C O N T E N T S. Balances Sheets at 31 December 2008 and Income Statements for the years ended 31 December 2008 and

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3 C O N T E N T S Page Balances Sheets at 31 December 2008 and Income Statements for the years ended 31 December 2008 and Statements of Changes in Equity for the years ended 31 December 2008 and Cash Flow Statements for the years ended 31 December 2008 and Notes to the Financial Statements 1 Activity 8 2 Basis of presentation of the Annual Financial Statements 8 3 Appropriation of profit 10 4 Issues related to the transition to new Accounting Principles 11 5 Accounting policies 18 6 Financial risk management policy 30 7 Use of estimates and sources of uncertainty 34 8 Intangible assets 36 9 Property, plant and equipment Financial assets and liabilities by category Investments in group companies and associates Financial investments Inventories Trade and other receivables Cash and cash equivalents Capital and reserves Provisions Bonds and other debt securities Bank borrowings Derivatives Measurement of financial instruments Tax Income and expenses Guarantee commitments to third parties and other contingent liabilities Commitments Directors remuneration Remuneration of Senior Management Related-party transactions and balances Fees for services provided by auditors Financial position and subsequent events Explanation added for translation to English 87 Appendix Management Report 105 Proposed appropriation of profit for

4 Translation of annual accounts originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain (see Note 31). In the event of a discrepancy, the Spanish-language version prevails IBERDROLA, S.A. Balances Sheets at 31 December 2008 and 2007 (Thousands of euros) ASSETS Notes (*) (unaudited) NON-CURRENT ASSETS 41,643,597 34,581,733 Intangible assets 8 84,478 71,159 Software 75,770 50,413 Other intangible assets 8,708 20,746 Property, plant and equipment 9 772, ,839 Land and buildings 247, ,877 Plant and other PP&E items 495, ,403 PP&E under construction and prepayments 29,409 20,559 Investments in group companies and associates 37,070,007 32,686,819 Equity instruments 11 32,228,055 29,674,309 Loans to companies 11,28.1.a 4,754,596 2,911,152 Debt securities 11 2,664 4,349 Derivatives 20, 28.1.c 84,267 96,853 Other financial assets 11, 28.1.a Non-current Financial Investments 3,252, ,382 Equity instruments 12 12, ,849 Loans to third parties 12 2,899,283 41,183 Derivatives ,093 92,389 Other financial assets 12 3,411 2,961 Deferred tax assets , ,731 Long-term trade receivables 43,736 49,803 CURRENT ASSETS 7,746,844 7,867,732 Inventories 13 97,428 35,429 Commercial inventories 97,428 35,429 Trade and other receivables 1,356,256 1,013,783 Trade receivables , ,936 Receivable from group companies and associates 14, 28.1.b 151,108 30,426 Other receivables 14 51,658 43,791 Receivables from employees Current income tax assets Other receivables from Public Administrations , ,465 Investments in Group companies and associates 4,396,681 5,268,836 Loans to companies 28.1.a 278, ,038 Debt securities 11 1,966 1,795 Derivatives 20, 28.1.c 71,648 61,053 Other financial assets 28.1.a 4,044,755 4,936,950 Current Financial Investments 1,096,718 1,517,011 Loans to third parties 12 50,168 1,098,405 Debt securities Derivatives 20 1,043, ,909 Other financial assets 12 2, Accruals 3,164 25,201 Cash and cash equivalents ,597 7,472 Cash 27,214 - Cash equivalents 769,383 7,472 TOTAL ASSETS 49,390,441 42,449,465 (*) The Balance Sheet at 31 December 2007 is presented for comparison purposes only. These Notes and the Appendix are an integral part of the Balances Sheets at 31 December 2008 and

