Airports

As of December 31, 2024, Ferrovial has contributed USD 801 million of equity to the NTO (New Terminal One) project at New York’s John F. Kennedy International Airport. Ferrovial’s total equity commitment for the project is USD 1,142 million, with remaining equity contribution totaling of USD 341 million to be injected in 2025 and 2026.

The development of the project currently  progresses  within expectations. Construction progress had reached 60% by the end of 2024. The main milestones achieved in Q4 2024 were the completion of the headhouse weathertight and the beginning of the pre- commissioning of the baggage handling system. The terminal is expected to be operational in 2026, with the concession contract ending in 2060.

NTO has reached 16 agreements with airlines, including contracts executed with ten airlines (Air France, LOT, Etihad, KLM, Korean Airlines¹, EVA Air, Philippine Airlines, Air Serbia, SAS and Neos), five of which were signed in 2024. Additionally, NTO has signed six letters of intention with Turkish Airlines, Air China, and other international carriers. Also, advanced discussions are currently ongoing with a group of leading international carriers.

NTO issued USD 2.55 billion in green bonds in June 2024, the largest issuance of tax-exempt airport debt ever completed, with an all-in interest cost of 4.65% (weighed average maturity of 30 years).

Traffic: number of passengers reached 0.9 million in Q4 2024, +9.1% vs. Q4 2023. Domestic traffic increased due to higher capacity coupled with an increase in load factors. International traffic also delivered a strong performance, driven by Russia and the UK.

The airport recorded 5.6 million passengers in 2024, +7.7% higher than in 2023, driven by several airlines’ increased capacity and new routes to the UK and other European countries, as well as higher domestic traffic.

The region of Sarıgerme located in Muğla Province, south-west Turkey, has been declared as a tourism development area. This recognition is expected to enable the development of hotels and golf courses, which should help support the growth of the airport.

Revenue reached EUR 15 million in Q4 2024 (+79.0% vs Q4 2023). In 2024, revenue totaled EUR 82 million (+16.2% vs 2023), boosted by higher passenger volumes coupled with better non-aero performance, mainly from duty free which introduced a new lay-out in 2024.

Adjusted EBITDA stood at EUR 10 million in Q4 2024 (+28.0% vs Q4 2023) and EUR 64 million in 2024 (+16.6% vs 2023).

Cash amounted to EUR 34 million as of December 31, 2024 (EUR 18 million as of December 31, 2023).

Dalaman net debt stood at EUR 70 million as of December 31, 2024 (EUR 96 million as of December 31, 2023).

Sale of Ferrovial stake (19.75%) in Heathrow

On June 14, 2024, Ferrovial announced that Ardian and PIF had made a revised offer to acquire shares representing 37.62% of the share capital of FGP Topco for GBP 3.3 billion, Ferrovial’s share (19.75%) for GBP 1.7 billion. The offer has been accepted by Ferrovial and certain of the Tagging Shareholders. As a result, an agreement has been entered into pursuant to which Ferrovial and certain Tagging Shareholders sold a pro rata portion of their shares in FGP Topco, such that Ferrovial will retain 5.25% and the Tagging Shareholders 4.75% of the share capital of FGP Topco. Ardian and PIF will hold shares representing c. 22.6% and c.15.0%, respectively, through separate vehicles.

On December 12, 2024, Ferrovial and the Tagging Shareholders completed the sale of 37.62% of the share capital of FGP Topco. As a result of the transaction, Ferrovial recognized at 2024 year-end a profit of EUR 2,570 million, of which EUR 2,023 million corresponds to the shares sold and EUR 547 million to the 5.25% stake retained, which will be registered as a financial investment valued at fair value with changes recognized through profit and loss.

Heathrow 5.25% stake divestment

On February 26, 2025, Ferrovial announced that a binding agreement has been reached with Ardian for the sale of its entire stake (5.25%) in FGP Topco Ltd. (Topco), parent company of Heathrow Airport Holdings Ltd., for c. GBP 455 million, which will be adjusted with an interest rate to be applied until closing. As part of the same agreement, other shareholders of Topco, including CDPQ, have also reached an agreement to sell an additional 4.75% to Ardian.

The transaction is subject to complying with the right of first offer (ROFO) which may be exercised by Topco shareholders pursuant to the Shareholders’ Agreement and the Articles of Association of the company.

Full completion of the acquisition under the agreement is also subject to the satisfaction of applicable regulatory conditions.

Sale of Ferrovial stake (50%) in AGS

On November 13, 2024, Ferrovial announced that an agreement has been reached with Avialliance UK Limited for the sale of its entire stake (50%) in AGS Airports Holdings Limited (AGS), the parent company owning the Aberdeen, Glasgow and Southampton Airports. As part of the agreement, Macquarie (Ferrovial’s joint venture partner in AGS) will also sell its entire stake (50%) in AGS.

The agreement valued 100% of the stake at GBP 900 million, representing the equity value for a 100% interest in AGS.

On January 28, 2025, Ferrovial announced the completion of the sale of its stake in AGS for GBP 450 million. This will give rise to a capital gain of c.EUR 300 million which is expected to impact the results of Q1 2025.