Eólica del Guadiana, S.L. Abridged Financial Statements for the year ended 31 December 2011

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3 Eólica del Guadiana, S.L. Abridged Financial Statements for the year ended 31 December 2011

4 EÓLICA DEL GUADIANA, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011 Euros A S S E T S NONCURRENT ASSETS 79,547,768 78,828,721 Property, plant and equipment (Note 5) 78,035,100 78,265,392 Noncurrent financial investments 150. Other financial assets 150 Deferred tax assets (Note 13.4) 1,512, ,179 CURRENT ASSETS 6,222,035 13,168,346 Inventories 1,423 Trade and other receivables 817,558 1,364,971. Trade receivables for sales 817,558. Sundry accounts receivable 1,111. Other accounts receivable from public authorities (Note 13) 1,363,860 Current investments in Group companies and associates (Note 6) 2,543,779 10,467,163. Other financial assets 2,543,779 10,467,163 Current financial investments 2,719, ,580. Debt securities 367,207. Other financial assets (Note 8) 2,719,757 18,373 Cash and cash equivalents (Note 9) 139, ,632 TOTAL ASSETS 85,769,803 91,997,067 The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December 2011.

5 EÓLICA DEL GUADIANA, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011 Euros E Q U I T Y A N D L I A B I L I T I E S EQUITY 7,971,285 8,135,167 Shareholders' equity (Note 10) 11,500,844 9,442,068. Share capital 14,280,000 9,681,000. Legal reserve Previous years earnings (239,799) (236,403). Profit/(Loss) for the year (2,540,224) (3,396) Adjustments for changes in value (3,529,559) (1,306,901). Hedging instruments (3,529,559) (1,306,901) NONCURRENT LIABILITIES 72,203,987 58,443,736 Noncurrent liabilities (Note 12) 57,936,967 46,907,024. Bank borrowings 52,894,740 45,040,023. Derivatives (Note 7) 5,042,227 1,867,001 Noncurrent payables to Group companies and associates (Note 6) 14,267,020 11,536,712 CURRENT LIABILITIES 5,594,531 25,418,164 Current payables 2,285,548 16,105,514. Bank borrowings (Note 12) 2,285,548 14,278,514. Other financial liabilities (Note 10) 1,827,000 Current payables to Group companies and associates 814, ,879. Current payables to Group companies (Note 6) 814, ,879 Trade and other payables (Note 11) 2,494,142 9,095,771. Sundry accounts payable 976,564 19,968. Payable to suppliers Group companies and associates (Note 6) 1,414,489 9,075,803. Advances from customers 101,850. Other accounts receivable from public authorities (Note 13) 1,239 TOTAL EQUITY AND LIABILITIES 85,769,803 91,997,067 The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December

6 EÓLICA DEL GUADIANA, S.L. ABRIDGED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2011 Euros CONTINUING OPERATIONS Revenue (Note 15.1) 3,472,132 Capitalised expenses of inhouse work on assets 1,761,258 55,089,860 Procurements (Note 15.2) (1,726,532) (55,094,712) Staff costs (Note 15.4) (7,245) Other operating expenses (Note 15.3) (1,798,928) Depreciation (2,479,533) OPERATING INCOME (778,847) (4,852) Finance Income (Note 15.4) 46,853 Incorporation of finance costs and income to assets 1,373,977 1,868,254 Finance costs (Note 15.4) (4,270,872) (1,868,254) FINANCIAL RESULTS (2,850,042) PROFIT/(LOSS) BEFORE TAX (3,628,890) (4,852) Income tax (Note 13.2) 1,088,666 1,456 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING (2,540,224) (3,396) OPERATIONS PROFIT/(LOSS) FOR THE PERIOD (2,540,224) (3,396) The accompanying Notes 1 to 20 are an integral part of the abridged income statement for 2011.

7 EÓLICA DEL GUADIANA, S.L. ABRIDGED STATEMENT OF CHANGES IN EQUITY A) STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR 2011 Euros A) PROFIT/(LOSS) PER INCOME STATEMENT (2,540,224) (3,396) INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges (3,982,074) (2,159,913) VI. Tax effect 1,194, ,974 B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (2,787,452) (1,511,939) TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 806, ,911 XII. Tax effect (242,055) (87,873) C) TOTAL TRANSFERS TO PROFIT OR LOSS 564, ,038 TOTAL RECOGNISED INCOME AND EXPENSE (4,762,882) (1,310,297) The accompanying Notes 1 to 20 are an integral part of the abridged statement of changes in equity for 2011.