5 Translation of annual accounts originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain (see Note 31). In the event of a discrepancy, the Spanish-language version prevails IBERDROLA, S.A. Balances Sheets at 31 December 2008 and 2007 (Thousands of euros) EQUITY AND LIABILITIES Notes (*) (unaudited) EQUITY 19,919,183 20,050,772 CAPITAL AND RESERVES 16 20,106,638 19,697,061 Share capital 3,751,743 3,745,307 Issued capital 3,751,743 3,745,307 Share premium 11,878,001 11,828,756 Reserves 3,516,412 3,715,952 Legal and statutory reserves 749, ,061 Other reserves 2,767,351 2,966,891 Treasury shares and equity investments (898,608) (1,316,718) Retained earnings 922, ,105 Retained earnings 922, ,105 Profit/loss for the year 1,638,704 1,400,727 Interim dividend (715,332) (574,280) Other equity instruments 13,303 2,212 Unrealised gains/losses reserve 16 (187,455) 353,711 Available-for-sale financial assets - 347,731 Hedging instruments (187,455) 5,980 NON-CURRENT LIABILITIES 17,761,905 13,740,798 Provisions 812, ,700 Provisions for employee benefits , ,021 Other , ,679 Borrowings 6,439,865 5,553,693 Bonds and other debt securities 18 1,756,789 1,638,687 Bank borrowings 19 4,300,754 3,623,584 Derivatives , ,340 Other financial liabilities 12,260 53,082 Borrowings from group companies and associates 28 10,072,217 7,009,552 Deferred tax liabilities , ,493 Accruals 40,406 41,360 CURRENT LIABILITIES 11,709,353 8,657,895 Borrowings 6,296,179 2,968,446 Bonds and other debt securities , ,008 Bank borrowings 19 5,256,290 2,013,648 Derivatives , ,665 Other financial liabilities 747, ,125 Payables to group companies and associates 28 4,005,516 4,876,277 Trade and other payables 1,406, ,834 Suppliers 911, ,102 Suppliers, group companies and associates 28.1.b 185, ,167 Other payables 172, ,547 Employee benefits payable (outstanding remunerations) 18,853 19,694 Other payables to Public Administrations , ,324 Accruals 843 1,338 TOTAL EQUITY AND LIABILITIES 49,390,441 42,449,465 (*) The Balance Sheet at 31 December 2007 is presented for comparison purposes only. The accompanying Notes and Appendix are an integral part of the Balances Sheets at 31 December 2008 and

6 Translation of annual accounts originally issued in Spanish and prepared in accordance with accounting principles generally accepted in Spain (see Note 31). In the event of a discrepancy, the Spanish-language version prevails IBERDROLA, S.A. Income Statements for the years ended 31 December 2008 and 2007 (Thousands of euros) Notes (*) (unaudited) CONTINUING OPERATIONS Revenue ,057,314 2,454,844 Sale of goods 3,912,621 2,327,770 Rendering of services 144, ,074 Work performed by the entity and capitalised 14,608 14,574 Cost of sales 23.2 (3,689,200) (2,064,823) Consumption of goods for resale (3,208,044) (1,772,607) Consumption of raw materials and other consumables (20,978) (16,817) Work performed by third parties (460,178) (275,399) Other operating income 275, ,464 Ancillary income 275, ,392 Grants related to income Staff costs (239,957) (213,042) Wages, salaries and other (144,666) (157,553) Social security costs, and other 23.3 (95,291) (55,489) Other operating expense (379,901) (283,168) External services (291,570) (197,730) Taxes (19,940) (37,649) Losses on, impairment of and change in trade provisions (60,875) (40,000) Other operating expenses (7,516) (7,789) Depreciation and amortisation 8, 9 (105,092) (100,863) Grants related to non-financial assets and other grants 3 - Overprovisions 39, Impairment losses and gains/losses on disposal of non-current assets 23.5 (5,663) 58,568 Gains/losses on disposals and other gains and losses (5,663) 58,568 OPERATING PROFIT OR (LOSS) (32,797) 239,715 Finance revenue ,383,064 1,699,206 From equity investments In group companies and associates 1,881,305 1,223,548 In third parties - 17,471 From debt securities and other financial instruments Of group companies and associates 418, ,264 Of third parties 83,355 64,923 Finance cost 23.6 (1,041,154) (925,909) Borrowings from group companies and associates (584,999) (369,343) Third-party borrowings (427,757) (540,004) Provision discount adjustment (28,398) (16,562) Change in fair value of financial instruments 170, ,215 Trading portfolio and other securities (215,289) 30,459 Gains on available-for-sale financial assets for the period , ,756 Exchange gains ,915 60,313 Impairment and gains/losses on disposal of financial instruments (60,796) 138,015 Impairment and losses (99,525) 137,859 Gains/losses on disposals and other gains and losses 38, NET FINANCE COST 1,527,947 1,131,840 PROFIT BEFORE TAX 1,495,150 1,371,555 Income tax expense ,554 29,172 PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS 1,638,704 1,400,727 PROFIT FOR THE YEAR 1,638,704 1,400,727 (*) The Income Statements for 2007 is presented for comparison purposes only. The accompanying Notes and Appendix are an integral part of the Income Statements for the years ended 31 December 2008 and

