ANNEX I GENERAL 1H HALF-YEARLY INTERIM FINANCIAL REPORT FOR 2013 CLOSE DATE I. IDENTIFICATION DETAILS Company name: Registered offices: Company Tax Code JOSE ORTEGA Y GASSET, 29 A-83941237 II. ADDITIONAL INFORMATION TO THE REGULAR INFORMATION PUBLISHED PREVIOUSLY Explanation of the main changes in relation to the regular information published previously: (to be completed only in the circumstances set out in section B) of the instructions).
III. STATEMENTS OF THE PERSONS RESPONSIBLE FOR THE INFORMATION To the best of our knowledge, the condensed financial statements attached hereto, which have been drawn up in accordance with accounting principles applicable in Spain, give a true and fair view of the assets and liabilities, financial position and earnings of the issuer or of the companies included in the consolidated group taken as a whole, and the interim management report includes a true and fair view of the information required. Observations with regard to the preceding statement(s): Person(s) who assume(s) responsibility for this information: In accordance with the powers conferred by the Board of Directors, the secretary of the Board hereby certifies that the interim financial report has been signed by the directors. Individual or Company name María Raga García Rafael Galán Mas Carlos Vivas Sotillos Aránzazu Ruíz Cotero Javier Gómez Monroy Laura Coto Obaya Position Chairman Deputy Chairman Director Director Secretary Deputy Secretary Date of signing of the interim financial report by the corresponding management body: 31/07/2013
1. INDIVIDUAL BALANCE SHEET (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) ASSETS 31/12/12 A) NON-CURRENT ASSETS 0040 1,190,400 446,470 1. Intangible assets: 0030 a) Goodwill 0031 b) Other intangible fixed assets 0032 2. Tangible fixed assets 0033 3. Investment property 0034 4. Non-current investments in group companies and associates 0035 1,190,400 446,470 5. Non-current investments 0036 6. Deferred tax assets 0037 7. Other non-current assets 0038 B) CURRENT ASSETS 0085 1,071,031 1,417,882 1. Non-current assets held for sale 0050 2. Inventories 0055 3. Trade and other receivables: 0060 4,529 13 a) Trade receivables from clients for sales of goods or provision of services 0061 b) Other receivables 0062 4,394 13 c) Current tax assets 0063 135 4. Current investments in group companies and associates 0064 1,055,885 1,406,661 5. Current investments 0070 9,000 6. Prepayments for current assets 0071 14 7. Cash and cash equivalents 0072 1,603 11,208 TOTAL ASSETS (A + B) 0100 2,261,431 1,864,352 EQUITY AND LIABILITIES 31/12/12 A) EQUITY (A.1 + A.2 + A.3) 0195 7,915 7,555 A.1) OWN FUNDS 0180 7,915 7,555 1. Capital: 0171 100 100 a) Registered capital 0161 100 100 b) Less: uncalled capital 0162 2. Share premium 0172 3. Reserves 0173 7,455 7,450 4 Less: Own shares and equity holdings 0174 5. Retained earnings 0178 6. Other equity holder contributions 0179 7. Profit/(loss) for the period 0175 360 5 8 Less: Interim dividend 0176 9. Other equity instruments 0177 A.2) VALUATION ADJUSTMENTS 0188 1 Available-for-sale financial assets 0181 2. Hedging transactions 0182 3. Other 0183 A.3) GRANTS, DONATIONS AND BEQUESTS RECEIVED 0194 B) NON-CURRENT LIABILITIES 0120 1,191,170 446,862 1. Non-current provisions 0115 2. Non-current payables: 0116 1,191,170 391,113 a) Debt with financial institutions, bonds and other marketable securities 0131 1,191,170 391,113 b) Other financial liabilities 0132 3. Non-current debt from group companies and associates 0117 55,749 4. Deferred tax liabilities 0118 5. Other non-current liabilities 0135 6. Non-current accruals 0119 C) CURRENT LIABILITIES 0130 1,062,346 1,409,935 1. Liabilities associated with non-current assets held for sale 0121 2. Current provisions 0122 3. Current payables: 0123 1,057,825 1,214,460 a) Debt with financial institutions, bonds and other marketable securities 0133 1,057,825 1,214,460 b) Other financial liabilities 0134 4. Current debt from group companies and associates 0129 3 194,492 5. Trade and other payables: 0124 4,518 983 a) Suppliers 0125 b) Other payables 0126 4,518 983 c) Current tax liabilities 0127 6. Other current liabilities 0136 7. Current accruals 0128 TOTAL EQUITY AND LIABILITIES (A + B + C ) 0200 2,261,431 1,864,352
