 115 million euro). At September 30, 2014 the Group issued (through its subsidiary Grupo Isolux Corsán Finance B.V) million euro of senior unsecured notes with a fixed rate of 6.625% (the Original Notes were issued on March 15, 2014 for an amount of million euro, and the Additional Notes on June 26, 2014 for an amount of million euro, all together the Notes ). These Notes mature on April 15, The proceeds obtained by the bond issuance have been used mainly to repay existing bank debt. The Notes are jointly and severally guaranteed by Grupo Isolux Corsan, S.A. and certain group subsidiaries. As of September 30, 2014 the listed price of these senior Notes was 97.29%. Term Loans mainly includes Syndicates loans, and other loans. At September 30, 2014 management understands that the ratios/covenants relating to its Terms loans have been met. At September 30, 2014 borrowings mature as indicated below: between 2-3 years between 3-4 years between 4-5 years More than 5 years between September 2014 Current 1-2 years Total Senior Notes 29, , ,436 Term loans 153,209 57,445 48, ,571 27,422 42, ,070 Credit lines 64,228 58, ,907 17

18 Advanced credit debts 48, ,221 Finance lease liabilities , ,225 48, ,632 27, ,626 1,552,080 Nominal values are deemed to approximate fair values. Project finance: The Group participates in a number of investment projects under Project finance arrangements in which, among other aspects, repayments are secured only by cash flows from the respective projects. The amounts are as follows: 30/09/ /12/ 2013 Non-current 223, ,103 Current 14,394 10,743 Total project finance 238, ,846 At September 30, 2014 project finance mature as indicated below: September 2014 Current between 1-2 years between 2-3 years between 3-4 years between 4-5 years More than 5 years Project Finance 14,394 40,727 25, ,497 34,212 4, ,083 Total 14,394 40,727 25, ,497 34,212 4, , Investments in associates and joint ventures Set out below is an analysis of investments in associates and joint ventures showing movements for the period: Opening balance 1 January 827, ,880 Business Combination (Note 13) 119,768 - Translation differences 33,409 (77,657) Distributions - (35,288) Hedging reserve (19,037) (2,178) Other equity movements and other movements (2,472) 3,134 Profit/(loss) of entities accounted for the equity method 21,631 (9,391) Closing balance September 30, 981, ,500 The main investments are related to Isolux Infrastructure Netherlands B.V. and its subsidiaries, and Isolux Corsan Aparcamientos, S.A. and its subsidiaries (the latest only for 2014). The Group s interests in the joint ventures, all of which are unlisted, are analysed below: Name Isolux Infrastructure Netherlands B.V. and its subsidiaries Isolux Corsán Aparcamientos, S.A. and its subsidiaries Country of incorporation Nature of relationship Measurement method September 2014 % on Interest Netherlands Note 1 Equity 80.77% Spain Note 2 Equity % 18

19 Note 1: Isolux Infrastructure Netherlands B.V. and its subsidiaries operates mainly through the following lines of business: Infrastructure concessions of highways. Electricity infrastructure concessions such as high-voltage transmission lines and energy transformation stations. Photovoltaic energy: generation or production of renewable energies through photovoltaic plants technology. During the nine month period ended September 30, 2014 the Group received 2.0 million euro from Isolux Infrastructure in relation to interest from a convertible loan (2013: 2.2 million euro). Note 2: Isolux Corsán Aparcamientos, S.A. and its subsidiaries operate the car park concessions business (see note 13). It should be noted that Note 5 "Segment Information" includes relevant business information about these investments, for each period disclosed. Summarized financial information for joint ventures The information set out below is for Group consolidation purposes and therefore takes into account the effects of applying the Group s ownership interests and those arising on considering the adjustments deriving from the standardization of accounting policies and the effects of consolidation for Isolux Infrastructure Netherlands, B.V. and its subsidiaries. ASSETS Non-current assets September 30, 2014 December 31, 2013 Concessionary and non-current assets assigned to projects 4,416,227 3,961,233 Other non-current assets 183,074 86,930 Current assets 4,599,301 4,048,163 Concessionary and current assets assigned to projects 79,231 75,875 Cash and cash equivalents 313, ,210 Other current assets 309, , , ,426 TOTAL ASSETS 5,301,935 4,489,589 LIABILITIES Non-current liabilities Project finance 2,451,982 2,338,387 Trade and other Non-Current liabilities 986, ,389 3,438,961 3,131,776 Current liabilities Project finance 652, ,247 Trade and other Current liabilities 347, , , ,993 TOTAL LIABILITES 4,438,586 3,661,769 TOTAL NET ASSETS 863, ,820 The above balance includes 24,827 thousand euro (2013: 33,314 thousand euro) recorded under the heading Cash and cash equivalents that are to hedge the debt service. 19