7 IBERDROLA, S.A. Statements of changes in equity for the years ended 31 December 2008 and 2007 (Thousands of euros) A) Statements of Recognised Income and Expense for the years ended 31 December 2008 and 2007 Notes (*) (unaudited) PROFIT FOR THE PERIOD 1,638,704 1,400,727 INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY From measurement of financial instruments - 380,067 Available-for-sale financial assets ,067 From cash flow hedges 20 (270,292) (8,349) From actuarial gains and losses and other adjustments 17.a 11,696 34,417 Tax effect 77,579 (122,703) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (181,017) 283,432 AMOUNTS TRANSFERRED TO INCOME STATEMENT From measurement of financial instruments (496,758) (123,665) Available-for-sale financial assets (496,758) (123,665) From cash flow hedges (6,047) (37,595) Tax effect 150,844 48,378 TOTAL AMOUNTS TRANSFERRED TO INCOME STATEMENT (351,961) (112,882) TOTAL RECOGNISED INCOME AND EXPENSE 1,105,726 1,571,277 (*) The Statement of Recognised Income and Expense for 2007 is presented for comparison purposes only. The accompanying Notes and Appendix are an integral part of the Statements of Recognised Income and Expense for the years ended 31 December 2008 and

8 IBERDROLA, S.A. B) Statement of Changes in Equity for the years ended 31 December 2008 and 2007 (Thousands of euros) Share capital Share premium Reserves Treasury shares and equity investments Retained earnings Profit/loss for the year Interim dividend Other equity instruments Unrealised gains/losses reserve Grants donations and legacies TOTAL ADJUSTED BALANCE AT 1 JANUARY ,704, ,577 2,953,189 (3,223) 1,049, ,964 (405,697) - 206,390-7,905,232 Total recognised income and expense , ,400, ,321-1,571,277 Transactions with shareholders and owners Capital increases 1,040,659 12,104, ,144,967 Dividends paid (154,650) (940,964) (168,583) (1,264,197) Transactions with treasury shares or own equity instruments (net) ,342 (1,313,495) (1,303,153) Other changes in equity - (735,129) 729, , (3,354) BALANCE AT 31 DECEMBER ,745,307 11,828,756 3,715,952 (1,316,718) 895,105 1,400,727 (574,280) 2, ,711-20,050,772 ADJUSTED BALANCE AT 1 JANUARY ,745,307 11,828,756 3,715,952 (1,316,718) 895,105 1,400,727 (574,280) 2, ,711-20,050,772 Total recognised income and expense - - 8, ,638, (541,166) - 1,105,726 Transactions with shareholders and owners Capital increases 6,436 49, ,681 Dividends paid ,522-27,310 (1,400,727) (141,052) (1,468,947) Transactions with treasury shares or own equity instruments (net) - - (253,250) 418, ,860 Other changes in equity , ,091 BALANCE AT 31 DECEMBER ,751,743 11,878,001 3,516,412 (898,608) 922,415 1,638,704 (715,332) 13,303 (187,455) - 19,919,183 6