2. INDIVIDUAL INCOME STATEMENT (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) CURRENT (2nd HALF) PREVIOUS (2nd HALF) CURRENT PREVIOUS 30/06/12 Amount % Amount % Amount % Amount % (+) Revenue 0205 0 0 0 0 (+/-) Changes in inventories of finished goods and work in progress 0206 (+) Work carried out by the company for assets 0207 (-) Supplies 0208 (+) Other operating income 0209 (-) Personnel expenses 0217 (-) Other operating income 0210 (72) 0 (123) 0 (-) Amortisation and depreciation 0211 (+) Non-financial and other capital grants 0212 (+) Provision surpluses 0213 (+/-) Impairment and gains/(losses) on disposal 0214 of fixed assets (+/-) Other gains/losses 0215 = RESULTS FROM OPERATING ACTIVITIES 0245 (72) 0 (123) 0 (+) Finance income 0250 48,883 0 38,201 0 (-) Finance expenses 0251 (48,451) 0 (38,063) 0 (+/-) Change in fair value of financial instruments 0252 (+/-) Exchange gains/(losses) 0254 (+/-) Impairment and gains/(losses) on disposal of financial instruments 0255 = NET FINANCE INCOME/(EXPENSE) 0256 432 0 138 0 = PROFIT/(LOSS) BEFORE INCOME TAX 0265 360 0 15 0 (+/-) Income tax expense 0270 = PROFIT/(LOSS) FROM CONTINUING OPERATIONS 0280 360 0 15 0 (+/-) Profit/(loss) from discontinued operations, net of income tax 0285 = PROFIT/(LOSS) FOR THE 0300 360 0 15 0 EARNINGS PER SHARE Amount (X.XX euros) Amount (X.XX euros) Amount (X.XX euros) Amount (X.XX euros) Basic 0290 Diluted 0295 In the interim financial report for the first six months of the year, the data relating to the current period correspond to the data for the full year and therefore do not need to be completed.
3. STATEMENT OF CHANGES IN EQUITY INDIVIDUAL STATEMENT OF RECOGNISED INCOME AND EXPENSE (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) CURRENT PREVIOUS 30/06/12 A) PROFIT/(LOSS) FOR THE (from income statement) 0305 360 15 B) INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY: 0310 1. Measurement of financial instruments: 0320 a) Available-for-sale financial assets 0321 b) Other income/(expenses) 0323 2. Cash flow hedges 0330 3. Grants, donations and bequests received 0340 4. Actuarial gains and losses and other adjustments 0344 5. Other income and expense recognised directly in equity 0343 6. Tax effect 0345 C) AMOUNTS TRANSFERRED TO THE INCOME STATEMENT: 0350 1. Measurement of financial instruments: 0355 a) Available-for-sale financial assets 0356 b) Other income/(expenses) 0358 2. Cash flow hedges 0360 3. Grants, donations and bequests received 0366 4. Other income and expense recognised directly in equity 0365 5. Tax effect 0370 TOTAL RECOGNISED INCOME AND EXPENSE (A + B + C) 0400 360 15
4. INDIVIDUAL STATEMENT OF CHANGES IN EQUITY (1/2) INDIVIDUAL STATEMENT OF CHANGES IN EQUITY (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) Own funds Capital Share premium Reserves (1) Own shares and equity holdings Profit/(loss) for the period Other equity instruments Valuation adjustments Grants, donations and bequests received Total Balance at 01/01/13 3010 100 7,450 5 7,555 Adjustments for changes in criteria 3011 Adjustments for errors 3012 Adjusted balance at 3015 100 7,450 5 7,555 I. Total recognised income and expense II. Transactions with equity holders or owners 3020 360 360 3025 1. Capital increases/ (Reductions) 3026 2. Conversion of financial liabilities into equity 3. Distribution of dividends 3027 3028 4. Transactions with own shares and equity holdings (net) 3029 5. Increase/ (decrease) in equity resulting from a business combination 3030 6. Other transactions with equity holders or owners III. Other changes in equity 3032 3035 5 (5) 0 1. Payments based on equity instruments 3036 2. Transfers between equity items (net) 3. Other changes in equity Balance at 3037 5 (5) 0 3038 3040 100 7,455 360 7,915 1) The Share premium and reserves column, for the purposes of completing this statement, should include the following balance sheet equity items: 2. Share premium, 3. Reserves, Retained earnings/profits, 6. Other contributions from partners and 8. Minus: Interim dividends.