8 EÓLICA DEL GUADIANA, S.L. STATEMENT OF CHANGES IN EQUITY B) ABRIDGED STATEMENT OF CHANGES IN TOTAL EQUITY 2011 Euros Share capital Registered Uncalled Share premium Legal reserve Prior years profit/(losses ) Canary Islands investment reserve Interim dividend Profit/(Loss) for the year Other equity instruments Adjustments for changes in value Grants, donations or gifts and legacies received Total Beginning balance at 1 January ,681, (236,403) (3,396) (1,306,901) 8,135,167 Capital increases 4,599,000 4,599,000 Distribution of 2010 profit/(loss) Previous years earnings (3,396) 3,396 Profit/(Loss) for the year 2011 (2,540,224) (2,222,658) (4,762,882) Balance at 31 December ,280, (239,799) (2,540,224) (3,529,559) 7,971, Euros Share capital Registered Uncalled Share premium Legal reserve Prior years profit/(losses ) Canary Islands investment reserve Interim dividend Profit/(Loss) for the year Other equity instruments Adjustments for changes in value Grants, donations or gifts and legacies received Total Beginning balance at 1 January ,100, (229,221) (7,182) 1,864,464 Capital increases 7,581,000 7,581,000 Distribution of 2009 profit/(loss) Previous years earnings (7,182) 7,182 Profit/(Loss) for the year 2010 (3,396) (1,306,901) (1,310,297) Balance at 31 December ,681, (236,403) (3,396) (1,306,901) 8,135,167 The accompanying Notes 1 to 20 are an integral part of the abridged statement of changes in equity for 2011.

9 EÓLICA DEL GUADIANA, S.L. Notes to the Financial Statements for the year ended 31 December Company activities EÓLICA DEL GUADIANA, S.L. was incorporated as a limited company on 16 December 2002 and has not changed its name since its incorporation. Its registered office is currently in Huelva at calle Manuel Siurot, 26. The Company's object is: A) The positioning, construction and operation of wind farms, as well as the construction, expansion or adaptation of hydroelectric projects and, in general, research, study, construction and exploitation of facilities the purpose of which is to generate electricity with renewable resources (wind, solar, etc.) and the sale or distribution of the electricity produced to third parties. B) The preparation of any kind of engineering calculation project. C) The construction of any kind of civil engineering works, both public and private. D) The acquisition, administration, sale, general trade, exploitation of any kind, construction, promotion and development of any type of property and, in general, the performance of all types of transactions specific to real estate companies. E) The production, manufacture, sale and marketing, import and export of all types of agricultural products and electronic, electric and mechanic material and computer programs. F) Any other legal activity, related or not to the above, that the shareholders at the General Meeting resolve to undertake. These activities which compose the Company object may be wholly or partially carried on by the Company indirectly through the ownership of shares or equity interests in companies with an identical or similar company object. The wind farm through which Eólica del Guadiana operates is called Parque Eólico Montegordo. The Company does not have sufficient staff of their own or staff of this type and, therefore, it signed an agreement for the operation and maintenance of the farm with Urbaenergía, S.L. The provisional entry into service of the wind farm took place on 16 December The plant was definitively registered in the administrative registry of special regime production facilities established by Royal Decree 661/2007 on 6 April The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Energía y Recursos Ambientales, is the primary shareholder of the Company which is in turn 99.99% owned by the ACS Group company Cobra Gestión de Infraestructuras, Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows: Royal Decree 436/2004, in force from 1 April 2004 to 1 June Royal Decree 661/2007, in force from 1 June The remuneration framework supporting renewable energies under the special regime for facilities which were registered in the preassignment register at 28 January 2012 is currently regulated by this Royal Decree. This Royal Decree stipulates two tariff regimes for windpowered facilities; the market price option through a representative where upper limits ("ceilings") and lower limits ("floors") are established at the aggregate price (market price plus the premium) applicable to the sale of energy on the market; and the tariff option in which the regulated tariff is received. The facilities may choose the sale option for periods of no less than one year.

