FER 20-F/A
Ferrovial N.V. (FER)
20-F/A
2026-10-02
For: 2025-12-31
View Original
Added on
October 02, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No.1)
(Mark One)
1934
OR
For the fiscal year ended December 31, 2025
OR
OR
Commission file number 001-41912
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
The Netherlands
(Address of principal executive offices)
I
Chief Executive Officer
The Netherlands
Telephone: +31 20 798 3700
Investor Relations
Telephone: +34 91 586 2736
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report: As of December 31 , 2025 ,
the registrant had 720,626,181 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP☒ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (the “Amendment”) is filed by Ferrovial N.V. (formerly Ferrovial SE) (the
“Company”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025,
originally filed with the U.S. Securities and Exchange Commission on February 25, 2026 (the “Original Filing”).
The Company is filing this Amendment on a voluntary basis to include in the section “5.A.7.2 Geographic
Information” a breakdown by countries of Ferrovial’s assets for the year ended December 31, 2025. This Amendment
does not impact the Company’s financial position for the periods presented in the Original Filing and is solely
intended to provide more detailed information about this matter. This Amendment does not impact the financial
statements of the Company included in the Original Filing.
In connection with the filing of this Amendment, the Company is including certifications of the Company’s Chief
Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment and this
Amendment does not contain or amend any disclosure with respect to Item 15 of Form 20-F, paragraphs 4 and 5 of
such certifications have been omitted. Because no financial statements have been included in this Amendment, the
Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002).
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the
Original Filing and does not purport to reflect any information or events subsequent to the date of the Original Filing.
As such, this Amendment speaks only as of the date the Original Filing was filed, and we have not undertaken herein
to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent
events. No changes have been made to the financial statements of the Company as contained in the Original Filing.
Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with
the SEC following the Original Filing.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with the
Financial Statements, including the related notes thereto, included elsewhere in this Annual Report. The following
discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ
materially from those discussed in the forward-looking statements as a result of various factors, including those set
forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk
Factors.”
5.AOperating Results
5.A.1Overview
We are one of the world’s leading infrastructure groups in terms of construction revenue, focusing our operations
across highways, airports, construction and energy. For an overview of our activities, see “Item 4. Information on the
Company—B. Business Overview.”
5.A.1.1Description of segments
We undertake our activities through the following four operating divisions, or lines of business, which also correspond
to our reporting segments (the Business Divisions) under IFRS 8:
▪Highways: Our activities in the Highways Business Division include the development, financing and
operation of toll road projects. We conduct our operations in this Business Division through Cintra, a wholly
owned subsidiary of the Company, and mainly operate in Canada through 407 ETR, in the United States
through the Managed Lanes located in Texas, Virginia’s I-66 and North Carolina’s I-77, as well as in India,
through IRB and Private InvIT.
▪Airports: Our activities in the Airports Business Division include the development, investing and financing
of airports. We participate in the airport industry principally through the NTO consortium, established to
design, build and operate the NTO at JFK Airport in New York, and our indirect holding in YDA Turkey.
▪Construction: Our activities in the Construction Business Division include the design and execution of
various public and private works, with an emphasis on public infrastructures, with over 90 years of
experience in the industry. We conduct our construction activities through our main business lines: Ferrovial
Construction, Budimex and Webber.
▪Energy: Our activities in this Business Division mainly consist of the development, financing and operation
of power transmission lines and renewable energy generation plants, and the execution of construction
projects in the energy sector.
We use the “other” category to reflect results for companies not assigned to any Business Division, the most
significant being Ferrovial N.V., the Group’s parent company, the business line Ferrovial Digital Infrastructure, which
was created in 2024, and the waste management plants in the United Kingdom.
5.A.2Material Factors Affecting Results of Operations
Our results of operations and financial condition are affected by a variety of factors, a number of which are outside of
our control. Set out below is a discussion of the most significant factors that have affected our financial results during
the periods under review and which we currently expect to affect our financial results in the future. Factors other than
those set forth below could also have a significant impact on our results of operations and financial condition in the
future (see “Item 3. Key Information—D. Risk Factors”).
5.A.2.1Inflationary pressures and energy and commodity prices
We are exposed to inflationary pressures as well as the impact of energy and commodity prices, which have in the
past, and may in future have, varying effects on our Business Divisions. In the Construction Business Division,
inflationary pressures typically have a negative effect on our costs base through increases in costs of materials
consumed, particularly cement, concrete, steel rebars and bitumen (or asphalt), energy costs and an increase in
personnel expenses.
In the Construction Business Division, we have two key mechanisms in place in an effort to mitigate the effects of
inflationary pressures: through direct claims to our customers or, where possible, through the use of price adjustment
mechanisms, which are included in some of our agreements. Such pass-through mechanisms may be more common in
some jurisdictions, such as, for example, Spain, Canada and Poland, than others, such as the United States, where they
are not frequently used. However, due to particular contractual provisions or otherwise, we may not always be able to
effectively pass through the costs to our customers. Thus, we may remain subject to market risk with respect to
inflationary pressures and increases in commodity prices. No such inflation-related material impacts have occurred for
the last two years within the Construction Business Division.
In the Highways Business Division, our assets are either linked to the inflation index, allowing us to regularly update
the toll rates based on the latest economic situation, or can be freely set. Thus, inflationary increases typically have a
strong positive impact on the Highways Business Division’s revenues. Rising fuel prices, on the other hand, tend to
adversely impact traffic levels, particularly if work from home arrangements are more common or increase. This, in
turn, may have a negative effect on the Highways Business Division’s traffic and consequently revenues. Additionally,
in the Airports Business Division, the airlines may pass any increases in fuel prices on to their customers through
increases in the prices of flights, which could lead to decline demand for air travel and reduce use and demand in
respect of our Airports Business Division.
5.A.2.2Foreign exchange rates
Our functional currency is the euro. However, we operate internationally and hold assets, incur liabilities, generate
revenues and pay expenses in a variety of currencies other than the euro. As a result, our results of operations are
affected by exchange rate fluctuations between the euro and other currencies in which we conduct and plan to continue
conducting transactions. We are particularly exposed to the U.S. dollar, Canadian dollar, Indian rupee, Polish zloty,
pound sterling and the Australian dollar. For example, in 2025, such currencies led to translation differences of EUR
(434) million, net of the effect of foreign currency hedging instruments, led by depreciation of the Canadian dollar,
U.S. dollar, and the Indian Rupee, against the euro.
For information on our foreign exchange fluctuations management see “—3. Factors Affecting Comparability of Our
Results of Operations — 2. Financial Risk Management — Exposure to foreign exchange fluctuations”.
5.A.2.3Traffic performance
The table below presents the highways traffic volume in the period under review.
Toll Road | Country | For the year ended December 31, | |
2025 | 2024 | ||
Fully consolidated assets (in millions of transactions) | |||
NTE 1-2 ............................................................................................................ | U.S. | ||
LBJ.................................................................................................................... | U.S. | ||
NTE 35W .......................................................................................................... | U.S. | ||
I-77 .................................................................................................................... | U.S. | ||
I-66 .................................................................................................................... | U.S. | ||
Equity-accounted assets (in millions of VKT, vehicle kilometers travelled) | |||
407 ETR ............................................................................................................ | Canada | ||
In 2025, the Highways Business Division experienced growth, primarily attributed to a general increase in mobility
across the areas where we operate our main concessions, with the traffic on 407 ETR and the U.S Managed Lanes
showing consistent growth, except for NTE and I-77. Regarding NTE, the traffic decrease was affected by capacity
improvement construction works. Additionally, in 2024, I-77 was positively impacted by Hurricane Helene, which
diverted heavy vehicles to the highway.