4. INDIVIDUAL STATEMENT OF CHANGES IN EQUITY (2/2) INDIVIDUAL STATEMENT OF CHANGES IN EQUITY (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) Own funds Capital Share premium and Reserves (1) Own shares and equity holdings Profit/(loss) for the period Other equity instruments Valuation adjustments Grants, donations and bequests received Total equity Balance at 01/01/2012 (comparable period Adjustments for changes in criteria 3050 100 7,244 206 7,550 3051 Adjustments for errors 3052 Adjusted balance at (comparative period) I. Total recognised income and expense II. Transactions with equity holders or owners 3055 100 7,244 206 7,550 3060 15 15 3065 1. Capital increases/ (Reductions) 3066 2. Conversion of financial liabilities into equity 3067 3. Distribution of dividends 3068 4. Transactions with own shares and equity holdings (net) 3069 5. Increase/ (decrease) in equity resulting from a business combination 3070 6. Other transactions with equity holders or owners 3072 III. Other changes in equity 3075 206 (206) 0 1. Payments based on equity instruments 3076 2. Transfers between equity items (net) 3077 206 (206) 0 3. Other changes in equity 3078 Balance at 30/06/12 (comparable period 3080 100 7,450 15 7,565 1) The Share premium and reserves column, for the purposes of completing this statement, should include the following balance sheet equity items: 2. Share premium, 3. Reserves, Retained earnings/profits, 6. Other contributions from partners and 8. Minus: Interim dividends.
5. INDIVIDUAL STATEMENT OF CASH FLOWS (PREPARED USING ACCOUNTING STANDARDS IN FORCE IN SPAIN) CURRENT PREVIOUS 30/06/12 A) CASH FLOWS FROM OPERATING ACTIVITIES (1 + 2 + 3 + 4) 0435 350,142 494,703 1. Profit/(loss) for the period before tax 0405 360 15 2. Adjustments for: 0410 0 100 (+) Amortisation and depreciation 0411 (+/-) Other adjustments (net) 0412 0 100 3. Changes in operating assets and liabilities 0415 (4,516) 37 4. Other cash flows from operating activities 0420 354,298 494,551 (-) Interest paid 0421 (+) Dividends received 0422 (+) Interest received 0423 (+/-) Income tax received (paid) 0430 (+/-) Other amounts paid (received) 0425 354,298 494,551 B) CASH FLOWS FROM INVESTING ACTIVITIES (1 + 2) 0460 (752,930) (57,229) 1. Payments for investments 0440 (752,930) (57,229) (-) Group companies and associates 0441 (752,930) (57,229) (-) Tangible, intangible fixed assets and investment property 0442 (-) Other financial assets 0443 (-) Other assets 0444 2. Proceeds from sale of investments 0450 0 (+) Group companies and associates 0451 0 (+) Tangible, intangible fixed assets and investment property 0452 (+) Other financial assets 0453 (+) Other assets 0454 C) CASH FLOWS FROM/USED IN FINANCIAL ACTIVITIES (1 + 2 + 3) 0490 393,182 (437,483) 1. Proceeds from and payments for equity instruments: 0470 (+) Issue 0471 (-) Redemption 0472 (-) Acquisition 0473 (+) Disposal 0474 (+) Grants, donations and bequests received 0475 2. Proceeds from and payments for financial liability instruments: 0480 393,182 (437,483) (+) Issue 0481 393,182 (-) Redemption and repayment 0482 (437,483) 3. Dividends and interest on other equity instruments paid 0485 D) EFFECT OF EXCHANGE RATE FLUCTUATIONS 0492 E) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (A + B + C + D) 0495 (9,606) (9) F) CASH AND CASH EQUIVALENTS AT BEGINNING OF 0499 11,208 8,737 G) CASH AND CASH EQUIVALENTS AT END OF (E+ F) 0500 1,602 8,728 CASH AND CASH EQUIVALENTS AT END OF CURRENT PREVIOUS 30/06/12 (+) Cash and banks 0550 1,602 8,728 (+) Other financial assets 0552 (-) Less: bank overdrafts repayable on demand 0553 TOTAL CASH AND CASH EQUIVALENTS AT END OF 0600 1,602 8,728
