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Ferrovial N.V. Q4 FY2025 Earnings Call

Ferrovial N.V. (FER)

Earnings Call FY2025 Q4 Call date: 2025-12-31 Concluded
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Transcript

Speaker 0

Good afternoon, everybody. This is Silvia Ruiz speaking, and I would like to welcome you to Ferrovial's conference call to discuss the financial results for the full year of 2025. I'm joined here today by our Chairman, Rafael del Pino; our CEO, Ignacio Madridejos; and our CFO, Ernesto Lopez Mozo. Just as a reminder, both the results report and the presentation are available on our website since yesterday evening after the U.S. market was closed. At the end of the presentation, there will be a Q&A session run by our CEO and our CFO. Before starting, please take a moment to look at the safe harbor statement included in the presentation. And please bear in mind that the presentation contains forward-looking statements and expectations that are subject to certain risks and uncertainties, so actual figures may differ. Other than as required by law, the company assumes no obligation to update forward-looking statements. During this call, we will discuss non-IFRS financial measures, which are defined and reconciled to the most comparable IFRS measures in our results report. With all this, I will hand over to Rafael. Rafael, the floor is yours.

Speaker 1

Thank you, Silvia, and good afternoon, everyone. Ferrovial delivered a robust performance across all business divisions in 2025. In Highways, our North American assets continue to deliver outstanding revenue and EBITDA growth. In Airports, we continue to make progress at New Terminal One at New York's JFK Airport, where our focus is now on operational readiness. And in Construction, all lines of business achieved an outstanding performance. On the financial side, we closed the year with a solid cash position with negative net debt, excluding infra projects of $1.3 billion. This was supported by record dividends received from our infra assets that reached EUR 968 million. In addition, we collected proceeds of EUR 533 million from the sale of AGS and EUR 539 million from the divestment of a 5% stake in Heathrow Airport. These cash flows were combined with investments for growth that included the acquisition of an additional 5% stake in 407 ETR for EUR 1.3 billion as well as EUR 236 million of equity injections in NTO. At the same time, we returned to shareholders EUR 156 million in cash and repurchased shares totaling EUR 501 million. We also achieved significant milestones in 2025. We were shortlisted for the bidding of the I-285 East Express Lanes in Georgia and the I-24 Southeast Choice Lanes in Tennessee, both of which are expected to be awarded this year. And in February 2026, Ferrovial Consortium was shortlisted for the I-77 South Express Lanes Project. Following our U.S. listing in 2024, Ferrovial joined the NASDAQ-100 Index in December, a key milestone that reflects our growing presence in the North American market and the confidence investors place in our long-term strategy. In the following slide, we review some of the key figures for the year. Revenue reached EUR 9.6 billion, up 8.6% year-over-year on a like-for-like basis, driven mainly by higher revenues in highways and construction. Adjusted EBITDA stood at EUR 1.5 billion, representing a 12.2% year-over-year increase on a like-for-like basis, supported by the growing contribution from our portfolio of Managed Lanes in the U.S. and a very solid year in our construction business. The construction order book reached a new all-time high of EUR 17.4 billion with almost 50% coming from North America. Dividends from projects reached a record EUR 968 million, showing a 2.2% increase year-over-year, led by contributions from Managed Lanes and 407 ETR. As mentioned before, a solid cash position with negative net debt ex infra projects reached $1.3 billion. And finally, total shareholder return in 2025 reached an outstanding 38.6%. I will now hand it over to Ignacio, who will review Ferrovial's performance in 2025 by business division. Ignacio, the floor is yours.