The tables below set out the Highways traffic volume trends by quarter and for the year ended December 31, 2025,
compared to the similar periods in 2024:
Traffic trends | Q1-25 | Q2-25 | Q3-25 | Q4-25 | 2025 | ||||
407 ETR ...................................... | |||||||||
NTE ............................................. | ( | ( | ( | ( | ( | ||||
LBJ ............................................... | ( | ||||||||
NTE 35W ..................................... | |||||||||
I-66 .............................................. | |||||||||
I-77 ............................................... | ( | ( |
During 2025, Dalaman Airport experienced a decline in the international traffic due to macroeconomic conditions and
geopolitical stressors in Turkey, which were partially mitigated by an increase in domestic traffic.
The table below presents the passenger traffic, or the total number of incoming and outgoing passengers at the airport
in a particular period, for the Dalaman airport in the period under review.
For the year ended December 31, | ||
2025 | 2024 | |
Dalaman ...................................................................................... | ||
The table below sets out the airport passenger traffic by quarter and for the year ended December 31, 2025, compared
to the same periods in the previous year:
Passenger trends | Q1-25 | Q2-25 | Q3-25 | Q4-25 | 2025 | ||||
Dalaman ....................................... | ( | ( |
5.A.2.4Impact of macroeconomic factors and conflicts in Ukraine and Middle East
Given the international scope of our operations, our business performance and results are impacted by a number of
drivers, including macroeconomic and geopolitical events affecting demand, tax policies, the regulatory environment,
and the risk and return of assets. For example, the Dalaman Airport traffic has been affected negatively by both the
Ukraine and Middle East conflicts, given its exposure to both markets. These conflicts have also had an adverse effect
on the global geopolitical and economic environment. Although we believe that our direct exposure to the conflicts in
Ukraine and parts of the Middle East region is limited, as we primarily operate across the United States, Spain, Poland,
the United Kingdom and Canada, the macroeconomic impacts resulting from these situations have translated into
shifts in demand patterns, uncertainty, generalized price increases, mainly in energy and raw materials (including
cement, concrete, steel rebars and bitumen (asphalt)), increased labor costs, supply problems and difficulties in the
distribution chain of certain materials, especially in the construction sector, any of which could worsen if these
conflicts were to expand or intensify. For further details, see “—1. Inflationary pressures and energy and commodity
prices.”
The above factors also impact interest rates, which affect the banking and financing market and hence our financing
options.
As a further example of macroeconomic factors, the United States proposed new and increased tariffs on foreign
imports, and the development and application of new tariffs continues to rapidly evolve. The tariffs, or potential risk of
their imposition, have introduced significant uncertainty into the market, leading to volatility in material prices and
potential delays in project timelines. These tariffs, whether imposed or proposed and at the rates or levels announced
or at other rates or levels, and related uncertainty, can and have led to increased costs and could affect our strategic
planning and financial forecasting, particularly in our Construction Business Division. Management continues to
evaluate the potential impact of these evolving developments.
5.A.2.5Seasonality
Revenue and cash flow in the Highways, Construction and Airports Business Divisions is also partially impacted by
seasonal factors, including weather conditions and holiday seasons, which drive demand for transport infrastructure.
The Highways Business Division revenue is affected by seasonal changes in traffic volumes, with typically lower
traffic in the winter months due to adverse climate conditions. We believe that this trend has been exacerbated in the
Highways Business Division as a result of the increase in hybrid work models and work flexibility, although we have
observed a gradual return to the office approach during 2025.
The Construction Business Division is also affected by weather conditions, typically experiencing lower revenues in
the first quarter of the year. For example, in the first quarter of the year ended December 31, 2025, Construction
Business Division revenues amounted to EUR 1,584 million, compared to EUR 1,869 million, EUR 1,967 million and
EUR 2,233 million in the second, third and fourth quarters of 2025, respectively.
The Airports Business Division is also affected by seasonal trends, including holiday seasons. For example, in the
third quarter of the year ended December 31, 2025, Dalaman airport’s revenues amounted to EUR 41 million, in
contrast with EUR 3 million and EUR 16 million in the first and fourth quarters, respectively, as the airport is much
busier during the summer holidays.
5.A.2.6Liquidity management and investments
Our infrastructure assets must be able to secure significant levels of financing to be able to carry out their operations.
Certain of the industries in which we operate, such as airports and Highways, are by nature capital-intensive
businesses. Therefore, the development and operation of infrastructure concession assets requires a high level of
financing. As a result, our business is sensitive to the availability, cost and other terms of financing. We have
established mechanisms to preserve the necessary levels of liquidity with periodic procedures that include cash
generation forecasts and cash requirements, both for the different short-term collections and payments, as well as long-
term obligations. See “Item 3. Key Information—D. Risk Factors—5. Financing and Joint Ventures—2. We may not be
able to effectively manage the exposure of our liquidity risk including access to and costs of capital and credit risks,
which could have a material adverse effect on our business, financial condition, and results of operations.” For further
details on our liquidity position, see “—B. Liquidity and Capital Resources.”
5.A.2.7Regulatory matters
Our activities are subject to various regulations by governments and other regulatory bodies across the jurisdictions
where we operate, including specific aviation, toll road, energy, waste management and treatment, as well as public
procurement and construction sector regulations. For further details, see “Item 4. Information on the Company—B.
Business Overview—9. Regulatory Environment.”
We spend significant resources, mainly accounted for as part of personnel expenses and other operating expenses, to
support compliance with a broad and varied range of regulatory requirements. Failure to comply with regulations
could lead to supply interruptions, product recalls, and/or regulatory enforcement action, litigation, and fines from
regulators. For additional information on the impact of the regulated environment on our business, see “Item 3. Key
Information—D. Risk Factors—4. Legal, Regulatory, and Government Contracting—1. We are subject to risks related
to the granting of permits and rights-of-way and securing land rights, which could have a material adverse effect on
our business, financial condition, and results of operations.” and “—2. Our concessions are granted by governmental
authorities and are subject to special risks, including the risk that governmental authorities will take action contrary
to our interests or rights under the concession agreements, (this may include unilaterally terminating, amending or
expropriating the concessions on public interest grounds, or imposing additional restrictions on toll rates).”
5.A.2.8Significant acquisitions and disposals
In the course of our business, we periodically engage in acquisitions and disposals of businesses or stakes therein, and
our results of operations may be affected by significant acquisitions and divestments.
For further details on these significant investments and divestments in 2025, see "Item 4. Information on the Company
—A. History and development of the Company —1. Summary of Historical Investments and Divestments”.
5.A.3Factors Affecting Comparability of Our Results of Operations
5.A.3.1Changes in the scope of consolidation and business combinations.
The most relevant investments and divestments that occurred in 2025 are explained in “Item 4. Information on the
Company—A. History and Development on the Company —1 Summary of Historical Investments and Divestments.
History and Development on the Company ”. For more information regarding changes in the scope of consolidation,
see Note 1.1.5 (Consolidation scope changes and other divestments of investees) to the Audited Financial Statements.
5.A.3.2Financial Risk Management
Our business is affected by changes to the financial variables that have an impact on our accounts, these being mainly
foreign exchange risk, liquidity management risk, interest rate risk, inflation, credit, variable income and capital
management. The main financial risks and how we manage them is summarized below.
5.A.3.2.1 Exposure to interest rate fluctuations
We and our businesses are subject to interest rate fluctuations that may affect our net financial expense due to the
variable interest on financial assets and liabilities, as well as the measurement of financial instruments arranged at
fixed interest rates. At the project level, interest rates are mostly fixed, aligned with rating or lenders’ requirements
and helping to limit the impact of interest rate fluctuations on net financial expense. At the corporate level, interest
rate risk is managed with the goal of optimizing the financial expense by working to achieve suitable proportions of
fixed and variable rate debt based on the market conditions and net cash position.