12. DIVIDENDS PAID % nominal value Euros per share (X.XX) Amount (thousands of euros) % of nominal value Euros per share (X.XX) Amount (thousands of euros) Ordinary shares 2158 Other shares (non-voting, redeemable, etc) 2159 Total dividends paid 2160 0.00 0.00 0.00 0.00 a) Dividends paid from income 2155 b) Dividends paid from reserves or share premium 2156 c) Dividends in-kind 2157 13. ISSUES, BUYBACKS AND REDEMPTIONS OF DEBT SECURITIES ISSUES MADE BY THE COMPANY (AND/OR ITS GROUP) Opening outstanding balance at 01/01/2013 (+) Issues (-) Buybacks or redemptions (+/-) Exchange rate and other adjustments Closing outstanding balance at Debt securities issued in a member State of the European Union, for which the filing of a prospectus was required 2191 1,855,813 950,000 (585,000) 28,182 2,248,995 Debt securities issued in a member State of the European Union, for which the filing of a prospectus was not required 2192 Other debt securities issued in a country that is not an EU member State 2193 TOTAL 2200 1,855,813 950,000 (585,000) 28,182 2,248,995 Opening outstanding balance at 01/01/12 (+) Issues (-) Buybacks or redemptions (+/-) Exchange rate and other adjustments Closing outstanding balance at 30/06/12 Debt securities issued in a member State of the European Union, for which the filing of a prospectus was required 4191 2,314,576 750,000 (1,050,000) (57,418) 1,977,158 Debt securities issued in a member State of the European Union, for which the filing of a prospectus was not required 4192 Other debt securities issued in a country that is not an EU member State 4193 TOTAL 4200 2,314,576 750,000 (1,050,000) (57,418) 1,977,158 UNDERWRITTEN ISSUES Issues of debt securities underwritten by the group (amount guaranteed) 2195 Opening outstanding balance at 01/01/2013 (+) Guarantees given (-) Guarantees cancelled (+/-) Exchange rate and other adjustments Closing outstanding balance at Opening outstanding balance at 01/01/12 (+) Guarantees given (-) Guarantees cancelled (+/-) Exchange rate and other adjustments Closing outstanding balance at 30/06/12 Issues of debt securities underwritten by the group (amount guaranteed) 4195
14. BREAKDOWN OF FINANCIAL INSTRUMENTS BY TYPE AND CATEGORY (1/2) FINANCIAL ASSETS: TYPE/CATEGORY Financial assets held for trading Other financial assets at FV through income statement Financial assets held for sale Loans and receivables Held-to-maturity investments Hedging derivatives Equity instruments 2061 Debt securities 2062 Derivatives 2063 Other financial assets 2064 1,190,400 Long-term/ non-current 2065 1,190,400 Equity instruments 2066 Debt securities 2067 Derivatives 2068 Other financial assets 2069 135 1,064,885 Short-term/ current 2070 135 1,064,885 TOTAL INDIVIDUAL 2075 135 2,255,285 FINANCIAL LIABILITIES: TYPE/CATEGORY Financial liabilities held for trading Other financial liabilities at FV through income statement Debts and payables Hedging derivatives Debt with financial institutions 2076 Bonds and other marketable securities 2077 1,191,170 Derivatives 207B Other financial liabilities 2079 Non-current payables / Non-current financial liabilities 2080 1,191,170 Debt with financial institutions 2081 Bonds and other marketable securities 2082 1,057,825 Derivatives 2083 Other financial liabilities 2084 4,521 Current payables / Current financial liabilities 2085 1,062,346 TOTAL INDIVIDUAL 2090 2,253,516 (Abbreviations - FV: fair value