Thank you, Rafael, and hello, everyone. Let me begin with an update on our strategy. Our key North American infrastructure assets, the 407 ETR and the U.S. Managed Lanes, continue to perform strongly. The 407 ETR delivered double-digit EBITDA growth, while the Managed Lanes reported revenue growth significantly above inflation. In NTO, we advanced in the construction of the New Terminal One at JFK and invested EUR 236 million in equity over the year. In terms of growth opportunities in North American highway assets, we increased our stake in 407 ETR to 48.29% showing our confidence in the long-term prospects of the Greater Toronto area and the long-term value creation of the asset. During 2025, we also made significant progress in our U.S. pipeline. We were shortlisted for I-285 East in Georgia and I-24 in Tennessee, both of which are expected to be awarded this year. Additionally, in February 2026, Ferrovial's Consortium was shortlisted for the I-77 South Express Lanes project in North Carolina with award estimated for 2027. All three are managed lanes projects in fast-growing metro regions. We are facing a record pipeline of infrastructure projects in the U.S., larger than anything we have seen before. As cities continue to expand and congestion intensifies, managed express lanes and toll-based systems have proven to be reliable and highly efficient solutions. Beyond highways, we continue to monitor opportunities across other infrastructure segments, including airports like NTO with capacity expansion needs, greenfield data centers and energy infrastructure projects. Recent examples include the development of solar photovoltaic projects in Texas and the acquisition of land plots for data center development in Spain and Poland. We remain selective when pursuing only those opportunities where our capabilities provide a clear competitive advantage and the risk-return profile aligns with our strategic priorities. Our capital allocation strategy, focused on mature assets, continues to provide flexibility to reinvest in the most attractive opportunities. Our divestments in Hydro and AGS in 2025 are good examples of this. This growth strategy will be funded by solid cash flow expected from our current portfolio in the following years, while we continue to maintain our financial discipline with a focus on delivering value creation for our shareholders. Turning to Highways. 2025 was another outstanding year for the business division, especially in North America. Highways revenue grew 13.7% like-for-like in the year, while adjusted EBITDA was up 12.2%, driven by a strong double-digit growth from our U.S. assets. In the fourth quarter, the adjusted EBITDA declined by 2.9% compared to the previous year, impacted by foreign exchange and higher bidding costs. U.S. Highways revenue grew 14.2% in like-for-like terms in 2025 compared to the previous year and adjusted EBITDA increased by 12.4% versus 2024. Dividends from our North American Highways totaled EUR 855 million in 2025, reflecting the strong growth and cash generation of these concessions. The figure is slightly below the EUR 860 million in 2024, but remember that 2024 includes the first dividend from I-77 after five years of operation, which was an extraordinary amount of EUR 205 million. Turning to the 407 ETR. The asset delivered an outstanding performance in 2025. Traffic increased by 6.1% in 2025. This growth reflects the success of targeted rush hour driving offers as well as the increase in mobility from Return To Office mandates, partially offset by unfavorable winter weather in 2025. Revenue grew 17.8% year-over-year, with toll revenue increasing 17.6%, primarily due to the higher toll rates that came into effect on January 1, 2025. Looking at fourth quarter figures, revenue per trip grew by 7.1% compared to 11.7% for the full year. This last quarter's performance was mainly due to seasonality and a softer contribution from heavy vehicles, which pay higher toll rates. In terms of EBITDA, it grew 14.2%, impacted by the Schedule 22 expense provision that was CAD 40.9 million in 2025, along with an extraordinary higher provision for lifetime expected credit losses. Looking at promotions, they work very well in incentivizing more efficient use of the road throughout 2025. These targeted offers continue to provide us valuable insights into customer behavior. We expect our focus on demand segmentation to continue enhancing value for users and maximizing EBITDA growth. Regarding dividends in 2025, the 407 ETR distributed a total of CAD 1.5 billion. Lastly, on January 1 of this year, the new toll rate and fee scheme was implemented. Moving now to our Dallas–Fort Worth Managed Lanes. In terms of traffic, the corridor remains strong, while traffic in our Managed Lanes was impacted by construction works. In terms of operating results, the three projects posted solid growth versus last year, both in terms of revenue and EBITDA despite the increase in revenue share. Remember that revenue sharing is a consequence of the overperformance of the assets. At NTE, traffic declined 4.7% compared to 2024 due to the ongoing impact from capacity improvement construction works. These works are expected to be completed by year-end except for two additional ramps that began construction last year. Despite lower traffic, revenue increased by 8.1% in 2025 and adjusted EBITDA grew by 5.5% year-over-year, including $8.1 million of revenue share in 2025. At LBJ, traffic was flat in 2025 despite the impact of construction works affecting nearby connecting highways. In the fourth quarter, traffic performance was affected by changes in the staging of adjacent projects. Revenue grew 8.6% in the year, while adjusted EBITDA grew 9.2% versus 2024. At NTE 35 West, traffic increased by 2.9% in 2025, reflecting solid demand across the corridor. When looking into the fourth quarter performance, traffic was down by 0.4%, impacted by bottlenecks at managed lane access exit points and the finalization of capacity restriction linked to construction works on competing nearby road 121. We are working to identify solutions that relieve congestion and address these bottlenecks; any implementation could take a few years. On the financial side, revenue grew a robust 14.7% year-on-year and adjusted EBITDA rose 10.6% for the year and included $26.4 million of revenue share. In all our Dallas–Fort Worth Managed Lanes, revenue per transaction increased well above the soft cap and inflation, supported by a favorable traffic mix. NTE and 35 West also benefited from a higher number of mandatory mode events. This soft cap was updated for 2026, increasing by 2.7%. Revenue per transaction grew year-on-year by 13.4% in NTE, 8.7% in LBJ and 11.6% in 35 West. Following this robust operating performance, all three Dallas–Fort Worth Managed Lanes delivered higher year-on-year dividend distributions. NTE reached $216 million, LBJ $123 million and NTE 35 West $215 million. Moving now to I-66. Traffic increased by 7.4% in the year, supported by a strong corridor growth that benefited from