20 Trade and other Non-Current liabilities at September 30, 2014 and December 31, 2013 include: Investments in preference shares in the company acting as a holding company for the joint venture s operations in the toll road concession business in India made by Morgan Stanley Infrastructure Partner (MSIP). These investments, upon compliance with certain conditions, will be converted into ordinary shares, and have been classified as liabilities on the accompanying balance sheet in an amount of 55,343 thousand euro at September 30, 2014 (December 31,, 2013: 47,051 thousand euro). Debts Convertible into ordinary shares of Isolux Infrastructure Netherlands, B.V. as a result of the agreement with Public Sector Pension Investment Board (PSP) in June These debts will be converted into ordinary shares in June 2017 and their carrying amount its recognised as a liability on the accompanying balance sheet in the amount of 258 million euro at September 30,, 2014 (December 31,, 2013: 229 million euro). On January 29, 2008 a syndicated loan agreement was signed between a group of Banks (as Lenders) and Grupo T-Solar Global, S.A. and subsidiaries (as Borrower). At the date of preparation of these financial statements negotiations between the parties are in advanced stage to the closing of a new agreement that would consider the impact on the Borrower financial situation due to the regulatory changes that affected the renewable energies sector in Spain. The previous balance sheet at September 30, 2014 includes balances for a total amount of 404 million euro that has been classified as current liabilities that are under negotiation. nine month period ended September 30, Total operating income 465, ,394 Revenue / Sales 457, ,161 Other operating income 7,825 10,709 Own work capitalized - 118,524 Total operating expenses (264,293) (226,484) Materials consumed and other external costs (115,414) (58,466) Employee benefit expenses (17,813) (47,601) Depreciation, amortization and impairment losses (64,266) (59,443) Other operating expenses (66,800) (60,974) Operating result 200, ,910 Net financial result (168,002) (144,309) Profit /(loss) before income tax 32,951 11,601 Income tax (11,456) (5,099) Results for the period 21,495 6,502 Attributable to: Owners of the parent 22,025 (4,600) Non-controlling interests (530) 11,102 20

21 Summarized financial information for joint ventures The information set out below is for Group consolidation purposes and therefore takes into account the effects of applying the Group s ownership interests and those arising on considering the adjustments deriving from the standardization of accounting policies and the effects of consolidation for Isolux Corsan Aparcamientos, S.A. and its subsidiaries: ASSETS Non-current assets September 30, 2014 Concessionary and non-current assets assigned to projects 236,078 Other non-current assets 9,066 Current assets 245,144 Concessionary and current assets assigned to projects - Cash and cash equivalents 54,742 Other current assets 14,940 69,682 TOTAL ASSETS 314,826 LIABILITIES Non-current liabilities Project finance 115,254 Trade and other Non-Current liabilities 66, ,209 Current liabilities Project finance 6,486 Trade and other Current liabilities 8,361 14,847 TOTAL LIABILITIES 197,056 TOTAL NET ASSETS 117,770 The above balance includes 4,390 thousand euro recorded under the heading Cash and cash equivalents that are to hedge the debt service. 21

22 Period ended September 30, 2014 Total operating income 2,601 Revenue / Sales 2,249 Other operating income 352 Total operating expenses (2,780) Materials consumed and other external costs (24) Employee benefit expenses (431) Depreciation, amortization and impairment losses (939) Other operating expenses (1,386) Operating result (179) Net financial result (810) Profit /(loss) before income tax (989) Income tax 386 Results for the period (603) Attributable to: Owners of the parent (394) Non-controlling interests (209) 7. Revenue and Materials consumed and other external costs The disclosure of revenue by activity and geographical market is included in the segment information note (see Note 4). The line item Materials consumed and other external costs for the nine month periods ended at September 30, 2014 and 2013 is analysed below: Raw materials and other supplies 464, ,429 Change in inventories other than real estate inventories (11,476) 9,406 Other external costs 447, ,225 Total 900,442 1,181, Other income and expense Other operating income and expenses for the nine month periods ended at September 30, 2014 and 2013 is analysed below: Other operating income Operating government grants 1, Other operating income 2,490 14,110 Total 3,938 14,665 Other operating expense Operating leases 69,763 81,428 Other external services 139, ,364 Net impairment of accounts receivables (9,216) (10,466) Taxes 27,812 33,842 Total 227, ,168 22