10 Likewise, Royal Decree 661/2007 recognises in its transitional provision one that wind farms, among others, which started up prior to 1 January 2008 have the right to maintain the premiums and incentives established under the previous regime (RD 436/2004, of 12 March) until 31 December 2012 in the market price sale option. In addition, Royal Decree 6/2009, of 30 April, introduces the preassignment system such that it limits the preassigned facilities to the amounts and premiums set forth in RD 661/2007, as well as for those established going forward once the objectives of the 2020 Renewable Energies Plan are reached. The objective of Royal Decree 1614/2010, of 7 December, is to modify and regulate matters related to electricity production from solar thermal and wind technologies, in a deficit control scenario. The main developments are the establishment of a limit on the equivalent operating hours entitled to a premium for solar thermal and wind power technologies, the obligation of the solar thermal energy industry to sell at a regulated tariff for the 12 months following the entry into force of the RD, or the startup of the plant, if it were subsequent thereto and a 35% reduction of the premiums for wind power technology qualifying under RD 661/2007 and for the period between the approval of the RD and 31 December On 28 January 2012, Royal DecreeLaw 1/2012 (RDL 1/2012) was published in the Official State Gazette (Boletín Oficial del Estado, BOE), taking effect on the same day, which eliminated the preassignment remuneration process and the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste. The Montegordo wind farm qualifies, as regards the remuneration framework supporting renewable energies, under the regimes established in Royal Decree 661/2007, of 25 May, which regulates the production of electricity under the special regime. The facilities owned by the Company which operate in the Spanish market qualify for the remuneration option included in article 24.1.a) through GNERA, a company which acts solely as an intermediary between the producer and the electricity market (OMEL and REE). The regulatory changes were taken into account in the Company's business plan and, in accordance with the opinion of its director, they do not substantially modify the recoverability of the investments. The business plan includes the ongoing management of the assets and the achievement of profitability within the framework of the indefinite administrative authorisation granted. 2. Basis of presentation of the financial statements 2.1) Regulatory financial reporting framework applicable to the Company These abridged financial statements were prepared by the sole director in accordance with the regulatory financial reporting framework applicable to the Company, which consists of: a) The Spanish Commercial Code and all other Spanish corporate law. b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and its industry adaptations. c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and its supplementary rules. d) All other applicable Spanish accounting legislation. 2.2) Fair presentation The abridged financial statements, which were obtained from the accounting records of EÓLICA DEL GUADIANA, S.L., are presented in accordance with Royal Decree 1514/2007 approving the Spanish National Chart of Accounts and, accordingly, present fairly the Company's equity, financial position and results of operations. These financial statements at 31 December 2011, which were formally prepared by the Company's sole director, will be submitted for approval by the shareholders at the General Meeting, and it is considered that they will be approved without any changes. The financial statements for 2010 were approved by the shareholders at the Annual General Meeting held on 25 June ) Accounting principles applied The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements for 2011 are summarised in Note 4. All obligatory accounting principles with a material impact on the abridged financial statements were applied. 2

11 2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying financial statements estimates were made by the Company's sole director in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following: The useful life of the property, plant and equipment (Note 4.1). The assessment of possible impairment losses on certain assets (Note 4.1) The fair value of certain financial instruments (Note 4.3). The recovery of deferred tax assets (Note 4.3.2). Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements. 2.5) Comparative information and matters arising from the transition to the new accounting rules The information relating to 2011 included in these notes to the financial statements is presented for comparison purposes with that relating to ) Grouping of items Certain items in the abridged balance sheet, abridged income statement and abridged statement of changes in equity are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the abridged financial statements. 2.7) Changes in accounting policies In 2011 there were no significant changes in accounting policies with respect to those applied in ) Correction of errors In the preparation of the accompanying abridged financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for Allocation of profit/(losses) The allocation of 2011 profit/(loss) proposed by the Company s sole director is as follows: 4. Accounting Policies Euros Profit/(Loss) for the year 2011 (2,540,224) Allocation of profit/(loss):. Previous years earnings (2,540,224) The principal measurement bases used by EÓLICA DEL GUADIANA, S.L. in preparing its abridged financial statements for 2011, in accordance with the Spanish National Chart of Accounts, were as follows: 4.1) Property, plant and equipment Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised. Property, plant and equipment upkeep and maintenance expenses are recognised in the income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised. 3