9 IBERDROLA, S.A. Cash Flow Statements for the years ended 31 December 2008 and 2007 (Thousands of euros) Notes 2008 CASH FLOWS FROM OPERATING ACTIVITIES 2007 (*) (unaudited) Profit before tax 1,495,150 1,371,555 Adjustments to profit (1,379,585) (998,486) Depreciation and amortisation 9 65, ,702 Impairment losses - - Changes in provisions - - Grants released to income 3 - Gains/losses from derecognition and disposals of fixed assets 9 66,459 (18,568) Gains/losses from derecognition and disposal of financial instruments - - Finance revenue 23 (2,383,064) (1,828,962) Finance cost 23 1,041, ,909 Exchange gains/losses - - Change in fair value of financial instruments (170,918) (168,474) Other income and expense 939 (9,093) Change in working capital 3,605,223 10,099,418 Inventories 77,643 48,882 Trade and other receivables 1,494,432 2,718,551 Other current assets - - Trade and other payables 2,033,148 7,331,985 Other current liabilities - - Other cash flows from operating activities 1,253,752 1,122,751 Interest paid (1,027,058) (716,913) Dividends received 1,857,646 1,223,549 Interest received 525, ,102 Income tax receipts (payments) (62,422) 103,112 Other payments (receipts) (39,832) (63,099) CASH FLOWS FROM OPERATING ACTIVITIES 4,974,540 11,595,238 CASH FLOWS FROM INVESTING ACTIVITIES Payments on investments (7,721,482) (23,526,045) Group companies and associates 11 (3,576,458) (20,405,345) Intangible assets 9 (47,921) (19,172) Property, plant and equipment 9 (105,030) (96,530) Investment properties - - Other financial assets 12 (3,992,073) (3,004,998) Non-current assets held for sale - - Other assets - - Proceeds from disposals 1,041,025 1,225,404 Group companies and associates 11 48,890 - Intangible assets - - Property, plant and equipment ,686 Investment properties - - Other financial assets ,679 1,157,718 Non-current assets held for sale - - Other assets - - CASH FLOWS FROM INVESTING ACTIVITIES (6,680,457) (22,300,641) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from and payments on equity instruments 222,788 10,648,124 Proceeds from issuance of equity instruments 18 55,686 11,951,277 Repayment of equity instruments - - Acquisition of own equity instruments 18 (667,155) (1,782,666) Disposal of own equity instruments , ,513 Grants, donations and legacies received - - Proceeds from and payments of financial liabilities 3,817,115 1,298,362 Issues 6,785,561 1,775,598 Bonds and other debt securities - - Bank borrowings 6,785,561 1,775,598 Payables to group companies and associates - - Other borrowings - - Repayment and redemption of (2,968,446) (477,236) Bonds and other debt securities - - Bank borrowings (2,968,446) (477,236) Payables to group companies and associates - - Other borrowings - - Dividends paid and payments on other equity instruments 18 (1,468,946) (1,263,826) Dividends (1,468,946) (1,263,826) Payments on other equity instruments - - CASH FLOWS FROM FINANCING ACTIVITIES 2,570,957 10,682,660 NET FOREIGN EXCHANGE DIFFERENCE (75,915) (60,313) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS 789,125 (83,056) Cash and cash equivalents at 1 January 7,472 90,528 Cash and cash equivalents at 1 January 796,597 7,472 (*) The Cash Flow Statement for 2007 is presented for comparison purposes only. The accompanying Notes and Appendix are an integral part of the Cash Flow Statements for the years ended 31 December 2008 and