14. BREAKDOWN OF FINANCIAL INSTRUMENTS BY TYPE AND CATEGORY (2/2) FINANCIAL ASSETS: TYPE/CATEGORY Financial assets held for trading Other financial assets at FV through income statement Financial assets held for sale Loans and receivables Held-to-maturity investments Hedging derivatives Equity instruments 5061 Debt securities 5062 0 0 0 Derivatives 5063 Other financial assets 5064 446,470 Long-term/ non-current 5065 0 0 446,470 Equity instruments 5066 Debt securities 5067 Derivatives 5068 Other financial assets 5069 1,406,661 Short-term/ current 5070 1,406,661 TOTAL INDIVIDUAL 5075 0 0 1,853,131 FINANCIAL LIABILITIES: TYPE/CATEGORY Financial liabilities held for trading Other financial assets at FV through income statement Debts and payables Hedging derivatives Debt with financial institutions 5076 Bonds and other marketable securities 5077 446,861 Derivatives 5078 Other financial liabilities 5079 Non-current payables / Non-current financial liabilities 5080 446,861 Debt with financial institutions 5081 Bonds and other marketable securities 5082 1,408,952 Derivatives 5083 Other financial liabilities 5084 983 Current payables / Current financial liabilities 5085 1,409,935 TOTAL INDIVIDUAL 5090 1.856.796 (Abbreviations - FV: fair value
15. SEGMENT REPORTING Table1: Breakdown of net revenues by region GEOGRAPHICAL REGION INDIVIDUAL Spain 2210 0 0 Exports: 2215 a) European Union 2216 b) OECD countries 2217 c) Other countries 221B TOTAL 2220 0 0 16. AVERAGE HEADCOUNT INDIVIDUAL AVERAGE HEADCOUNT 2295 0 0 Male 2296 0 0 Female 2297 0 0 17. REMUNERATION PAID TO DIRECTORS AND SENIOR EXECUTIVES DIRECTORS: Amount (thousands euros) Item: Fixed remuneration 2310 0 0 Variable remuneration 2311 0 0 Attendance fees 2312 0 0 By-law mandated remuneration 2313 0 0 Options on shares and/or other financial instruments 2314 0 0 Others 2315 0 0 TOTAL 2320 0 0 Other benefits: Advances 2326 0 0 Loans granted 2327 0 0 Pension funds and plans: Contributions 2328 0 0 Pension funds and plans: Contracted obligations 2329 0 0 Life insurance premiums 2330 0 0 Guarantees granted to Directors 2331 0 0 Amount (thousands euros) EXECUTIVES: Total remuneration paid to executives 2325 0 0
18. RELATED-PARTY TRANSACTIONS (1/2) RELATED-PARTY TRANSACTIONS EXPENSE AND INCOME: Significant Group employees, Other related shareholders Directors and executives companies parties Total and entities 1) Finance expenses 2340 72 72 2) Management and cooperation contracts 2341 33 33 3) R&D transfers and licence agreements 2342 4) Leases 2343 5) Receipt of services 2344 6) Purchase of goods (finished or in progress) 2345 7) Value adjustments for bad or doubtful debts 2346 8) Losses on retirement or disposal of assets 2347 9) Other expenses 2348 EXPENSES (1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9) 2350 105 105 10) Finance income 2351 48,883 48,883 11) Management and cooperation contracts 2352 12) R&D transfers and licence agreements 2353 13) Dividends received 2354 14) Leases 2355 15) Provision of services 2356 16) Sale of goods (finished or in progress) 2357 17) Gains on retirement or disposal of assets 2358 18) Other income 2359 INCOME (10 + 11 + 12 + 13 + 14 + 15 + 16 + 17 + 18) 2360 48.883 48.883 OTHER TRANSACTIONS: Purchase of tangible fixed, intangible and other assets 2371 Significant shareholders Directors and executives Group employees, companies and entities Other related parties Total Financing agreements: loans and capital contributions (lender) 2372 Financial leasing arrangements (lessor) 2373 Repayment or cancellation of loans and leasing arrangements (lessor) 2377 Sale of tangible, intangible and other assets 2374 Finance agreements, loans and capital contributions (borrower) 2375 Financial leasing arrangements (lessee) 2376 Repayment or cancellation of loans and leasing arrangements (lessee) 2378 Bonds and guarantees given 2381 Bonds and guarantees received 2382 339,943 339,943 Commitments assumed 2383 Commitments/Guarantees cancelled 2384 Dividends and other distributed earnings 2386 Other transactions 2385