12 For noncurrent assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets. Inhouse work on noncurrent assets is measured at accumulated cost (external costs plus inhouse costs, determined on the basis of inhouse materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). The Company depreciates the cost of its property, plant and equipment using the straightline method over the years of estimated useful life of the assets, the detail being as follows: Years of Estimated Useful Life Construction and installation work 18 Impairment of property, plant and equipment At the end of each year, the Company performs an impairment test to determine the possible existence of impairment loss that might have reduced the recoverable amount of the assets to below their carrying amount. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cashgenerating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cashgenerating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Taking into account the performance of the wind farms and the current regulatory framework (see Notes 1 and 20) the sole director considers that there is no impairment at 31 December ) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. The Company as lessee Assets acquired under finance leases are classified based on the nature of the leased asset. A liability is recognised for the same amount, which is the lower of the fair value of the leased asset and the present value at the start of the lease of the agreed upon minimum lease payments. Lease payments are distributed between finance costs and the reduction of the liability. The same depreciation, impairment and derecognition criteria are applied to the leased assets as to assets of the same nature. Payments under operating leases are recognised as expenses in the income statement when incurred. 4

13 4.3) Financial instruments 4.3.1) Financial assets The financial assets held by the Company are classified in the following categories: a) Loans and receivables: financial assets arising from the sale of goods or the rendering of services in the ordinary course of the Company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market. Interest income is calculated in the year in which it accrues on a time proportion basis. b) Heldtomaturity (fixedincome securities): debt securities with fixed maturity and determinable payments that are traded in an active market and which the Company has the positive intention and ability to hold to the date of maturity. Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. Subsequently, loans and receivables are measured at amortised cost. The Company derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and substantially all the risks and rewards incidental to ownership of the financial asset have been transferred, such as in the case of the outright sale of assets, factoring of trade receivables in which the Company does not retain any credit or interest rate risk, sale of financial assets under an agreement to repurchase them at their fair value or the securitisation of financial assets in which the transferor does not retain any subordinated debt, provide any type of guarantee or assume any other type of risk. However, the Company does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of bill discounting, withrecourse factoring, sales of financial assets under an agreement to repurchase them at a fixed price or at the selling price plus interest and the securitisation of financial assets in which the transferor retains a subordinated interest or any other kind of guarantee that absorbs substantially all the expected losses ) Financial liabilities Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company s business and those which, not having commercial substance, cannot be classed as derivative financial instruments. Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost. Liability derivative financial instruments are measured at fair value, following the same criteria as for financial assets held for trading described in the previous section. The Company derecognises financial liabilities when the obligations giving rise to them cease to exist ) Hedging financial instruments The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging financial instruments in this connection, mainly IRS (Interest Rate Swap). In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Company verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80125% of the gain or loss on the hedged item. 5

14 In 2011 and 2010, the Company used only cash flow hedges. In hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in equity and is recognised in the income statement in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a nonfinancial asset or a nonfinancial liability, in which case the amounts recognised in equity are included in the initial cost of the asset or liability when it is acquired or assumed. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year. The fair value of the hedging financial instruments used by the Company (interest rate swaps) is calculated by discounting future settlements between fixed and floating interest rates to their present value, in line with implicit market rates, obtained from longterm interest rate swap curves. Implicit volatility is used to calculate the fair values of caps and floors using option valuation models. The derivatives arranged by the Company at 31 December 2011 met all the requirements indicated above to qualify as hedges and, therefore, the changes in the fair value of these derivative financial instruments for the year ended 31 December 2011 were recognised under Valuation adjustments in equity. 4.4) Income tax Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and prepayments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense. The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss). Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity. The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits. The Company is included in consolidated tax group no. 30/99 headed by ACS Actividades de Construcción y Servicios,, as well as VAT group no. 0194/08 headed by ACS Actividades de Construcción y Servicios, since ) Income and expense Revenue and expenses are recognised in profit or loss for the year on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes. Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer, and the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. 6