23 9. Net financial results Net financial results for the nine month periods ended at September 30, 2014 and 2013 is detailed below: Interest expense and other financial expense (186,648) (162,105) Net gains/(losses) on foreign currency transactions (1,079) 7,883 Financial expenses (187,727) (154,222) Interest income and other financial income 30,046 34,830 Financial income 30,046 34,830 Net financial result Expense (157,681) (119,392) In the nine month period ended September 30, 2014, the heading Interest expense and other financial expense included 9.9 million euro related early the payment of certain bank borrowing and 2.5 million euro for the ineffectiveness of related derivatives. 10. Employee benefit expenses The breakdown of the Employee benefit expenses for the nine month periods ended at September 30, 2014 and 2013 is analysed below: Wages and salaries 189, ,352 Social Security contributions and other social charges 49,947 52, , ,514 Wages and salaries for the nine months period ending September 30, 2014 includes termination indemnities amounting to 8,701 thousand euro (September 30, 2013: 4,027 thousand euro). 11. Cash and cash equivalents Set out below is a breakdown of cash and cash equivalents: 30/09/ /12/ /09/2013 Cash at bank and on hand 190, , ,108 Short-term bank deposits and other 56,213 19,604 48, , , ,102 In addition, the amount of the cash and cash equivalents that the joint venture companies Isolux Infrastructure Netherlands, B.V. and its subsidiaries and Isolux Corsán Aparcamiento, S.A. and its subsidiaries would contribute at the consolidated Group is 368,285 thousand euro at September 30, 2014 (considering Group participation, 80.77%). "Cash and cash equivalents" in the Interim cash flow statement for the period ended on September 30, 2014, includes cash and cash equivalents by an amount of 3,730 thousand euro, which is disclosed as "Non-current assets held for sale" in the balance sheet (December 31, 2013: 10,310 thousand euro). 23

24 12. Condensed Cash flow for the three month period ended September 30. Three month period July 1 to September Cash flows from operating activities Profit /(loss) for the period before taxes 7,967 (1,402) Adjustments for non- cash items 57,027 81,405 Changes in working capital (87,655) (28,081) Taxes paid (1,909) (13,259) Net cash generated from (used in) operating activities (24,570) 38,663 Acquisition of concessionary assets and non-current assets assigned to projects (420) (5,736) Other capital expenditure, net (6,534) (4,974) Interests received and other finance income (258) (2,158) Net cash generated from (used in) investing activities (7,212) (12,868) Income/(reimbursement)of Corporate debt, net (146,824) 38,012 Income /(reimbursement) from Project finance, net 26,608 1,215 Interests paid 257,022 4,000 Other financing cash flow, net (33,485) (27,774) Net cash flows generated from (used in) financing activities 103,321 15, Business Combination Isolux Corsán Aparcamientos and subsidiaries (Car park business): During July 2014 the Group signed an agreement with several investment funds acting in a coordinated manner through Oak Hill Advisors, under which the investment funds undertook to make investment in the form of senior loans up to a total of 100 million euro. These loans will be used to make new investments in the Group s car park business which is included in the subgroup of which Isolux Corsán Aparcamientos, S.A. is the parent. The purpose of the agreement is to group existing assets together with new assets to be acquired that are already in normal levels operation, and that are expected to add value to the portfolio. The agreement contemplates sale of the whole car park business after a number of years. The agreement between the parties will stipulate how the funds will be distributed on the basis of the selling price obtained. The agreements signed concluded the parties mean that although the new investors do not have an ownership interest in these companies, key business decisions have to be taken jointly by the parties. Therefore Isolux Corsan Aparcamientos, S.A. and its subsidiaries is considered to be a joint venture. This operation has been recognised as a change of control with the application therefore of the accounting policies described in Note 2.2. to the consolidated annual accounts for 2013 have been applied. In order to allocate the acquisition cost, the estimated fair value of the assets, has been calculated on the basis of the future cash flow discount method. As a result of this change of control, there are no significant impacts on the consolidated income statement. As a result, in these consolidated interim financial information, the car park activity was excluded from the Non-current assets and related liabilities held for sale as from July, The following table summarises the consideration and provisional fair values of the assets acquired and liabilities assumed at the acquisition date: 24