10 IBERDROLA, S.A. Notes to the financial statements for the year ended 31 December ACTIVITY Pursuant to Article 2 of its bylaws, the corporate purpose of IBERDROLA, S.A. ( IBERDROLA ) is as follows: - To carry out all manner of activities and construction work and provide services required for, or related to, the production, transmission, switching and distribution or retailing of electric power or electricity by-products and their applications, and involving the raw materials or primary energies required for electric power generation, energy, engineering, computer and telecommunications services, services relating to the Internet, the treatment and distribution of water, the integral provision of urban and gas retailing services, and other gas storage, regasification, transport or distribution activities, which will be provided indirectly through the ownership of shares or other equity investments in companies that do not engage in the retailing of gas. - To distribute, represent and market all manner of goods and services, products, articles, merchandise, computer programs, industrial equipment, machinery, machine and hand tools, spare parts and accessories. - To engage in the research, study and planning of investment and corporate organisation projects, and to promote, set up and develop industrial, commercial and service companies. - To provide assistance and support services to the Group companies and other investees, providing for them the guarantees and collateral required for this purpose. The aforementioned activities may be performed in Spain and abroad, and may be performed totally or partially either directly by the Company or through the ownership of shares or other equity investments in other companies, subject in all cases to the legislation applicable at any given time and, in particular, to the legislation applicable to the electricity industry. IBERDROLA s only energy activity is the sale of electricity and gas to eligible customers. IBERDROLA also provides various services to other Group companies, such as leasing of measuring devices, natural gas purchases for the Group s electricity generation plants, telecommunicationsrelated services (e.g. fibre optics networks and dispatching centres), IT services and other nonoperating, backbone and support services, as well as Group financing, which is managed centrally. IBERDROLA alone has no environmental liabilities, expenses, assets, provisions or contingencies that could have a significant effect on its equity, financial position and results. Therefore, no specific environmental disclosures have been included in these Notes to the Financial Statements. IBERDROLA s registered address is at Calle Gardoqui 8, in Bilbao. 2. BASIS OF PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS The Annual Financial Statements have been prepared in accordance with prevailing mercantile legislation and the Spanish Generally Accepted Accounting Principles approved by Royal Decree 1514/2007, of 16 November. Unless stated otherwise, the figures in these annual financial statements are shown in thousands of euros. 8

11 2.1 True and fair view The Annual Financial Statements have been prepared from IBERDROLA s auxiliary accounting records, in accordance with prevailing accounting legislation, to give a true and fair view of the equity, financial position and results of IBERDROLA. The cash flow statement has been prepared to present fairly the origin and usage of IBERDROLA s monetary assets such as cash and cash equivalents. These Annual Financial Statements have been prepared by IBERDROLA s directors, will be submitted for approval by the shareholders in general meeting and are expected to be approved without modification. 2.2 Comparison of information The 2008 Financial Statements are the first Financial Statements to be prepared based on the new accounting principles approved by Royal Decree 1514/2007 of November 16. IBERDROLA has opted to measure all its assets and liabilities as per the new accounting principles at the transition date. IBERDROLA has considered the transition date to be 1 January 2007 and, therefore, for comparative purposes has included figures for 2007 alongside the 2008 figures for each item in the Balance Sheet, the Income Statement, the Statement of Changes in Equity, the Cash Flow Statement and the notes thereto. The 2007 figures have been obtained applying the principles and standards established in the new Accounting Policies approved by Royal Decree 1514/2007. Therefore, the figures corresponding to the previous year differ from those contained in the 2007 Financial Statements, which were prepared based on the Accounting Principles and Standards in force at that time. The principal differences between the accounting principles applied in the previous years and those applied this year, as well as the quantification of the impact of this change in principles at January 1 and at December 31, 2007 on equity and on 2007 results, are detailed in Note 4 "Issues related to the transition to the new Accounting Policies. IBERDROLA has prepared its Consolidated Financial Statements in accordance with International Financial Reporting Standards (IFRS). The principal balance sheet and income statement headings in the IBERDROLA Group s 2008 and 2007 consolidated financial statements are as follows: (Thousands of euros) Total assets 85,837,029 67,532,361 Equity: - Attributable to equity holders of the parent 23,363,621 25,537,218 - Attributable to minority interests 2,344,481 2,294,484 Revenue 25,196,172 17,468,037 Profit or loss for the year: - Attributable to equity holders of the parent 2,860,606 2,353,736 - Attributable to minority interests 108,092 42,281 9