15 Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided the outcome of the transaction can be estimated reliably. Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income. 4.6) Relatedparty transactions The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company s director considers that there are no material risks in this connection that might give rise to significant liabilities in the future. 4.7) Provisions and contingencies When preparing the financial statements, the Company s sole director made a distinction between: a) Provisions: credit balances covering present obligations arising from past events, the settlement of which is likely to cause an outflow of resources, but which are uncertain as to their amount and/or timing. b) Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more future events not wholly within the Company's control. The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the abridged financial statements but rather are disclosed in the notes to the abridged financial statements, unless the possibility of an outflow in settlement is considered to be remote. Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences, recording the adjustments which arise as a result of the update of these provisions as a finance cost as it accrues. 4.8) Current/noncurrent classification Balances are classified as current and noncurrent in the accompanying balance sheet. Current balances include balances which the Company expects to sell, consume, pay or realise during its normal operating cycle. The remaining balances are classified as noncurrent. 5. Property, plant and equipment The breakdown of the balance of Cash and cash equivalents in the balance sheets at 31 December 2011 and 2010 is as follows: 7

16 2011 Euros Balance at 31/12/2010 Additions or charges for the year Transfers Disposals or reductions Balance at 31/12/2011 Cost: Property, plant and equipment in 78,265,392 2,249,241 (80,514,633) the course of construction Plant 80,514,633 80,514,633 Total cost 78,265,392 2,249,241 80,514,633 Depreciation: Plant (2,479,533) (2,479,533) Total accumulated depreciation (2,479,533) (2,479,533) Total property, plant and equipment, net ,265,392 (230,292) 78,035,100 Balance at 31/12/2009 Additions or charges for the year Euros Transfers Disposals or reductions Balance at 31/12/2010 Cost: Property, plant and equipment in the course of construction Advances on property, plant and equipment 8,650,538 12,656,740 56,958,114 12,656,740 (12,656,740) 78,265,392 Total cost 21,307,278 56,958,114 78,265,392 Total property, plant and equipment, net 21,307,278 56,958,114 78,265,392 Property, plant and equipment is comprised of equipment and facilities necessary to exploit the wind farm operated by the Company (Note 1). The transfer for the year occurred upon registration in the administrative registry of special regime production facilities on 18 August 2011, after which, the wind farm entered into service and it began to depreciate. (Note 1) The accumulated capitalised finance costs under "Buildings under the course of construction" amounted to EUR 3,443,855 and EUR 2,069,878 in 2011 and 2010, respectively. The Company takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. At 2011 and 2010 year end these risks were adequately covered. To secure compliance with the obligations arising from the financing agreement described in Note 11, the Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company. At 31 December 2011 the Company did not have any full depreciated items of property, plant and equipment. 8

17 Operating leases With respect to the land on which the wind farm described in the previous note is located, various leases were entered into which expire on 18 August At 31 December 2011, the future minimum lease payments under the aforementioned noncancellable leases are as follows: Euros 2011 Within one year 213,500 Two to five years 854,000 Over five years 5337,500 Total 6,405, Balances with Group companies and associates Noncurrent The detail of the noncurrent balances with Group companies and associates at 31 December 2011 and 2010 is as follows: 2011 Euros 2010 Euros Loans received Loans received (C) (C) Energía y Recursos Ambientales, (13,613,675) (10,883,367) Eólica FFMA 2E, S.L. (653,345) (653,345) Total (14,267,020) (11,536,712) The Company's shareholders granted the Company a subordinated loan and the lenders recognised the priority and preference of the financing agreements mentioned in Note 11 over this loan which, from the time of the wind farm's startup, accrues the same interest rate as that applied to the syndicated credit facility in the same period. The principal of the subordinated loan must be repaid in full at the final maturity date, 15 December The sole director undertakes not to demand repayment at short term. Current The detail of the current balances with Group companies and associates at 31 December 2011 and 2010 is as follows: Euros Income tax VAT Interest Payable to suppliers D/(C) D/(C) D/(C) D/(C) Energía y Recursos Ambientales, (763,713) (72,464) Urbaenergía, S.L. (1,322,305) Eólica FFMA 2E, S.L. (51,128) Centro de Control Villadiego, S.L. (19,720) Cobra Gestión de Infraestructuras, 1,449,345 ACS, Actividades de Construcción y 1,094,433 Servicios, Total 1,094,433 1,449,345 (814,841) (1,414,489) 9