greater enforcement of Return To The Office policies despite worse weather conditions and the federal government shutdown in the last months of the year. Revenue per transaction grew by a healthy 13.3% in 2025. Looking at last quarter's performance, the 1.3% increase in revenue per transaction reflects a singular quarter performance, influenced by an unusual traffic mix and lower peak hour volumes, mainly due to adverse weather conditions and the temporary shutdown. We remain confident in the asset and expect future toll rates to grow above inflation based on the value for users linked to how congestion evolves in the area. Adjusted EBITDA rose an exceptional 25.7% in 2025, driven by traffic growth and higher toll rates. In 2025, I-66 distributed $165 million in dividends at the 100% level compared to $172 million in 2024 when the asset paid its first dividend distribution after two years of operation. Turning to the I-77 Managed Lanes in North Carolina. Traffic declined in both the fourth quarter and full year as the fourth quarter of 2024 traffic benefited from an exceptional uplift caused by hurricane-related alternative lane closures, together with adverse weather conditions throughout 2025. I-77 delivered a very strong revenue per transaction growth, up 24.7% year-on-year. The adjusted EBITDA grew by 16.5% in 2025, including $21 million of revenue share in 2025. I-77 distributed $52 million in dividends at the 100% level compared to $307 million in 2024, which was the first dividend distribution of the asset after five years of operation. Our North American toll road assets are located in some of the top performing regions in North America, consistently growing above the national average. Starting with Toronto, short-term economic growth may be modest given the geopolitical environment, but the long-term prospects remain solid. The Greater Toronto Area population is expected to expand 22% by 2051, and Toronto is forecast to deliver higher five-year GDP growth than both Ontario and Canada. Moving now to Dallas–Fort Worth. The region continues to show very strong economic and demographic momentum. By 2050, Dallas–Fort Worth is projected to surpass Chicago and become the third largest metropolitan area in the U.S. with more than 12 million population. The region benefits from a very diversified economy, and it remains one of the most attractive destinations for both corporations and families relocating within the U.S. Over the next five years, its GDP growth is projected to exceed the U.S. average. In Northern Virginia, the area stands out for having high household incomes. The Washington Metro area has a higher proportion of households earning above $100,000 than the U.S. average. Over the next five years, the median household income is forecast to rise by 3.2% in the Washington Metro area. Lastly, Charlotte remains one of the fastest-growing metro areas in the Southeastern United States. In 2025, we recorded the highest growth rate among the top 50 metros at 2.3% versus a national average of 0.9%. Looking ahead, the region's population is projected to increase by more than 50% by 2050, led by Mecklenburg County, where the I-77 corridor is located. Turning to our business in India. In 2025, IRB reported a decrease in revenues, showing lower construction activity following the completion of several projects as well as the one-off positive impact from a claim recorded in 2024. IRB Private InvIT continued to deliver solid performance with a year-on-year growth in revenues and EBITDA. At the same time, their Private InvIT advanced in its capital recycling strategy through the sale of three assets to the Public InvIT, enhancing portfolio optimization. During the year, IRB Private InvIT was awarded two new TOT concessions, reinforcing the company's leadership in India's toll road monetization program. Looking ahead, India remains an attractive market, supported by a strong GDP and a significant funding gap in transport infrastructure. In 2025, India's GDP grew by 7.7% year-on-year despite ongoing macroeconomic headwinds. Moving on to Airports and New Terminal One project at JFK Airport, we continue making steady progress towards operational readiness. The project keeps progressing, facing a crucial year. In terms of the schedule, the contractor has communicated an updated target completion date for the first phase of construction of fall 2026. The project reached 82% construction progress as of the end of the year. We have secured commitments from 25 airlines, including 16 executed agreements and nine letters of intent. As a reminder from previous quarters, we achieved an important milestone in July, completing the refinancing of Phase A through the issuance of a $1.4 billion long-term bond. Turning to our airport in Turkey, Dalaman delivered a steady performance despite macroeconomic headwinds and geopolitical challenges that significantly affected international traffic. In 2025, passenger numbers declined by 1.1%, yet revenue grew 3.6%, driven by better non-aerial performance. Adjusted EBITDA increased 2.5%, supported by a strong commercial performance. Ferrovial received EUR 7 million in dividends from Dalaman in 2025. Let's now turn to Construction. The division posted an outstanding year, delivering strong growth and solid profitability across all business units. Revenue reached EUR 7.7 billion, up 7.5% in like-for-like terms compared to 2024. Adjusted EBITDA was EUR 511 million, up 19.9% and adjusted EBIT totaled EUR 352 million, increasing by 24.2% like-for-like. The division delivered a 4.6% adjusted EBIT margin in 2025, above our long-term strategic target. The business performed well across all divisions. Budimex delivered a standard 9.2% adjusted EBIT margin with improvements across all segments and benefiting in the fourth quarter from one-off change orders and higher contribution from late-stage contracts with risk already fully mitigated. Webber reached a 3.2% adjusted EBIT margin. Ferrovial Construction improved to 2.4%, supported by risk reduction on later-stage projects and improved execution. Also profitability in 2025 continued to be impacted by significant design activity in bidding for projects and costs related to digitalization and IT systems. We finished 2025 with a record high order book of EUR 17.4 billion, up 10.1% like-for-like from December 2024. The composition of the order book remains very healthy. It does not reflect roughly EUR 2.5 billion in contracts that are pre-awards or pending financial close. Almost half of our order book is in our core U.S. and Canada market, which we expect will continue to support future growth. Our operating cash flow reached EUR 597 million in 2025, compared to EUR 291 million in the previous year, driven by fourth quarter working capital seasonality in Poland and Spain, together with prepayments and compensation received in the U.S. and Canada. Lastly, in terms of outlook for the division, we maintain our average long-term target of 3.5% adjusted EBIT margin. Now Ernesto will continue with main financial information.