As of December 31, 2025, 97% of our indebtedness is hedged (either on the basis of a fixed rate or through
derivatives). For more information on our exposure to interest rate fluctuations, see Note 5.4.a (Exposure to interest
rates fluctuations) to the Audited Financial Statements.
5.A.3.2.2 Exposure to foreign exchange fluctuations
Our foreign exchange rate risk generally arises from: (i) our international presence, through our investments and
businesses in countries that use currencies other than the euro, (ii) debt denominated in currencies other than that of
the country where the business is conducted or the home country of the company incurring such debt, and (iii) trade
receivables or payables in a foreign currency to the currency of the company in which the transaction was registered.
We regularly monitor our expected net exposure with regard to each currency by assessing the expected cash flows
over coming years (both for dividends receivable and for potential investments or divestments), balance sheet
valuations and free cash flow generation. Foreign currency exposure at project level is managed by prioritizing natural
hedges (same currency debt) or using hedging instruments when feasible. We establish our general hedging strategy
by analyzing past changes in foreign exchange rates, monitoring mechanisms such as future projections and comparing
currency levels to its fundamental valuation or long-term equilibrium rates.
These hedges consist of foreign currency deposits or derivatives. For information on our derivatives, see Note 5.5
(Financial derivatives at fair value) to the Audited Financial Statements.
Our cash and cash equivalents comprises currencies other than the Euro, as shown in the next table:
(in millions of euros) | Amount in EUR | Local Currency |
EUR .................................... | ||
PLN .................................... | ||
USD .................................... | ||
CAD ................................... | ||
GBP .................................... | ||
AUD ................................... | ||
Other .................................. | ||
Total Cash ......................... |
5.A.3.2.3 Exposure to credit and counterparty risk
Some of our main financial assets, such as investments in financial assets, non-current financial assets, net financial
derivatives and trade and other receivables, are exposed to our counterparty credit risk. We actively monitor these
risks with each bank, territory and customer by analyzing the performance of risk through internal credit quality
studies. To help mitigate credit risk, our internal treasury policy establishes maximum exposure limits per
counterparty, striving to achieve diversified and secure placement of liquid assets.
5.A.3.2.4 Exposure to liquidity risk
We have established mechanisms to help preserve liquidity levels that reflect our cash generation and projected needs ,
in relation to both short-term collections and payments, and obligations to be met at long-term.
In accordance with our internal treasury policy, we only operate and invest funds with highly solvent financial
institutions.
Risk exposure is monitored on a regular basis to ensure alignment with the Group’s current cash levels and evolving
market conditions. This proactive approach allows the Group to adjust its liquidity positions dynamically, maintaining
a balance between security, liquidity, and yield.
5.A.3.2.5 Exposure to equities risk
We are exposed to risks relating to the fluctuation of our share price. This exposure arises specifically from the risk of
appreciation of share-based remuneration schemes. These plans are hedged through equity swaps. Since these equity
swaps are not classified as hedging derivatives, their market value has an impact on profit or loss.
5.A.3.2.6 Exposure to inflation risk
Our revenue from infrastructure projects is associated with prices tied to inflation (for example, highways concession
contracts). Therefore, an increase in inflation would increase the cash flow derived from assets of this nature.
However, a rise in inflation rates may have an adverse effect on operating margins under construction contracts. This
risk is partially mitigated in certain jurisdictions (e.g., Spain, Canada and Poland) by inflation-related price
adjustments in contractual clauses. We also take steps to manage inflation risk by closing the main direct costs when
the tender is accepted.
5.A.3.2.7 Capital management
We aim to achieve a debt-equity ratio that makes it possible to optimize costs while safeguarding our capacity to
continue managing our recurring activities and to grow through new projects that create shareholder value. Our
objective is to maintain a level of indebtedness, excluding infrastructure project companies, to retain our current
investment grade rating. In order to achieve this goal, we have established a financial policy consisting of the
maintenance of a ratio of net debt (gross debt less cash) to Adjusted EBITDA plus dividends from projects of no more
than two times, excluding infrastructure project companies.
5.A.4Recent Developments
See “Item 4. Information on the Company—A. History and Development on the Company.”
5.A.5Description of Key Line Items
Set forth below is a brief description of the composition of certain line items of the consolidated income statement.
This description must be read in conjunction with the significant accounting policies elsewhere in this section and in
the Audited Financial Statements.
5.A.5.1Revenues
Most of our revenues come from: (i) contracts with customers, which include public, private or internal entities, for
services in the Construction Business Division; (ii) fees from users of highways in the Highways Business Division,
(iii) concession contracts from clients in the Airports Business Division and (iv) other activities. Revenues also include
the financial income for the services provided by the concession operators that apply the financial asset model.
5.A.5.2Materials consumed
Materials consumed include expenses related to energy and materials’ consumption, primarily in relation to our
Construction Business Division.
5.A.5.3Other operating expenses
Other operating expenses include work carried out by other companies and changes in provisions for each year
including subcontracted works, leases, repairs and maintenance, independent professional services, changes in
provisions for liabilities and other operating expenses.
5.A.5.4Personnel expenses
Personnel expenses consist of expenses related to wages and salaries, social security, pension plan contributions,
share-based payments and other welfare expenses of our employees.
5.A.5.5Fixed asset depreciation
Fixed asset depreciation consists mainly of depreciation related to our fixed assets such as property, plant and
equipment.
5.A.5.6Impairment and disposal of fixed assets
Impairment and disposal of fixed assets refers to gains or losses related to the sale of our fixed assets such as property,
plant and equipment.
5.A.5.7Net financial income/(expense) from infrastructure projects and ex-infrastructure projects
Part of our activities, primarily in the Highways and Airports Business Divisions but also, to some extent, in the
Construction and Energy Business Divisions, consist of the development of infrastructure projects through long-term
arrangements with public authorities, under which a concession operator, in which we have an ownership interest
together with other shareholders, finances the construction or upgrade of public infrastructure, mainly with borrowings
secured by the project cash flows and capital contributed by shareholders, and subsequently operates and maintains the
infrastructure. Key examples of such infrastructure projects include the Managed Lanes located in Texas and I-66
Managed Lanes.
In some cases, the construction and subsequent maintenance of the infrastructure projects are subcontracted by the
concession operators to the Group’s Construction Business Division.
In order to aid in understanding our financial performance, we disclose our net financial income/(expense) separately
for (i) infrastructure projects and (ii) excluding infrastructure projects:
▪Net financial income/(expense) from infrastructure projects consists of financial income from financing
of our infrastructure projects minus the accrued financial expenses and expenses capitalized during the
construction period.
▪Net financial income/(expense) from ex-infrastructure projects consists of income from external
borrowing costs and from financial investments and includes the impact of derivatives and other fair value
adjustments.
For a further description of our infrastructure project companies, see “—B. Liquidity and Capital Resources— 6. Non-
IFRS Measures: Liquidity and Capital Resources—1. Consolidated Net Debt.”
5.A.5.8Share of profits of equity-accounted companies
Share of profits of equity-accounted companies reflects the effect in our consolidated income statement relating to our
companies consolidated by means of equity accounting.
5.A.5.9Profit/(loss) before tax from continuing operations
Profit/(loss) before tax from continuing operations represents our operating profit/(loss) after net financial income/
(expense) and including share of profits of equity-accounted companies.