18 2010 Income tax 2010 Euros VAT Interest Payable to suppliers D/(C) D/(C) D/(C) D/(C) Energía y Recursos Ambientales, (195,426) (97,117) Urbaenergía, S.L. (8,954,765) Eólica FFMA 2E, S.L. (21,453) Centro de Control Villadiego, S.L. (23,921) Cobra Gestión de Infraestructuras, 10,465,708 ACS, Actividades de Construcción y Servicios, 1,456 Total 1,456 10,465,708 (216,879) (9,075,803) 7. Derivative financial instruments The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. Within the framework of the aforementioned transactions, the Company has arranged the following interest rate swaps: Bank 2011 Notional amount Fixed rate Maturity date Caixanova 1,588, % 15/12/2023 Banco Popular 4,095, % 15/12/2023 Banco Santander 4,095, % 15/12/2023 BBVA 4,095, % 15/12/2023 The Company met the requirements described in Note 4.3 on measurement bases in order to classify the financial instruments detailed as hedges. The following table shows the fair value of these hedges at 31 December 2011 and 2010: Euros Euros 8. Financial investments Current Liabilities Liabilities B. POPULAR 1,488, ,329 CAIXA NOVA 577, ,094 SANTANDER 1,488, ,354 BBVA 1,488, ,329 Total 5,042,227 1,867,001 This heading was comprised mainly of the deposit made by the Company at Banco Bilbao Vizcaya, in relation to the debt service reserve fund amounting to EUR 2,701,384 in It also includes the deposit made at Endesa amounting to EUR 18,373 in 2011 and This debt service reserve fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11 have been settled. 10

19 9. Cash and cash equivalents The breakdown of the balance of Cash and cash equivalents in the balance sheets at 31 December 2011 and 2010 is as follows: Cash at banks 139, ,632 TOTAL 139, ,581 At 2011 and 2010 year end, the entire balance of "Cash and cash equivalents" is unrestricted. 10. Equity and shareholders equity 10.1) Share capital The share capital at 2011 and 2010 year end was EUR 14,280,000 and EUR 9,681,000, respectively, divided into equal, fully subscribed and paid shares of par value EUR 680 each. The detail of the shareholders at 31 December 2011 is as follows: Energía y Recursos Ambientales, % Ownership Shares Ownership amount in euros ,900 12,852,000 Eólica FFMA 2E, S.L ,100 1,428,000 Total ,000 14,280,000 On 23 February 2011, the Company's shareholders approved three capital increases to be carried out by increasing the par value of each of the 21,000 shares by EUR 360 for a total of EUR 7,561,000. Thus, the share value stood at EUR 548 and the share capital at EUR 11,508,000, and both shareholders retained their percentage of ownership. These capital increases were fully paid upon registration in the Mercantile Registry of Madrid on 13 September On 23 November 2011, the Company's shareholders approved a capital increase to be carried out by increasing the par value of each of the 21,000 shares by EUR 132 for a total of EUR 2,772,000. Thus, the share value stood at EUR 680 and the share capital at EUR 14,280,000, and both shareholders retained their percentage of ownership. This capital increase was fully paid upon registration in the Mercantile Registry of Madrid on 12 January ) Legal reserve Under article 274 of the Consolidated Spanish Corporate Enterprises Law, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve cannot be distributed to shareholders except in the event of liquidation. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose. 11. Trade and other payables The detail of Trade and other payables at 2010 and 2009 year end is as follows: 11