Thanks Ignacio. I'll now cover the main lines of the P&L statement. As you have seen in the previous slides, adjusted EBITDA has grown on the back of U.S. highways and construction operational performance. The EBITDA figure also includes other businesses like waste treatment in the U.K. In the fourth quarter, an agreement was reached to exit the Isle of Wight waste treatment contract by the end of March 2026. This agreement had no additional impact on the P&L beyond what had already been recognized in the first nine months. As we have mentioned in past calls, we aim to fully exit the business in due course. Depreciation has increased due to higher traffic than expected on I-66 and replacement CapEx being brought forward in the Dallas–Fort Worth Express Lanes. The disposals and impairments in 2025 relate mainly to the sale of AGS. During 2024, we had the impact of the sale of 19.75% of Heathrow. Financial results for infrastructure projects show a slight increase in expense versus the previous year due to increased debt in highways along 2024 and lower cash remunerations on lower average cash balances, partially mitigated by U.S. dollar depreciation. Financial results excluding infrastructure projects are driven by net cash balance, the Heathrow Airports Holding 5.25% stake ticking fee and employee share plan hedges. Last year, we had the fair value positive impact of the 5.25% stake in Heathrow Airport Holdings that was sold this year in 2025. Equity accounted affiliates' profit growth was supported by the outstanding performance of 407 ETR. Income tax had a positive impact due to recognition of tax credits mainly in the U.S. and Spain. Results from discontinued operations reflect earnouts from the divested services business. Turning to the net cash and net debt position excluding infrastructure, dividends from projects amounted to EUR 968 million. On top of the Highways dividends already discussed, Energy distributed EUR 54 million corresponding to the return of capital invested in a photovoltaic plant in Texas and the Airports division distributed EUR 30 million, of which Heathrow represented 50%. Construction operating cash flow tax payments excluding dividends reached EUR 596 million, driven by fourth quarter working capital in Poland and Spain and further enhanced by prepayments and compensations received in the U.S. and Canada, as Ignacio just discussed. Tax payments reached EUR 100 million, including EUR 47 million of corporate income tax in Budimex. Investments totaled EUR 1,970 million, mainly due to the additional 5.06% stake acquired in the 407 ETR for a price of roughly EUR 1.3 billion, and also EUR 236 million of equity invested in NTO. Interest received and other investing activities cash flow amounted to EUR 130 million, mainly related to cash remuneration. Divestments reached EUR 1,158 million, largely driven by the divestment of Heathrow of EUR 539 million and the divestment of AGS of EUR 533 million. Cash dividends and treasury share buybacks purchases of EUR 657 million in 2025 include EUR 156 million from cash dividends and EUR 501 million of share buybacks. Other cash flows from financing activities used in financing activities amount to EUR 437 million, including repayment of the revolving credit facility of EUR 250 million, reduction of euro commercial paper of EUR 200 million and reduction of financial leases of EUR 121 million. Also included here are the dividend to minorities of EUR 77 million and interest payments of EUR 64 million. This was partially offset by the issuance of a nondilutive convertible bond of EUR 350 million. We also have the effect of exchange rates on cash and cash equivalents, a reduction of EUR 91 million, mainly from U.S. dollar depreciation. We do not include the mark-to-market of FX hedges in this net cash position. As of December 2025, we had notional foreign exchange hedges of $2.847 billion in U.S. dollars and CAD 538 million. The corresponding mark-to-market of these hedges was EUR 147 million, not included in the net cash position. Moving to the dividend proposal, this year we will propose EUR 1 billion in dividends. This can be considered a EUR 400 million top-up to what would be a comparable dividend to past years of EUR 600 million. With this, aggregate dividends for the period 2024 through 2026 would total EUR 2.2 billion, following market standards where dividends are based on the share price at the time of delivery to shareholders. We are likely to break this down into dividends throughout the year. And now let me hand it over to Ignacio for the closing remarks.