18. RELATED-PARTY TRANSACTIONS (2/2) RELATED-PARTY TRANSACTIONS EXPENSE AND INCOME: Significant shareholders Directors and executives Group employees, companies and entities Other related parties Total 1) Finance expenses 6340 72 72 2) Management and cooperation contracts 6341 27 27 3) R&D transfers and licence agreements 6342 4) Leases 6343 5) Receipt of services 6344 6) Purchase of goods (finished or in progress) 6345 7) Value adjustments for bad or doubtful debts 6346 8) Losses on retirement or disposal of assets 6347 9) Other expenses 6348 EXPENSES (1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9) 6350 99 99 10) Finance income 6351 38,201 38,201 11) Management and cooperation contracts 6352 12) R&D transfers and licence agreements 6353 13) Dividends received 6354 14) Leases 6355 15) Provision of services 6356 16) Sale of goods (finished or in progress) 6357 17) Gains on retirement or disposal of assets 6358 18) Other income 6359 INCOME (10 + 11 + 12 + 13 + 14 + 15 + 16 + 17 + 18) 6360 38.201 38.201 OTHER TRANSACTIONS: Significant shareholders Directors and executives Group employees, companies and entities Other related parties Total Purchase of tangible, intangible and other assets 6371 Financing agreements: loans and capital contributions (lender) 6372 Financial leasing arrangements (lessor) 6373 Repayment or cancellation of loans and leasing arrangements (lessor) 6377 Sale of tangible, intangible and other assets 6374 Finance agreements, loans and capital contributions (borrower) 6375 Financial leasing arrangements (lessee) 6376 Repayment or cancellation of loans and leasing arrangements (lessee) 6378 Bonds and guarantees given 6381 Bonds and guarantees received 6382 428,053 428,053 Commitments assumed 6383 Commitments/Guarantees cancelled 6384 Dividends and other distributed earnings 6386 Other transactions 6385
V. EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS/CONDENSED INTERIM FINANCIAL STATEMENTS (1) Explanatory notes to the financial statements: This section shall include Explanatory notes to the interim financial statements and to the rest of the selected financial information in Chapter IV of this form, and shall contain, at least, the breakdowns of the minimum information required in the instructions to draw up the half-year financial report. (2) Condensed financial statements: (2.1) Issuers that prepare consolidated interim financial statements: If the consolidated financial statement forms of sections 6, 7, 8, 9 and 10.A or 10 B. of Chapter IV Selected Financial Information do not comply with the requirements established by adopted international accounting standards applicable to the interim financial information; or if the issuer voluntarily draws up consolidated interim financial statements including its own forms of financial statement summaries, the consolidated interim financial statements shall be attached in this chapter and shall at least contain all the minimum breakdowns required by adopted international accounting standards applicable to the interim financial information, notwithstanding the additional obligation to complete the selected financial information in Chapter IV. (2.2) Issuers that do not prepare consolidated interim financial statements: In the exceptional case that the individual financial statement forms of sections 1, 2, 3, 4 and 5 of Chapter IV 'Selected Financial Information' do not comply with the requirements established by article 13 of Royal Decree 1362/2007; or if the issuer voluntarily draws up individual interim financial statements including its own forms of financial statement summaries, the individual condensed interim financial statements containing at least the minimum breakdowns required by section C.2.1) of the instructions of this form shall be attached in this chapter, notwithstanding the additional obligation to complete the information contained in the selected financial information in Chapter IV.
VI. INTERIM MANAGEMENT REPORT
VI. AUDITOR'S REPORT This report has not been audited