12 3. APPROPRIATION OF PROFIT The Board of Directors of IBERDROLA plans to submit for approval at the General Shareholders Meeting the following distribution of 2008 profit and retained earnings: (Thousands of euros) 2008 Proposed appropriation: Retained earnings 922,415 Profit for ,638,704 2,561,119 Appropriation: To dividends: Interim dividend 715,332 Final dividend 920,428 To retained earnings 924,072 To legal reserve 1,287 2,561,119 On 16 December 2008, the Board of Directors of IBERDROLA, having examined the projections for the Company s earnings in 2008, approved the payment of an gross interim dividend of EUR per share, totalling EUR 715,332 thousand, recognised in Trade and other payables Other financial liabilities on the Balance Sheet as of 31 December This dividend was paid on 2 January The amount of this dividend is below the maximum legal limit established in Article 216 of the revised text of the Spanish Corporations Law, with regard to the results obtained since the end of the last financial year. In addition, IBERDROLA had at that date the minimum unrestricted reserves required under Article 194 of the aforementioned Law for payment of the interim dividend. The provisional accounting statement prepared as required by Article 216 of the Revised Text of the Corporations Law disclosing the existence of sufficient liquidity for distribution of the dividend, was as follows. (Thousands of euros) 2008 Liquidity available at 16 December ,287,377 Projected collections to 2 January 2009: Operating activities 1,228,029 Financing activities 521,837 Projected payments to 2 January 2009: Operating activities (740,914) Financing activities (546,329) Projected liquidity at 2 January 2009, prior to payment of the interim dividend 6,750,000 Payment of dividend, net of withholdings Interim dividend (715,332) Withholding (18%) 128,759 Projected liquidity at 2 January 2009, subsequent to payment of the interim dividend 6,163,427 Projected collections to 16 December 2009: Current and financing activities 20,545,268 Non-current transactions 198,094 Projected payments to 16 December 2009: Current and financing activities (18,650,847) Non-current transactions 3,713,000 Projected liquidity at 16 December ,542,942 10

13 Also, at the time these consolidated annual Financial Statements were prepared, the IBERDROLA Board of Directors resolved to propose to the Ordinary General Shareholders Meeting the payment of a final dividend of EUR 920,428 thousand, EUR per share gross on all the 5,002,323,716 shares comprising IBERDROLA s share capital at the date of the Board s decision. This final dividend will be paid on 1 July If this final dividend is approved at the Ordinary General Shareholders Meeting, the total dividend in 2008 will amount to EUR per share. The 2007 dividend amounted to EUR per share. 4. ISSUES RELATED TO THE TRANSITION TO NEW ACCOUNTING PRINCIPLES IBERDROLA is the parent of the Iberdrola Group which, in compliance with prevailing legislation, since 2005 has been presenting its Consolidated Financial Statements under International Financial Reporting Standards as adopted by the European Union, in conformity with Regulation (EC) 1606/2002 of the European Parliament and of the Council. As a result, IBERDROLA has availed itself of the sixth transitional provision of Royal Decree 1514/2007, under which companies whose Balance Sheet items have been integrated, prior to first-time application of the New Chart of Accounts, within Consolidated Financial Statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Commission, can measure their Balance Sheet headings in the first set of separate financial statements presented under the New Chart in accordance with the figures included in the Consolidated Annual Financial Statements, excluding the adjustments and eliminations inherent to the consolidation process and the effects of a business combination that is an acquisition, provided that: 1. The measurement criteria applied are equivalent to those established in the current Chart of Accounts and the provisions of this Royal Decree. 2. The transition date is the opening balance sheet for the period prior to the first period for which the present Royal Decree is applicable, i.e., 1 January The main adjustments and reclassifications derived from the transition are detailed below: 11

14 a) Reconciliation at 1 January 2007 and 31 December 2007 of IBERDROLA s equity reported under former Spanish accounting standards and equity reported under the new accounting principles (Thousands of euros) Note Balances under former Spanish accounting standards Net reconciliation amount on transition to new accounting principles Balances under new accounting principles 1 January 2007 Other intangible assets 1 177,690 (102,305) 75,385 Property, plant and equipment 2 656, , ,695 Non-current financial assets and receivables 3 12,087, ,800 12,364,130 Deferred tax assets 4 226,535 68, ,354 Treasury shares 5 1,045 (1,045) - Deferred expenses 6 85,136 (85,136) - Non-current assets 13,234, ,441 13,491,564 Inventories 84,311-84,311 Trade and other receivables 7 9,255,040 (19,702) 9,235,338 Cash and cash equivalents - 90,528 90,528 Current assets 9,339,351 70,826 9,410,177 TOTAL ASSETS 22,573, ,267 22,901,741 Deferred income 8 45,938 (45,938) - Provisions 705,864 (226) 705,638 Borrowings 9 5,476,976 (53,343) 5,423,633 Payables to group companies and associates and other payables 10 8,678,028 83,814 8,761,842 Uncalled capital 4,728 (4,728) - Deferred tax liabilities 11 16,942 88, ,396 Total current and non-current liabilities 14,928,476 68,033 14,996,509 Total assets less liabilities 7,644, ,234 7,905,232 Share capital 2,704,648-2,704,648 Share premium 459, ,577 Unrealised gains/losses reserve , ,390 Other reserves and profit for the year 14 4,480,773 53,844 4,534,617 EQUITY 7,644, ,234 7,905,232 12