To conclude, our North American portfolio continues to deliver solid revenue and profitability growth, driven by enhanced customer segmentation and underlying growth in the locations where our assets operate. Looking ahead, we are well positioned for continued growth, supported by a record pipeline of U.S. infrastructure projects and rising interest in P3 opportunities across the country. Finally, our construction order book remains healthy with anticipated limited exposure to inflation.

Speaker 0

Thank you very much, all of you. And let's start with the Q&A session. So operator, please go ahead.

Operator

Our first question comes from Cristian Nedelcu from UBS.

Speaker 5

The first one on the ETR. The Q4 revenue per transaction up 6% you mentioned due to some weakness in heavy vehicles. Can you elaborate on this? And is this spilling over into 2026, this headwind? The second one, you had the new pricing in place for the 407 ETR from January. Could you talk a bit about what you're seeing, the feedback from customers? Are you seeing demand erosion as a consequence of that? Or are you expecting other negative mix impacts here? I'm trying to understand if this 21% growth in prices at peak times is representative for the revenue per trip growth in 2026? And the last one, if I may, N35 West, you — during your remarks, you mentioned the volume weakness in Q4 also due to some bottlenecks. And it sounded that you expect this to spill over into 2026. Could you elaborate a bit if my understanding is right? And if you can give more details there?

Thank you for the questions. I will start with the 407 ETR, the revenue per transaction in the fourth quarter of the year that was lower than the previous quarter. You have to consider that it's something that usually happens in the fourth quarter compared to the third; there is some seasonality. In this case, probably more so because of the weather that affected the quarter. Usually, during the summer you will have longer trips in the corridor and also more types of users that have transponders and therefore higher charges. So this quarter's performance was affected by seasonality and weather and a softer contribution from heavy vehicles, but it's too early to say if it's something that will continue. Of course, it is very related to the economic activity of the country and especially the region of Canada, which is expected to continue to grow this year according to third-party forecasts, but we have to see how it evolves. Also, we always need to consider the effect of promotions. As you know, we are very positive about the promotions that we did last year. They are helping users with value and also helping to maximize EBITDA. This is the main KPI that we are following: promotions increase traffic but reduce revenue per transaction, yet they help us to maximize EBITDA. That is a number we will follow. For 2026, we don't give any guidance. But as commented previously, we'll continue with promotions as we did in 2025 and we expect them to contribute to maximizing EBITDA also in 2026. Regarding the 35 West, the volumes in the last quarter were impacted by some bottlenecks that are affecting the whole corridor. The corridor is growing and we are seeing more congestion. That will likely continue. More congestion can mean some traffic is moving out of the corridor, but it also means we may have more mandatory modes. We are looking for solutions and have some design changes that could improve the situation, but these require approvals and will take time. In the short term, we may see softer traffic compared to overall regional traffic growth because of congestion and more mandatory modes.

Operator

Our next question comes from Luis Prieto from Kepler Cheuvreux.