5.A.5.10Income tax / (expense)
Income tax / (expense) consists of our current tax payable on the taxable profit for the period after applying allowable
deductions, changes in deferred tax assets and liabilities, and tax credits.
5.A.5.11Profit/(loss) net of tax from discontinued operations
Profit / (loss) net of tax from discontinued operations refers to income from discontinued operations and includes all
income and costs generated from our Services and Construction Business Divisions, including divestments of
businesses. It also includes an impairment loss equal to the difference between the estimated fair value of the assets
and their carrying amount.
5.A.5.12Net profit/(loss)
Net profit / (loss) accounted for using the equity method reflecting the effect in our consolidated income statement
relating to companies consolidated by means of equity accounting.
5.A.5.13Net Profit/(loss) attributed to non-controlling interests
Net Profit / (loss) attributed to non-controlling interests refers to the profits we obtain that may be allocated to other
partners with a stake in the said companies.
5.A.6Results of Operations
The following tables set out our consolidated results of operations for the periods indicated.
5.A.6.1Comparison of the Years Ended December 31, 2025 and December 31, 2024
Unless stated otherwise, numbers in this section have been derived from the Audited Financial Statements. For a
discussion of the presentation of our historical financial information included in this Annual Report, see “Presentation
of Financial and Other Information.”
Our consolidated results of operations for the year ended December 31, 2025 compared with the year ended
December 31, 2024, are discussed below.
For the year ended December 31, | |||
2025 | 2024 | % Variation | |
(in millions of euros) | |||
Revenues ............................................................................................................ | |||
Materials consumed ............................................................................................ | |||
Other operating expenses ................................................................................... | |||
Personnel expenses ............................................................................................. | |||
Total operating expenses .................................................................................. | |||
Fixed asset depreciation ...................................................................................... | |||
Impairment and disposal of fixed assets ............................................................. | ( | ||
Operating profit/(loss) ...................................................................................... | ( | ||
Net financial income/(expense) from financing ................................................. | ( | ( | |
Profit/(loss) on derivatives and other net financial income/(expense) .............. | ( | ( | ( |
Net financial income/(expense) from infrastructure projects ...................... | ( | ( | |
Net financial income/(expense) from financing ................................................ | ( | ||
Profit/(loss) on derivatives and other net financial income/(expense) ............... | ( | ||
Net financial income/(expense) from ex-infrastructure projects ..................... | ( | ||
Net financial income/(expense) ....................................................................... | ( | ( | |
Share of profits of equity-accounted companies ................................................ | |||
Profit/(loss) before tax from continuing operations ..................................... | ( | ||
Income tax benefit / (expense) ............................................................................ | ( | ( | |
Profit/(loss) net of tax from continuing operations ...................................... | ( | ||
Profit/(loss) net of tax from discontinued operations ......................................... | |||
Net profit/(loss) ................................................................................................. | ( | ||
Net profit/(loss) for the year attributed to non-controlling interests .................. | ( | ( | |
Net profit/(loss) for the year attributed to the parent company .................. | ( | ||
Revenues
Revenues increased by 5.2% to EUR 9,627 million in 2025 from EUR 9,148 in 2024, primarily due to the
improvement in results across the Business Divisions and particularly in the Highways and Construction Business
Divisions.
The table below sets out our revenues by Business Division for the years ended December 31, 2025 and 2024:
For the year ended December 31, | |||
2025 | 2024 | %Variation | |
(in millions of euros) | |||
Highways ................................................................................................ | |||
Airports ................................................................................................... | |||
Construction ........................................................................................... | |||
Energy .................................................................................................... | |||
Other(1) ................................................................................................... | ( | ||
Adjustments(2) ........................................................................................ | ( | ( | ( |
Total ...................................................................................................... | |||
(1)Other includes revenues from: Ferrovial N.V. (mainly management fees charged to our business divisions) and ii) the different
businesses that are not included as part of our business divisions (see "Item 4. Information on the Company,—B. Business Overview, —1
Overview").
(2)Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.
Our Highways Business Division revenue increased by 9.4% to EUR 1,374 million in 2025 from EUR 1,256 million
in 2024. This increase was primarily attributed to increased toll rates. All Managed Lanes revenue-per-transaction,
grew compared to 2024. Particularly, within this Business Division:
▪NTE 1-2 revenues increased by 8.1% to USD 323 million (EUR 286 million), which was mainly driven by
higher toll rates, despite traffic being impacted by construction capacity improvements works along the NTE 1-2
corridor, which started on 2024.
▪NTE 35W revenues increased by 14.7% to USD 368 million (EUR 325 million), which was mainly driven
by higher toll rates, together with an increase in traffic in the corridor.
▪LBJ revenues increased by 8.6% to USD 244 million (EUR 216 million), which was primarily driven by
higher toll rates, as traffic was impacted by the increasing construction activity in the nearby corridors.
▪I-77 revenues increased by 21.9% to USD 130 million (EUR 115 million), which was primarily driven by
higher toll rates.
▪I-66 revenues amounted to USD 303 million (EUR 268 million), which was driven by higher toll rates,
coupled with the gradually increase in traffic in the corridor, particularly during peak hours.
Our Airports Business Division revenue increased by 22.0% to EUR 111 million in 2025 from EUR 91 million in
2024 with Dalaman commercial revenues performing positively.
Our Construction Business Division revenue increased by 5.8% to EUR 7,653 million in 2025 from EUR 7,236
million in 2024. This increase was primarily driven mainly by the performance of Webber. Particularly, within the
Business Division:
▪Budimex revenues increased by 6.0%, which was mainly driven by a higher execution of Design and Build
Civil Works contracts.
▪Webber revenues increased by 15.8%, which was driven mainly by higher Civil Works activities on the back
of the awards in 2023 and 2024.
▪Ferrovial Construction increased by 0.5%, which was primarily due to the completion of major contracts
such as Sydney Metro in Australia, California High-Speed Rail in the U.S. or Silvertown Tunnel in the UK,
offset by higher contribution from Canada and Spain.
Our Energy Business Division revenue increased by 25.6% to EUR 339 million in 2025 from EUR 270 million in
2024, which was driven by an increase in all activities.
Materials consumed
Materials consumed increased by 0.8% to EUR 1,124 million in 2025 from EUR 1,115 million in 2024, primarily due
to an increase in activity in the Construction Business Division.
Other operating expenses
Other operating expenses increased by 5.4% to EUR 5,199 million in 2025 from EUR 4,931 million in 2024, primarily
due to higher costs in the Construction Business Division in line with the activity increase explained above and in the
Highways Business Division mainly from US Managed Lanes increase on traffic and higher revenue share in NTE,
NTE 35W and I-77.
Personnel expenses
Personnel expenses increased by 4.9% to EUR 1,847 million in 2025 from EUR 1,760 million in 2024. This was
primarily driven by an average generalized salary increase of approximately 3.5% with respect to the prior year.
Fixed asset depreciation
Fixed asset depreciation increased by 11.1% to EUR 490 million in 2025 from EUR 441 million in 2024, primarily
due to traffic increase and replacement investments in the Highways Business Division.
Impairment and disposal of fixed assets
Impairment and disposal of fixed assets decreased to income of EUR 210 million in 2025 from an income of EUR
business in Chile, which resulted in capital gains before taxes of EUR 272 million and a capital loss of EUR 14
million, respectively. Impairment and disposal of fixed assets of EUR 2,208 million in 2024 was primarily driven by
the sale of our 19.75% stake in HAH, our 5.0% stake in IRB and the sale of our 24.78% stake in Grupo Serveo, which
resulted in capital gains before taxes of EUR 2,023 million and EUR 132 million and EUR 33 million, respectively.