20 2011 EQUITY AND LIABILITIES Euros 2011 Sundry accounts payable Payable to suppliers Group companies and associates (Note 6) Advances from customers Other accounts receivable from public authorities (Note 13.1) 976,565 1,414, ,850 1,238 2,494, EQUITY AND LIABILITIES Euros 2010 Sundry accounts payable Payable to suppliers Group companies and associates (Note 6) 19,968 9,075,803 9,095,771 Deferred payment to suppliers for commercial transactions In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, for these first financial statements prepared since the entry into force of the aforementioned law on 31 December 2011, there were balances payable to suppliers that were past due by more than the maximum legal payment period amounting to EUR 396,618. This balance relates to suppliers which, due to their nature, are trade payables to suppliers of goods and services, such that the information includes data relating to Current liabilities Payable to suppliers Group companies and Current liabilities Sundry accounts payable in the balance sheet. The maximum legal payment period applicable to the Company according to Law 3/2004, of 29 December, establishing measures combating late payment in commercial transactions and in accordance with the transitional provisions established in Law 15/2010, of 5 July, is 85 days between the entry into force of the law until 31 December The following table includes the volume of payments made during the year and the volume of payments made during the period established under the law. 12. Noncurrent and current payables Payments made and payable at the closing date of the balance sheet 31/12/2011 Amount % Within maximum legal period 5,697, % Other 9,144, % Total payments in the year 14,842, % Deferred payments which at year end exceed the maximum period 396, % 12.1) Noncurrent financial liabilities The detail of Noncurrent liabilities at 2011 and 2010 year end is as follows: 12

21 Classes Noncurrent financial instruments 2011 Categories Bank borrowings Derivatives and other Total Accounts payable 52,894,740 52,794,740 Derivatives 5,042,227 5,042,227 Total 52,894,740 5,042,227 57,936,967 Classes Noncurrent financial instruments 2010 Categories Bank borrowings Derivatives and other Total Accounts payable 45,040,023 45,040,023 Derivatives 1,867,001 1,867,001 Total 45,040,023 1,867,001 46,907,024 On 16 February 2010, the Company entered into a financing agreement (syndicated credit facility) with BBVA (Agent Bank), Banco Popular Español, Banco de Santander, Caixa de Aforros de Vigo, Ourense e Pontevedra (Caixanova), Caja de Ahorros de Asturias y Monte de Piedad and Caja de Ahorros San Fernando de Huelva, Jerez y Sevilla (Cajasol) to finance the construction and startup of the wind farm. This credit facility accrues interest at a floating rate which is calculated in addition to the reference interest rate (Euribor) plus a spread of 3% from the entry into operation of the wind farm which may vary based on the annual debt service coverage ratio with a final maturity scheduled for At 31 December 2011 and 31 December 2010, "Noncurrent bank borrowings" included net debt arrangement expenses amounting to EUR 1,985,349 and 1,995,277, respectively. The Company will amortise the aforementioned expenses based on the repayment schedule of the syndicated credit facility. In 2011 the Company allocated EUR 9,928 to profit or loss, thereby complying with the repayment schedule In accordance with the financing agreement, in addition to the basic obligation to repay the principal, interest, fees and taxes, the Company undertakes to comply throughout the term of the agreement with the obligations detailed in provision 16 (grounds for termination), among which the following are included: Maintain a credit/equity ratio no greater than 32.9/67.1 per cent. Maintain the debt service coverage ratio equal to or above 1.10 throughout the term of the credit facility. The investment in the wind farm operated by the Company was financed through a project finance structure. These financing structures are applied to projects capable in their own right of providing sufficient guarantees to the participating financial institutions with regard to the repayment of the funds borrowed to finance them. The project's assets are financed, on the one hand, through a contribution of funds by the developers, which is limited to a given amount, and on the other, generally of a larger amount, through borrowed funds in the form of longterm debt. The debt servicing of these credit facilities or loans is supported mainly by the cash flows to be generated by the project in the future and by security interests in the project's assets. The syndicated credit facility shall be repaid according to the following schedule: DATE % TO BE PAID 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 13

22 DATE % TO BE PAID 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 16 June % 16 December % 12.2) Current financial liabilities The detail of Current payables at 2011 and 2010 year end is as follows: Classes Current financial instruments 2011 Categories Bank borrowings Total Accounts payable 1,583,639 1,583,639 VAT Credit facility 543, ,956 Accrued interest payable 157, ,953 Total 2,285,548 2,285,548 Classes Current financial instruments 2010 Categories Bank borrowings Total Accounts payable 1,464,707 1,464,707 VAT Credit facility 12,150,000 12,150,000 Accrued interest payable 663, ,807 Total 14,278,514 14,278,514 14