Speaker 6

I have three questions, if I may. The first one is, could you please shed a bit of light on the reasons behind the provision for lifetime expected credit loss on the 407 ETR? Should we expect this to happen again? The second one is that, although you have reiterated your long-term EBIT margin outlook in construction in one of your slides, wouldn't Q4 margins suggest that there is upside risk to this figure over at least the coming year? And the third question is if you could provide us, please, some anecdotal evidence on customer segmentation measures in the U.S. Managed Lanes, not the 407, which I think is widely understood, but what are you doing specifically in the U.S. Managed Lanes?

Thank you, Luis. About the provision for credit loss: some years ago, we had a change in the processes that we have. Because of that, we have some old accounts that we thought it was prudent to provision at the end of last quarter. The new collections after this change of process that we are seeing now are back to what they were before this change. So it's back to normal. In terms of EBIT, the only guidance we give is that long-term average EBIT is 3.5% for construction. Sometimes we'll be above, other times below. This is a cyclical business and that is the guidance we are giving. We have a healthy backlog today, but the only guidance is the 3.5% EBIT margin in the long term. Regarding the fourth quarter, there were some one-offs that were exceptional and related to change orders in certain countries. About customer segmentation in the U.S. Managed Lanes: yes, we are looking at it and analyzing options. However, it's more difficult than in the 407 because we are not doing the collections in the same way in the U.S. Managed Lanes and it's harder to reach individual customers. It's something we are analyzing to see if we can create value and maximize EBITDA with promotions in the future, but it will take longer.

Operator

Our next question comes from Graham Hunt from Jefferies.

Speaker 7

I'll ask two, if that's okay. Firstly, we read a lot at the moment about the impacts of AI and both in terms of pressure on white collar industries, but also technologies, which I think are relevant to your portfolio, like increased presence of autonomous vehicles. So just wanted your thoughts on how you're thinking about these potential threats or developments with respect to Ferrovial's discretionary lane assets? And is it coming into your thinking as you prepare for bids on the upcoming projects, which you highlight here in the pipeline? And the second question, just on dividends, upstream dividends. Just where do we stand or where is your thinking in terms of assets and whether you can increase that to increase upstream dividends across the U.S. and Canada.

Thank you, Graham. I'll take the first one and Ernesto will take the second. Regarding AI and autonomous vehicles, we have followed third-party research about the implications, especially of autonomous vehicles. The main conclusion is that, at least in the short term, autonomous vehicles could increase traffic. Autonomous cars may move more than cars driven by humans today, which could increase congestion, particularly when autonomous and human-driven vehicles share the road. So in the short term, we see that as a positive for our assets. The implications of AI more broadly are more difficult to assess and could vary depending on how employment and industries evolve in specific cities. As we get more information, we will incorporate it into our models and bidding processes. For now, autonomous vehicle impacts are more prominent in our analysis than AI itself.

Thanks, Graham. If I listened well, the question was regarding the possibility of helping uplift dividends from our projects like the 407 and Managed Lanes with some additional leverage. This is a question we get recurrently. Clearly, the 407 has very comfortable ratios, so we could see some uplift there. Don't expect a huge change, but there could be an improvement in dividends because there's ample capacity. Regarding the Managed Lanes, the optimal leverage is compared with the business plan that was submitted. We could have, not in the near term but not too far away, some additional leverage on I-66. Those are the main ones, 407 and I-66. We could have some angle in others, but we will update the market in due course. So yes, the summary is that we have some headroom there.

Operator

Our next question comes from Ruairi Cullinane from RBC Capital Markets.

Speaker 8

Please, could you provide some commentary on pricing on the I-66 and I-77 at the start of the year? Would it be reasonable to assume another year of double-digit pricing increases in terms of revenue per transaction growth on these assets? And secondly, you had a strong Q4 across all construction businesses. I was wondering what drove the more than doubling of EBITDA in Ferrovial Construction. And then finally, on the Schedule 22 provision, it seems like there are a few moving parts that could drive that this year: on the one hand, higher tolls, but also perhaps more rush hour traffic and further targeted promotions. Would you say overall we could expect a decrease in Schedule 22 payments?

Thank you for the questions. As you know, we are not giving any guidance about 2026 pricing. The only comment I made during the presentation is that on I-66, we expect toll rates to grow above inflation. Toll rates are linked to value for users and are very related to congestion, population and economic activity. As long as there is value for users, we will seek to capture that, especially on assets like I-66 and I-77 where we have freedom to set toll rates. But we are not providing specific guidance. Regarding the Construction business, the year margin was a 4.6% adjusted EBIT margin and I commented that in the fourth quarter we had some positive developments in certain markets with change orders and projects at later stages where risks were eliminated. Those contributed to the stronger result. We are not giving guidance for following years. In terms of Schedule 22, as commented previously, our objective is to maximize EBITDA. We consider traffic, revenue per transaction and Schedule 22 together when defining toll rate increases and promotions. In some segments it makes sense to increase promotions and in others less. Depending on that, we may pay Schedule 22 or not. The goal is not to drive Schedule 22 to zero but to maximize EBITDA by considering all factors together; that is the main KPI for the 407 ETR.