Net financial income/(expense) from infrastructure projects
Net financial expense from infrastructure projects increased by 3.2% to a loss of EUR 424 million in 2025 from a loss
of EUR 411 million in 2024, which was primarily driven by:
▪an increase of 2.7% in net financial expense financing, which amounted to EUR 348 million in 2025, as
compared to EUR 339 million in 2024, which was primarily driven by the Energy Infrastructure business
assets commencement of operations; and
▪an increase of 5.6% in loss on derivatives and other net financial (expense) to a loss of EUR 76 million in
2025, as compared to a loss of EUR 72 million in 2024, including EUR 67 million corresponding to the
financial update of the future payment commitments in relation to our concession arrangements in I-66 and
Dalaman, with no significant deviations compared to 2024.
Net financial income/(expense) from ex-infrastructure projects
Net financial income from ex-infrastructure projects decreased to EUR 59 million in 2025 from EUR 685 million in
2024, which was primarily due to:
▪a decrease in net financial income from financing, which amounted to EUR 57 million in 2025 from EUR 74
million in 2024, primarily driven by lower cash remuneration derived from lower interest rates, partially
offset by lower expenses due to lower debt levels; and
▪an decrease in profit on derivatives and other net financial income, which was EUR 2 million in 2025 as
compared to EUR 611 million in 2024, impacted by the revaluation of the remaining 5.25% Heathrow
Airports Holdings stake in 2024.
Net financial income/(expense)
Net financial expense decreased by 233.2% to an expense of EUR 365 million in 2025 from an income of EUR 274
million in 2024, primarily due to the revaluation of the remaining 5.25% Heathrow Airports Holdings stake in 2024.
Share of profits of equity-accounted companies
Share of profits of equity-accounted companies increased by 8.4% to EUR 258 million in 2025 from EUR 238 million
in 2024, primarily due to the contribution to results from 407 ETR (EUR 217 million), IRB (EUR 25 million), JFK NTO
(EUR 4 million) and other equity-accounted entities (EUR 18 million).
In terms of the overall operational performance, 407 ETR’s revenues increased by 17.8% to CAD 2,009 million in
2025, which was driven largely by the increase in toll rates on February 1, 2025 coupled with higher traffic supported by
more targeted rush hour driving offers to alleviate congestion across the Greater Toronto Area during workday peak
hours and an increase in mobility and rush-hour commuting from a higher percentage of on-site employees. The 407
ETR’s net result increased to 17.1% to CAD 811 million, with our share thereof being CAD 343 million (EUR 217
million) in 2025, from CAD 692 million, with our share thereof being CAD 278 million (EUR 188 million) in 2024.
Income tax benefit / (expense)
Our income tax benefit/(expense) shows a tax benefit of EUR 60 million in 2025 from a tax expense of EUR 145
million in 2024. The 2025 benefit is mainly related to the recognition of previously unrecognized tax losses mainly in
the US and Spain, on the back of the annual assessment of the expected recoverability of these assets.
Profit/(loss) net of tax from discontinued operations
Profit/(loss) net of tax from discontinued operations increased by 42.9% to a profit EUR 20 million in 2025 from a
profit of EUR 14 million in 2024, which was primarily driven by earn-outs from the divested Services Business
Division’s business in accordance with the sale agreements (mainly pertaining to the Spanish infrastructure services
businesses). The profit of EUR 14 million generated in 2024 was primarily driven by the same factors.
Net profit/(loss)
Net profit/(loss) for the year decreased to EUR 1,150 million in 2025 from EUR 3,490 million in 2024, which was
primarily driven by the sale of the 19.75% stake in Heathrow Airports Holdings in 2024.
Net profit/(loss) for the year attributed to non-controlling interests
Net profit/(loss) for the year attributed to non-controlling interests increased by 4.4% to a loss of EUR 262 million in
2025 from a loss of EUR 251 million in 2024, which was primarily due to the Highways Business Division’s non-
controlling interests in the U.S.
5.A.6.2Comparison of the Years Ended December 31, 2024 and December 31, 2023
Please refer to “Item 5. Operating and Financial Review and Prospects—A. Operating Results—6. Results of
Operations—1. Comparison of the Years Ended December 31, 2024 and December 31, 2023” under our 2024 20-F,
filed with the Commission on February 28, 2025.
5.A.7Segment Reporting
The tables below show our income statement for the years ended December 31, 2025 and 2024, by reporting segments
and total sales by geographic market as well as our assets by geography for the year ended December 31, 2025.
For the Segmenting Reporting comparison for the years ended December 31, 2024 and 2023, please refer to “Item 5.
Operating and Financial Review and Prospects—A. Operating Results—7. Segment Reporting” under our 2024 on
Form 20-F, filed with the Commission on February 28, 2025.
5.A.7.1Segment reporting
The tables below show our income statement for the years ended December 31, 2025 and 2024 by reporting segments.
For the year ended December 31, 2025 | |||||||
Construction | Highways | Airports | Energy | Other(1) | Adjustments(2) | Total | |
(in millions of euros) | |||||||
Revenues ................................... | ( | ||||||
Total operating expenses .......... | ( | ||||||
Depreciation and amortization expenses .................................... | |||||||
(Impairment) and gains/ (losses) on disposals of non- current assets ............................. | ( | ( | |||||
Operating profit/(loss) ............ | ( | ( | ( | ||||
Profit/(loss) on derivatives and other net financial income/ (expense) ................................... | ( | ( | ( | ( | |||
Net financial income/(expense) from financing .......................... | ( | ( | ( | ( | |||
Net financial income/ (expense) .................................. | ( | ( | ( | ( | |||
Share of profits of equity- accounted companies ................ | |||||||
Profit/(loss) before tax from continuing operations ............. | ( | ( | ( | ||||
Income tax benefit/(expense) .... | ( | ( | ( | ||||
Profit/(loss) net of tax from continuing operations ............... | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | |||||||
Net profit/(loss) ....................... | ( | ( | ( | ||||
Net (profit)/loss for the year attributed to non-controlling interests ..................................... | ( | ( | ( | ||||
Net profit/(loss) for the year attributed to the parent company ................................... | ( | ( | ( | ||||
(1) We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial
N.V., the Group’s parent company, as well as the business line Ferrovial Digital Infrastructure and the waste management plants in the United
Kingdom.
(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.
For the year ended December 31, 2024 | |||||||
Construction | Highways | Airports | Energy | Other(1) | Adjustments(2) | Total | |
(in millions of euros) | |||||||
Revenues ................................... | ( | ||||||
Total operating expenses .......... | ( | ||||||
Depreciation and amortization expenses .................................... | |||||||
(Impairment) and gains/ (losses) on disposals of non- current assets ............................. | |||||||
Operating profit/(loss) ............ | ( | ( | ( | ||||
Profit/(loss) on derivatives and other net financial income/ (expense) ................................... | ( | ( | ( | ||||
Net financial income/(expense) from financing .......................... | ( | ( | ( | ( | ( | ||
Net financial income/ (expense) .................................. | ( | ( | ( | ||||
Share of profits of equity- accounted companies ................ | |||||||
Profit/(loss) before tax from continuing operations ............... | ( | ( | ( | ||||
Income tax benefit/(expense) .... | ( | ( | ( | ||||
Profit/(loss) net of tax from continuing operations ............... | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | |||||||
Net profit/(loss) ....................... | ( | ( | ( | ||||
Net (profit)/loss for the year attributed to non-controlling interests ..................................... | ( | ( | ( | ( | |||
Net profit/(loss) for the year attributed to the parent company ................................... | ( | ( | ( | ||||
(1) We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial
N.V., the Group’s parent company, as well as the business line Ferrovial Digital Infrastructure and the waste management plants in the United
Kingdom.