15 (Thousands of euros) Note Balances under former Spanish accounting standards Net reconciliation amount on transition to new accounting principles Balances under new accounting principles 31 December 2007 Other intangible assets 1 170,580 (99,421) 71,159 Property, plant and equipment 2 653,624 99, ,839 Non-current financial assets and receivables 3 32,143,034 1,349,970 33,493,004 Deferred tax assets 4 169,111 95, ,731 Treasury shares 5 575,190 (575,190) - Deferred expenses 6 116,791 (116,791) - Non-current assets 33,828, ,403 34,581,733 Inventories 35,429-35,429 Trade and other receivables 7 7,901,362 (76,531) 7,824,831 Cash and cash equivalents - 7,472 7,472 Current assets 7,936,791 (69,059) 7,867,732 TOTAL ASSETS 41,765, ,344 42,449,465 Deferred income 8 629,763 (629,763) - Provisions 837, ,700 Borrowings 9 7,850, ,197 8,522,139 Payables to group companies and associates and other payables 10 13,263,608 (523,247) 12,740,361 Uncalled capital 1,239 (1,239) - Deferred tax liabilities , , ,493 Total current and non-current liabilities 22,703,799 (305,106) 22,398,693 Total assets less liabilities 19,061, ,450 20,050,772 Share capital 3,745,307-3,745,307 Share premium 12 10,635,066 1,193,690 11,828,756 Unrealised gains/losses reserve , ,711 Other reserves 14 3,325,744 (603,473) 2,722,271 Net profit for the period 14 1,355,205 45,522 1,400,727 EQUITY 19,061, ,450 20,050,772 1) Reduction due mainly to the classification of leased assets according to their nature. This reclassification is equivalent to EUR 99,215 thousand and EUR 100,308 thousand at 31 December and 1 January 2007, respectively. 2) This increase is due entirely to the classification of assets held under finance lease by nature. 3) Increase reflecting several effects: i) Recognition at fair value of equity investments in companies where the Company does not exercise control, which under the former accounting standards were measured at the lower of cost or fair value. ii) Recognition at fair value of all derivatives, including the measurement at fair value of nonhedging derivatives that IBERDROLA has contracted with certain Group companies. iii) Application of the criteria for calculating impairment losses of the investments in group companies, jointly controlled entities and associates on which the Group has hedges of net investments. 13

16 iv) Recognition of the cost of business combinations as the fair value of assets contributed instead of the value as measured under the former standards, generally book value. As a result, IBERDROLA proceeded to modify the carrying amount recognised in its Balance Sheet at 31 December 2007 for the shares of Scottish Power, Ltd. The summary of these effects is as follows: (Thousands of euros) Effect of restating investment in GALP, S.A. to fair value upon classification as an available-for-sale asset 116, ,759 Restatement of acquisition cost of Scottish Power plc business combination - 1,227,942 Effect of recognising financial derivatives with positive fair value 73,723 92,389 Effect of measuring financial derivatives with Group companies, jointly controlled entities and associates with positive fair value. 86,208 96,853 Impact of the application of the criteria for calculating impairment losses of the investments in group companies, jointly controlled entities and associates on which the Group has hedges of net investments. - (557,171) Other (93) (6,802) 276,800 1,349,970 4) The detailed effects of the transition on Deferred tax assets were as follows: (Thousands of euros) Reclassification of deferred tax assets to non-current 68,819 - Tax effect of other transition-related accounting entries - 95,620 68,819 95,620 5) Under the former Accounting Standards treasury shares acquired for purposes other than reducing share capital were classified under assets at the lower of acquisition cost, book value and fair value. Under the new accounting principles treasury shares must be recognised as a reduction in equity at acquisition cost. 6) Also, under the New Principles Financial liabilities not held for trading are measured at amortised cost. Accordingly, the deferred expenses associated with these transactions are eliminated. Under the former standards, these transactions were measured at the difference between repayment value and cash received in contracting these liabilities and taken to the income statement using financial criteria. 14