Operator

Our next question comes from Elodie Rall from JPMorgan.

Speaker 9

Just to come back to the 407. I was wondering if there has been any pushback politically or in the press to the tariff increase that you have announced for '26? And also, should we expect a similar impact from promotions in '26 as in '25? Or will you increase the intensity there? And then with regard to the NTO, you said the opening now is pushed to the fall. Realistically, when should we start to expect any impact to numbers? When will we get a bit more visibility on the financials there? And lastly, your '24–'26 period on your last guidance or strategic update is ending this year. Are you planning anything to update the market on strategy, shareholder returns, maybe the opening of NTO?

Thank you, Elodie. About the 407 and the new toll rate announcement, we view toll rates in combination with promotions because many users in the Toronto area also benefit from some of the promotions we run. I'm not aware of any relevant pushback to the toll rate increase and our promotions. For 2026, the focus will continue to be similar to the previous year on peak hours, but we will segment more and try other initiatives to better understand customer behavior and create value, while learning step by step. Regarding NTO, the contractor now expects a date in fall 2026 for the first phase. We have reviewed the schedule and milestones. We will not provide financial information for the time being until we start opening and have first operational numbers. Then we will begin to communicate some figures, but for now we will only communicate the opening date and the number of airlines that have signed user agreements or letters of intent. On the Horizon 2026 plan, it is the last year of that plan and it's an important year. After that, we will prepare a new plan and decide how and when to communicate it externally. We have not finalized that plan yet.

Operator

Our following question comes from Dario Maglione from BNP Paribas.

Speaker 10

Congratulations for an amazing 2025. I have three questions on the U.S. Managed Lanes performance. On I-66, Q4 was quite weak compared to Q3 due to the government shutdown. What kind of revenue or traffic did you see in December after the government shutdown ended? Do you see a normalization of trends or does some weakness remain? Then on the LBJ, I was a bit surprised by the slowdown there, and you mentioned construction works. Do you expect these construction works on feeding roads to continue in 2026? And last, on the I-77 it surprised me on the positive side against tough comps. Revenue per transaction was very high, similar to Q3 despite much lower traffic volumes. Can you tell us more about why that is the case and whether this dynamic is sustainable in 2026?

Thank you, Dario. Regarding I-66, the fourth quarter was affected by the federal government shutdown, 43 days, and also by worse-than-expected winter weather. These affected commuter traffic at peak times, which typically has higher toll rates. Also, the fourth quarter of 2024 included a relevant increase with dynamic pricing, so the comparison is tougher. We expect toll rates in I-66 to grow above inflation because of the value to users and corridor activity, but we do not provide specific guidance. On LBJ, the issue is construction around LBJ in different projects not under our control. The impact depends on where contractors are working and how they affect lanes. It's difficult to anticipate quarter-by-quarter effects. We expect the construction to be finalized by the end of this year, though the timing will be phased and could cause some quarters to look better or worse. Once construction is fully finished, traffic should return to normal across the corridor. Regarding I-77, remember that the comparison includes the fourth quarter of last year which benefited from lane closures due to a hurricane, giving us a tougher comp dynamic. The increase in revenue per transaction has been driven by value capture in peak hours and demand dynamics. Charlotte is a growing region with good prospects, and we remain focused on maximizing EBITDA through pricing and promotions as appropriate.

Operator

Our next question comes from Marcin Wojtal from Bank of America.

Speaker 11

I have a couple of questions. Firstly, a follow-up on the NTO project delayed to fall 2026. Is there any increase in the cost of the project for you? Is there any extra equity that you need to contribute? And is there any impact on your equity IRR due to the delay? Second, could you remind us how you think about the dividend policy of the 407 ETR after the significant dividend increase in 2025? Do you still consider the 407 ETR to be underlevered as it is today? And perhaps one more regarding your U.S. listing: are you considering any further steps to become more of a U.S. company, perhaps a switch to U.S. GAAP accounting or other steps?

Thank you, Marcin. Regarding NTO costs, the project is substantially close to budget numbers at this point. Our expectation is that any deviation will not be material and it will depend on the resolution of certain contractor claims. As of today, we don't expect any additional equity funding for Phase A. The delay is a few months and is not expected to materially affect the IRR. The main near-term negative effect is the revenue we are not collecting during the delay period, but the impact is minimal.