(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements
5.A.7.2 Geographic information
We report our revenues based on the following geographic breakdowns: United States, Poland, Spain, United
Kingdom, Canada and Other.
For the year ended December 31, | ||
(in millions of euros) | ||
2025 | 2024 | |
USA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
The table below shows our total assets by main geographies for the year ended December 31, 2025:
2025 | % of total assets | |
(in millions of euros) | ||
USA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
5.A.8 Non-IFRS Measures and Other Key Performance Indicators: Operating Results
In evaluating our operating performance, we analyze certain measures of operating results not defined by, or
calculated in accordance with, IFRS: Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or
“Like-for-like” (“LfL”) growth, and Order Book. Those measures are not audited and are not a substitute for, or
superior to, reported results presented in accordance with IFRS-IASB.
These non-IFRS measures should not be considered as alternatives to consolidated result for the period, operating
result, revenue, cash generated from operating activities, or any other performance measures derived in accordance
with IFRS as measures of operating performance or operating cash flows or liquidity.
We believe that the disclosure of these non-IFRS measures is useful to investors and analysts because these metrics
assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by
excluding items that our management believes are not indicative of our core operating performance. Furthermore,
these non-IFRS measures form the basis of how our executive team and the Board evaluate our performance.
By disclosing these non-IFRS measures, we believe that we create for investors and analysts a greater understanding
of, and an enhanced level of transparency into, some of the means by which our management team operates and
evaluates our business and facilitates comparisons of the current period’s results with prior periods. While similar
measures are widely used in the industry in which we operate, the financial measures we use may not be comparable
to similarly titled measures used by other companies, nor are they intended to be substitutes for measures of financial
performance or financial position as prepared in accordance with IFRS-IASB.
Our management uses Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or “LfL” growth, and
Order Book as measures of operating performance and in communications with the Board concerning our financial
performance.
For non-IFRS measures relating to our liquidity and capital resources, see “—B. Liquidity and Capital Resources—6.
Non-IFRS Measures: Liquidity and Capital Resources.”
The following sections include figures and comparisons for the years ended December 31, 2025 and 2024. For the
comparison for the years ended December 31, 2024 and 2023, please refer to “Item 5. Operating and Financial Review
and Prospects—A. Operating Results—8. Non-IFRS Measures: Operating Results” under our 2024 20-F filed with the
Commission on February 28, 2025.
Adjusted EBIT and Adjusted EBIT Margin
Adjusted EBIT is defined as our net profit/(loss) for the period excluding profit/(loss) net of tax from discontinued
operations, income tax/(expense), share of profits of equity-accounted companies, net financial income/(expense) and
impairment and disposal of fixed assets.
Adjusted EBIT is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss or
any other measure of our financial performance calculated in accordance with IFRS. Adjusted EBIT does not have a
standardized meaning and, therefore, cannot be compared to Adjusted EBIT of other companies.
Adjusted EBIT has limitations as an analytical tool. Among others, Adjusted EBIT:
▪does not reflect our cash expenditures or future requirements for capital expenditures or contractual
commitments;
▪does not reflect changes in, or cash requirements for, our working capital needs;
▪does not reflect the significant interest expense, or the cash requirements necessary to service interest or
principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated
investments or the cash requirements necessary to service interest or principal payments on the debt borne
by our unconsolidated investments;
▪does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in
income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our
unconsolidated investments; and
▪does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our
proportional interest in the mark-to-market adjustments at our unconsolidated investments.
▪We do not have control, nor have any legal claim to the portion of the unconsolidated investees’ revenues
and expenses allocable to our joint venture partners. As we do not control, but do exercise significant
influence, we account for the unconsolidated investments in accordance with the equity method of
accounting. Net earnings from these investments are reflected within our consolidated statements of
operations in share of profits of equity-accounted companies. Adjustments related to our proportionate
share from unconsolidated investments include only our proportionate amounts of interest expense,
income taxes, depreciation, amortization and accretion, and mark-to-market adjustments included in share
of profits of equity-accounted companies; and
▪Other companies in our industry may calculate Adjusted EBIT differently than we do, limiting its
usefulness as a comparative measure.
Because of these limitations, Adjusted EBIT should not be considered in isolation or as a substitute for performance
measures calculated in accordance with IFRS.
Adjusted EBIT Margin is defined as Adjusted EBIT divided by our revenues for the relevant period.
The following tables set forth a reconciliation of Adjusted EBIT to our net profit/(loss) for the periods indicated:
For the year ended December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
Profit/(loss) net of tax from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . | ( | ( |
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ( | |
Share of profits of equity-accounted companies . . . . . . . . . . . . . . . . . . . . . . . . . . | ( | ( |
Net financial income/(expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ( | |
Impairment and disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ( | ( |
Adjusted EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ||
The following tables set forth a reconciliation of Adjusted EBIT by Business Division to our net profit/(loss) by
Business Division for the years ended December 31, 2025 and 2024:
For the year ended December 31, 2025 | |||||||
Construction | Highways | Airports | Energy | Other | Adjustments | Adjusted EBIT | |
(in millions of euros) | |||||||
Net profit/(loss) ........................ | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | ( | ( | |||||
Income tax benefit (expense) .... | ( | ( | |||||
Share of profits of equity- accounted companies ................ | ( | ( | ( | ||||
Net financial income/(expense) | ( | ( | |||||
Impairment and disposal of fixed assets ................................ | ( | ( | ( | ||||
Adjusted EBIT ........................ | ( | ( | ( | ||||
For the year ended December 31, 2024 | |||||||
Construction | Highways | Airports | Energy | Other | Adjustments | Total 2024 | |
(in millions of euros) | |||||||
Net profit/(loss) ........................ | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | ( | ( | |||||
Income tax benefit (expense) .... | ( | ( | ( | ||||
Share of profits of equity- accounted companies ................ | ( | ( | ( | ( | |||
Net financial income/(expense) | ( | ( | ( | ||||
Impairment and disposal of fixed assets ................................ | ( | ( | ( | ( | |||
Adjusted EBIT ........................ | ( | ( | ( | ||||
The table below sets out our Adjusted EBIT by Business Division for the years ended December 31, 2025 and 2024:
For the year ended December 31, | |||
2025 | 2024 | %Variation | |
(in millions of euros) | |||
Highways ..................................................................................................... | |||
Airports ........................................................................................................ | |||
Construction ................................................................................................ | |||
Energy ......................................................................................................... | ( | ( | ( |
Other(1) ........................................................................................................ | ( | ( | ( |
Adjusted EBIT ........................................................................................... | |||
(1)Other includes management revenues of our headquarters and certain other immaterial non-operating entities, including our waste
management plants in the United Kingdom.
Our Highways Adjusted EBIT increased to EUR 719 million in 2025 from EUR 686 million in 2024, which was
primarily driven by toll rates increases in the US Managed Lanes, partially offset by the increase in depreciation due to
higher traffic and replacement investments in Texas.
Our Construction Adjusted EBIT increased to EUR 351 million in 2025 from EUR 284 million in 2024, resulting in an
Adjusted EBIT Margin of 4.6% in 2025 as compared to 3.9% in 2024. This increase was primarily driven by the
performance of Budimex and the Spanish operation, supported by settlements related to the completion of several
significant contracts in 2025.
Our Airports Adjusted EBIT increased to EUR 14 million in 2025 from EUR 4 million in 2024, which was mainly
driven by Vertiports sale in 2024 affecting negatively last year results.