23 In addition, the Company obtained a VAT credit facility for a maximum amount of EUR 12,693,957 from La Caixa (Agent Bank), BBVA, Banco Popular Español and Banco Santander, to finance the VAT tax payable during the construction of the farm and which must be settled in full when any deposit of any amount is made into the VAT account in question. This loan bears annual interest tied to Euribor plus a spread of 1.75%. In 2011 the Company amortised EUR 12,150,000 corresponding to the amounts drawn down with a charge to the VAT credit facility in 2010 and which, according to the agreement, must be amortised on 30 June of the immediately following year. 13. Tax matters 13.1) Current tax receivables and payables The detail of "Current tax receivables and payables" in the abridged balance sheets at 31 December 2011 and 2010 is as follows: ASSETS Euros 2011 Euros 2010 VAT refundable, not yet deducted Personal income tax withholdings 1,363, ,363,860 EQUITY AND LIABILITIES Euros 2011 Euros 2010 Personal income tax withholdings Social Security contributions payable ,239 The Company files consolidated VAT tax returns as part of the Group to which it belongs. 13.2) Calculation of income tax Since its incorporation, the Company has filed consolidated tax returns as part of the ACS Group. For 2011 income tax expense purposes the calculations for each company in the tax group were made individually. The reconciliation of the accounting profit/(loss) for 2011 and 2010 to the corresponding taxable base amount and current income tax is as follows: 2011 Euros Total Accounting profit/(loss) for the year before tax (3,628,890) Taxable base amount (3,628,890) 2010 Euros Total Accounting profit/(loss) for the year before tax (4,852) Taxable base amount (4,852) 15

24 2011 Total Accounting profit/(loss) for the year before tax (3,628,890) Taxable base amount (3,628,890) Tax rate of 30% 1,088,666 Withholdings and prepayments Income tax payable 1,088, Total Accounting profit/(loss) for the year before tax (4,852) Taxable base amount (4,852) Tax rate of 30% 1,456 Withholdings and prepayments Income tax payable 1,456 The current income tax was recognised as an accounts receivable from ACS Actividades de Construcción y Servicios, 13.3) Income tax income The income tax income for 2011 and 2010 was calculated as follows: Euros 2011 Taxable amount multiplied by 30% 1,088,666 Total 1,088, ) Deferred tax assets Euros 2010 Taxable amount multiplied by 30% 1,456 Total 1,456 The detail of the balance recognised by company at 31 December 2011 and 2010 is as follows: Temporary differences (derivatives) 1,512, , tax asset 3,079 TOTAL 1,512, ,179 At 2011 and 2010 year end, the temporary differences relate to the tax effect of the value of the derivative hedging instrument. 16

25 13.5) Years open for review by the tax authorities and tax audits In relation to the years open for review of the various taxes applicable to the operations of EÓLICA DEL GUADIANA, S.L., there might be contingent tax liabilities which cannot be objectively quantified, since they would depend on the outcome of the tax audits of the open years beginning from 2007 (inclusive) for income tax, and from 2008 (inclusive) for all other taxes. No additional material liabilities that might have a material impact on equity are expected to arise for the Company as a result of an audit of the years open for review. The system for determining transfer prices is adequately designed with a view to complying with tax legislation. Therefore, transfer prices are adequately supported and there are no material risks in this connection. 14. Guarantee given to third parties At 31 December 2011 and 2010, EÓLICA DEL GUADIANA, S.L. had provided bank guarantees to third parties mainly for the purpose of securing certain of its normal business operations, the detail being as follows: Euros Ayamonte Municipal Council DirectorateGeneral of Energy Policy and Mines 369, , , ,000 Total 1,329,943 1,329,943 The sole director does not expect that the guarantees outstanding at 31 December 2011 will give rise to liabilities additional to those recognised in the Company's financial statements at that date. 15. Income and expense 15.1) Revenue In 2011 the Company recognised revenue of EUR 3,472,132 from sales of electricity since its startup on 16 April ) Procurements "Procurements" includes mainly the work performed by other companies for the construction of the wind farm. The main subcontractor was Energía y Recursos Ambientales, 15.3) Other operating expenses The detail of Other operating expenses in the accompanying income statements for 2011 and 2010 is as follows: Euros Item Research and development expenditure 1,617,301 Leases 280,547 37,232 Independent professional services 26,644 27,645 Insurance premiums 63,903 Banking services 15, Supplies 34, Other services 1,158,361 37,151 Taxes other than income tax 218,903 Total 1,798,927 1,719,808 17