Regarding the capital structure of the 407, leverage should reflect the solid financial performance. With the performance it has, it keeps getting headroom and support in ratings. The capital structure should be adequate to current ratings; it doesn't mean we must aggressively re-lever. That said, the 407 has capacity to consider some uplift in dividends as discussed earlier. Regarding the U.S. listing and U.S. GAAP, the market is not requesting a switch to U.S. GAAP right now. We have analyzed the option and it could make sense going forward, and we have done preparatory work, but there is no current plan to change to U.S. GAAP in the short term.

Operator

Our following question comes from Jose Manuel Arroyas from Santander.

Speaker 12

I have one question about the revenue sharing payments in Q4, particularly at NTE and I-77. I found them a little bit above average, and I think they ended above the annual budget for both highways. Was there anything different in Q4? Or was it just a recalculation for some particular reason of the annual provision? And then looking at 2026, I noticed that for I-77 you are budgeting about a 50% increase in the revenue sharing provision for I-77. Why would that be? Or is it just a conservative assessment?

As you mentioned, the revenue share for the year was in line with budget, but the budget was outperformed and there was a catch-up in the accrual at year-end. Going forward, it makes sense to accrue that more along the year rather than reflecting the catch-up at year-end, so we should expect more correlation with performance along the year as we do with the Schedule 22. Regarding the 2026 I-77 revenue share budget, yes, the budget considers that the asset moves into another bracket of revenue sharing. When that happens you see a jump because of the accumulated revenue surpassing thresholds; it looks big in one year but is less significant going forward. You can check this effect with the detailed excel schedules. The effect is mainly an accounting of moving into a different sharing bracket rather than an ongoing structural increase at that level.

Operator

And the last question comes from Cristian Nedelcu from UBS.

Speaker 5

Could I please check the 407 loyalty plan that you talk about? Could you give us a bit more details? Does it mean more— is the purpose to get more traffic but you could give more discounts? Or how do you think about it? And can I also ask on the NTE that you mentioned construction works will end at the end of '26. How should we think once that happens, how should we think a traffic accelerating versus less mandatory modes? So net-net, do you expect revenue still grow once construction ends? And the last one, there's a bunch of tenders for Express Lanes in the U.S. You made the proposal for the Washington Airport. There's a lot of CapEx there on the midterm and long term. And even if you take a 35%, 40% equity of that CapEx, you're talking about very large amount. So conceptually, can you tell us a bit how do you think about firepower? There are all these projects, but I guess there is a limit at some point; you cannot do all of them. Could you elaborate a little bit how you think about this?

Thank you, Cristian. About the loyalty plan: as commented, we'll continue with promotions in 2026. They were very positive in 2025, helping us to maximize EBITDA, and we'll continue to do that. The bulk of promotions will focus on peak hours similar to last year, while we apply learnings to improve segmentation and better understand customer behavior. The loyalty program is something we'll test to see how it works and whether it drives more traffic and customer value; we will proceed step by step. Regarding NTE, when construction ends, our expectation is that more traffic will return to the corridor. When construction and capacity restrictions are removed, some users will revert from alternative routes and the corridor should see a ramp-up of trips as users realize the time savings. At the same time, the addition of managed lanes and some general-purpose capacity will improve traffic flow, which could reduce mandatory modes. We are not providing quantitative guidance on revenue impacts; you will need to wait for operational data once the terminal opens. On opportunities, we see a unique pipeline of U.S. projects. We do not expect to win all of them. We are disciplined financially and focus on value creation as well as growth. Regarding firepower, Ernesto can add more detail.

Thanks, Ignacio. As we presented at the Capital Markets Day and often discuss, we don't have a fixed leverage at the ex-infrastructure project level, but with good opportunities to grow we could use leverage headroom that a BBB rating permits. We don't disclose exact rating ratios publicly, but as a proxy internally we consider a 2x net debt to EBITDA (with EBITDA including dividends from projects and construction EBITDA) as a guide. We could use that headroom selectively to fund attractive opportunities while maintaining financial discipline.

Operator

There are no further questions at this time. I will now hand it back to Silvia Ruiz, Global Head of IR.

Speaker 0

Thank you. Well, it seems that there are no questions in the webcast. So I will hand over to Ignacio.

Thank you. Thank you, everyone, for your participation in this conference call. And so now we close it. Thank you very much for your participation.

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