Our Energy Adjusted EBIT decreased to a loss of EUR 12 million in 2025 from a loss of EUR 11 million in 2024,
which was generally driven by a slight increase in amortization expenses due to increased activity.
5.A.8.1Adjusted EBITDA
Adjusted EBITDA is defined as our net profit/(loss) for the period excluding profit/(loss) net of tax from discontinued
operations, income tax benefit /(expense), share of profits of equity-accounted companies, net financial income/
(expense), impairment and disposal of fixed assets and charges for fixed asset and right of use of leases depreciation
and amortization.
Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss
or any other measure of our financial performance calculated in accordance with IFRS. We use Adjusted EBITDA, in
addition to Adjusted EBIT, to provide an analysis of our operating results, excluding depreciation and amortization, as
they are non-cash variables, which can vary substantially from company to company depending on accounting policies
and accounting valuation of assets. Adjusted EBITDA is used as an approximation to pre-tax operating cash flow and
reflects cash generation before working capital variation.
Adjusted EBITDA has limitations as an analytical tool. Among others, Adjusted EBITDA:
▪does not reflect our cash expenditures or future requirements for capital expenditures or contractual
commitments;
▪does not reflect changes in, or cash requirements for, our working capital needs;
▪does not reflect the significant interest expense, or the cash requirements necessary to service interest or
principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated
investments or the cash requirements necessary to service interest or principal payments on the debt
borne by our unconsolidated investments;
▪does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in
income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of
our unconsolidated investments;
▪does not reflect depreciation, amortization and accretion which are non-cash charges; or our proportional
interest in depreciation, amortization and accretion of our unconsolidated investments. The assets being
depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA
does not reflect any cash requirements for such replacements; and
▪does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our
proportional interest in the mark-to-market adjustments at our unconsolidated investments.
▪We do not have control, nor have any legal claim to the portion of the unconsolidated investees’
revenues and expenses allocable to our joint venture partners. As we do not control, but do exercise
significant influence, we account for the unconsolidated investments in accordance with the equity
method of accounting. Net earnings from these investments are reflected within our consolidated
statements of operations in share of profits of equity-accounted companies. Adjustments related to our
proportionate share from unconsolidated investments include only our proportionate amounts of interest
expense, income taxes, depreciation, amortization and accretion, and mark-to-market adjustments
included in share of profits of equity-accounted companies; and
▪Other companies in our industry calculate Adjusted EBITDA differently than we do, limiting its
usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for
performance measures calculated in accordance with IFRS.
Adjusted EBITDA is a measure which is widely used to track our performance and profitability as well as to evaluate
each of our businesses and the level of debt by comparing the Adjusted EBITDA with Consolidated Net Debt.
However, Adjusted EBITDA does not have a standardized meaning and, therefore, cannot be compared to Adjusted
EBITDA of other companies.
The following tables set forth a reconciliation of Adjusted EBITDA to our net profit/(loss) for the periods indicated:
For the year ended December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Net profit/(loss) ......................................................................................... | ||
Profit/(loss) net of tax from discontinued operations ............................... | ( | ( |
Income tax benefit (expense) .................................................................... | ( | |
Share of profits of equity-accounted companies ....................................... | ( | ( |
Net financial income/(expense) ................................................................ | ( | |
Impairment and disposal of fixed assets ................................................... | ( | ( |
Depreciation and amortization .................................................................. | ||
Adjusted EBITDA ................................................................................... | ||
The following tables set forth a reconciliation of Adjusted EBITDA by Business Division to our net profit/ (loss) by
Business Division for the years ended December 31, 2025, and 2024:
For the year ended December 31, 2025 | |||||||
Construction | Highways | Airports | Energy | Other | Adjustments | Adjusted EBIT | |
(in millions of euros) | |||||||
Net profit/(loss) ........................ | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | ( | ( | |||||
Income tax benefit (expense) .... | ( | ( | |||||
Share of profits of equity- accounted companies ................ | ( | ( | ( | ||||
Net financial income/(expense) | ( | ( | |||||
Impairment and disposal of fixed assets ................................ | ( | ( | ( | ||||
Depreciation and amortization expenses .................................... | |||||||
Adjusted EBITDA .................. | ( | ( | |||||
For the year ended December 31, 2024 | |||||||
Construction | Highways | Airports | Energy | Other | Adjustments | Total 2024 | |
(in millions of euros) | |||||||
Net profit/(loss) ........................ | ( | ( | ( | ||||
Profit/(loss) net of tax from discontinued operations ............ | ( | ( | |||||
Income tax benefit (expense) .... | ( | ( | ( | ||||
Share of profits of equity- accounted companies ................ | ( | ( | ( | ( | |||
Net financial income/(expense) | ( | ( | ( | ||||
Impairment and disposal of fixed assets ................................ | ( | ( | ( | ( | |||
Depreciation and amortization expenses .................................... | |||||||
Adjusted EBITDA .................. | ( | ( | |||||
Our Highways Adjusted EBITDA increased to EUR 989 million in 2025 from EUR 918 million in 2024, which was
primarily driven by rates increases in the US Managed Lanes.
Our Construction Adjusted EBITDA increased to EUR 511 million in 2025 from EUR 430 million in 2024. This
increase was primarily driven by the performance of Budimex and the Spanish operation, supported by settlements
related to the completion of several significant contracts in 2025.
Our Airports Adjusted EBITDA increased to EUR 36 million in 2025 from EUR 26 million in 2024, which was
primarily driven by the Vertiports sale in 2024, which negatively impacted the 2024 results.
Our Energy Adjusted EBITDA increased to EUR 3 million in 2025 from EUR 2 million in 2024, which was primarily
driven by an increase in all activities.
5.A.8.2Comparable or LfL Growth
Comparable growth, also referred to as LfL Growth, corresponds to the relative year-on- year variation in comparable
terms of the figures for revenues, Adjusted EBIT and Adjusted EBITDA. LfL Growth is a non-IFRS financial measure
and should not be considered as an alternative to revenues, net income or any other measure of our financial
performance calculated in accordance with IFRS. LfL Growth is calculated by adjusting each year, in accordance with
the following rules:
▪Elimination of the exchange rate effect, calculating the results of each period at the rate in the current period.
▪Elimination from Adjusted EBIT of each period the impact of fixed asset impairments.
▪In the case of disposals of any of our companies and loss of control thereto, elimination of the operating
results of the disposed company when the impact effectively occurred in the previous year, or if it occurred
in the year under analysis, considering the same number of months in both periods, to achieve the
homogenization of the operating result.
▪Elimination of the restructuring costs in all periods.
▪In acquisitions of new companies which are considered material, elimination in the current period of the
operating results derived from those companies except in the case where this elimination is not possible due
to the high level of integration with other reporting units. Material companies are those whose revenues
represent ≥5% of the reporting unit’s revenues before the acquisition.
▪In the case of changes in the accounting model of a specific contract or asset, when material, application of
the same accounting model to the previous year’s operating result.
▪Elimination of other extraordinary impacts (mainly related to tax and human resources) considered relevant
for a better understanding of our underlying results in all periods.
We use LfL Growth to provide a more homogenous measure of the underlying profitability of its businesses,
excluding extraordinary elements which would induce a misinterpretation of the reported growth, impacts such as
exchange-rate movements, or changes in the consolidation perimeter which distort the comparability of the
information. Additionally, we believe that it allows us to provide homogenous information for better understanding of
the performance of each of our businesses.
The following tables set forth a reconciliation of revenues on like-for-like basis to our revenues for the periods
indicated:
For the year ended December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Revenues | ||
Exchange rate effect(1) ......................................................................................................... | ( | |
Fixed asset impairments(2) ................................................................................................... | ||
Operating results of disposed companies(3) ......................................................................... | ( | |
Restructuring costs ............................................................................................................... | ||
Operating results from new acquired companies(4) .............................................................. | ||
Accounting model adjustments(5) ......................................................................................... | ||
Non-recurring impact(6) ........................................................................................................ | ||
Revenues Comparable (Like-for-like) ............................................................................. | ||
(1)Calculation of the results of each period at the exchange rate in the current period.
(2)Elimination of the impact of fixed asset impairments.
(3)Elimination of the operating results of disposed companies when the impact effectively occurred.
(4)Elimination in the current period of the operating results derived from new material companies.
(5)Homogenization of the prior year’s operating result to reflect any modification arising from changes in a contract or an asset operating
model.
(6)Elimination of other extraordinary impacts (mainly related to tax and human resources).
The following table sets forth a reconciliation of Adjusted EBIT on like-for-like basis to our net profit/(loss) for the
periods indicated:
For the year ended December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Net profit/(loss) .................................................................................................................... | ||
Profit/(loss) net of tax from discontinued operations ........................................................... | ( | ( |
Income tax benefit (expense) ................................................................................................ | ( | |
Share of profits of equity-accounted companies ................................................................... | ( | ( |
Net financial income/(expense) ............................................................................................ | ( | |
Impairment and disposal of fixed assets(1) ............................................................................ | ( | ( |
Exchange rate effect(2) ........................................................................................................... | ( | |
Operating results of disposed companies(3) ........................................................................... | ||
Restructuring costs ................................................................................................................ | ||
Operating results from new acquired companies(4) ............................................................... | ||
Accounting model adjustments(5) .......................................................................................... | ||
Non-recurring impact(6) ......................................................................................................... | ||
Adjusted EBIT Comparable (Like-for-like) .................................................................... | ||
(1)Primarily includes asset impairment and gains or losses on the purchase, sale and disposal of investment companies and associates.
(2)Calculation of the results of each period at the exchange rate in the current period.
(3)Elimination of the operating results of disposed companies when the impact effectively occurred.
(4)Elimination in the current period of the operating results derived from new material companies..
(5)Homogenization of the prior year’s operating result to reflect any modification arising from changes in a contract or an asset operating
model.
(6)Elimination of other extraordinary impacts (mainly related to tax and human resources).
The following tables set forth a reconciliation of Adjusted EBITDA on like-for-like basis to our net profit/ (loss) for
the periods indicated:
For the year ended December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Net profit/(loss) .................................................................................................................... | ||
Profit/(loss) net of tax from discontinued operations ........................................................... | ( | ( |
Income tax benefit (expense) ................................................................................................ | ( | |
Share of profits of equity-accounted companies ................................................................... | ( | ( |
Net financial income/(expense) ............................................................................................ | ( | |
Impairment and disposal of fixed assets(1) ............................................................................ | ( | ( |
Fixed asset depreciation(2) ..................................................................................................... | ||
Exchange rate effect(3) .......................................................................................................... | ( | |
Operating results of disposed companies(4) ........................................................................... | ( | |
Restructuring costs ................................................................................................................ | ||
Operating results from new acquired companies(5) ............................................................... | ||
Accounting model adjustments(6) .......................................................................................... | ||
Non-recurring impact(7) ......................................................................................................... | ||
Adjusted EBITDA Comparable (Like-for-like) .............................................................. | ||
(1)Primarily includes asset impairment and gains or losses on the purchase, sale and disposal of investments companies and associates.
(2)Comprises mainly by depreciation relating to the Highways and Construction Business Division. Increase (+11.2%) in the year ended
December 31, 2025 to EUR 490 million, as compared to the year ended December 31, 2024.
(3)Calculation of the results of each period at the exchange rate in the current period.
(4)Elimination of the operating results of disposed companies when the impact effectively occurred.
(5)Elimination in the current period of the operating results derived from new material companies.
(6)Homogenization of the prior year’s operating result to reflect any modification arising from changes in a contract or an asset operating
model.
(7)Elimination of other extraordinary impacts (mainly related to tax and human resources).
5.A.8.3Order Book
Order Book corresponds to our revenue which is pending execution corresponding to those contracts which we have
signed and over which we expect to be executed in the future. The Order Book is calculated by adding the contracts of
the actual year to the balance of the contract Order Book at the end of the previous year, less the income recognized in
the current year. The total income from a contract corresponds to the agreed price or rate corresponding to the delivery
of goods and/or the rendering of the contemplated services. If the execution of a contract is pending the closure of
financing, the income from said contract will not be added to the calculation of Order Book until said financing is
closed.
We use the Order Book as an indicator of our future revenue, as it reflects, for each contract, the final estimated
revenue minus the net amount of work performed.
There is no comparable financial measure to the Order Book in IFRS. This reconciliation is based on the order book
value of a specific construction being comprised of its contracting value less the construction work completed, which
is the main component of the revenue figure. Therefore, it is not possible to present a reconciliation of the Order Book
to our Financial Statements. We believe the difference between the construction work completed and the revenues
reported for the Construction Business Division in the Audited Financial Statements is attributable to the fact that
these are subject to, among others, the following adjustments: (i) consolidation adjustments, (ii) charges to joint
ventures, (iii) sale of machinery, and (iv) reverse factoring income.
The following table sets forth the Construction Business Division Order Book as of December 31, 2025 and 2024:
As of December 31, | ||
2025 | 2024 | |
(in millions of euros) | ||
Budimex ............................................................................................................. | ||
Webber ................................................................................................................ | ||
Ferrovial Construction ........................................................................................ | ||
Construction ..................................................................................................... | ||
Construction Order Book increased by 4.1% to EUR 17,438 million as of December 31, 2025 from EUR 16,755
million as of December 31, 2024 due to new projects awarded to Webber and Ferrovial Construction (mainly the High
Speed 2 Track in UK). For an overview of our new projects, see “Item 4. Information on the Company—B. Business
Overview—3. Group Overview—3. Our Business Divisions—3. Construction Business Division.”. The Order Book
breakdown by geography in 2025 was: U.S. & Canada 46%; Poland 22%; Spain 14%; UK 12%; Australia 1%; and the
rest of the world 5%.
ITEM 19. EXHIBITS
The following documents are filed as part of this Annual Report.
EXHIBIT INDEX | ||||||
Incorporation by Reference | ||||||
Form | File No. | Exhibit No. | Filing Date | Filed / Furnished | ||
Exhibit No. | Description | |||||
12.1 | * | |||||
12.2 | * | |||||
* Filed herewith.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.
Dated: October 2, 2026 | Ferrovial N.V. |
By: /s/ Ignacio Madridejos | |
Name: Ignacio Madridejos | |
Title: Chief Executive Officer | |
By: /s/ Ernesto Lopez Mozo | |
Name: Ernesto López Mozo | |
Title: Chief Financial Officer |
Exhibit 12.1 CERTIFICATION I, Ignacio Madridejos, certify that: 1. I have reviewed this annual report on Form 20-F/A of Ferrovial N.V. (formerly Ferrovial SE); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report. Date: October 2, 2026 /s/ Ignacio Madridejos Ignacio Madridejos Chief Executive Officer (principal executive officer)
Exhibit 12.2 CERTIFICATION I, Ernesto Lopez Mozo, certify that: 1. I have reviewed this annual report on Form 20-F/A of Ferrovial N.V. (formerly Ferrovial SE); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report. Date: October 2, 2026 /s/ Ernesto Lopez Mozo Ernesto Lopez Mozo Chief Financial Officer (principal financial officer)