17 7) The effects on this heading can be summarised as follows: (Thousands of euros) Effect of restating investment in Red Eléctrica de España, S.A. to fair value upon classification as an available-for-sale asset 123,665 - Effect of recognising financial derivatives with positive fair value 11,394 (45,570) Effect of measuring financial derivatives with Group companies, jointly controlled entities and associates with positive fair value. 4,586 - Reclassification of deferred tax assets to non-current (68,819) - Reclassification of short term deposits to Cash and cash equivalents (90,528) (7,472) Other - (23,489) (19,702) (76,531) 8) The fundamental reason for the change in Deferred income is that under the new Accounting Principles unrealised exchange gains are recognised directly in the Income Statement. Also, long-term advances received on sales and services are recognised as other non-current payables. The detail of this and other transitional effects on Deferred income is as follows: (Thousands of euros) Reclassification of long-term advances received on sales and services to Other non-current payables. (43,206) (41,360) Recognition of unrealised exchange gains in the income statement (110) (583,972) Other (2,622) (4,431) (45,938) (629,763) 9) Changes in IBERDROLA s borrowings primarily reflect the recognition at fair value of the derivatives that IBERDROLA has arranged with certain Group companies and the financial liabilities subject to fair value hedges and the measurement of the remaining financial liabilities at amortised cost. The summary of these effects is as follows: (Thousands of euros) Measurement at fair value of liabilities subject to fair value hedges (54,367) (176,317) Measurement of debt at amortised cost (77,569) (115,291) Measurement of financial derivatives 78, ,525 Interim dividend reclassification - 574,280 (53,343) 671,197 10) Changes in this heading primarily reflect the recognition at fair value of the derivatives that IBERDROLA has arranged with certain Group companies and the financial liabilities subject to fair value hedges and the measurement of the remaining financial liabilities at amortised cost. 15

18 The summary of these effects is as follows: (Thousands of euros) Reclassification of long-term advances received on sales and services to Other non-current payables. 43,206 41,360 Measurement at fair value of liabilities subject to fair value hedges - (39,996) Effect of measuring financial derivatives with Group companies, jointly controlled entities and associates with positive fair value. 12,407 46,646 Interim dividend reclassification - (574,280) Other 28,201 3,023 83,814 (523,247) 11) The measurement of hedge derivatives and available-for-sale financial assets with gains at fair value and the recognition of unrealised exchange gains in the income statement led to the related deferred tax liability. The main effects were as follows: (Thousands of euros) Tax effect of measuring liabilities subject to fair value hedges at fair value 16,310 52,895 Tax effect on recognising unrealised exchange gains net of any gains or losses on hedges of a net investment in a foreign operation in the income statement. 38 (57,430) Tax effect of restating investments in GALP S.A. and Red Eléctrica de España, S.A. at fair value upon classification as available-for-sale assets 72, ,028 Tax effect of recognising derivatives with positive fair value 16,346 34,705 Other (16,348) (1,252) 88, ,946 12) The change in this heading reflects primarily the impact of the measurement at the listed price of IBERDROLA s rights issue in consideration for the shares received for the acquisition of Scottish Power, Ltd. and the direct recognition in reserves of the costs incurred by IBERDROLA for the capital increase carried out in connection with its acquisition of Energy East Corporation of the US for EUR 1,227,942 thousand and EUR 34,252 thousand, respectively. 13) Under the new accounting principles, changes in the fair value of derivatives classified as cash flow hedges and of available-for-sale assets are recognised, net of the corresponding tax effect, in Unrealised gains/losses reserve. 14) The transition-related adjustments with an impact on Other reserves and Profit for the year described above are as follows: (Thousands of euros) Impact on reserves of the measurement of, and gains/losses obtained on, transactions with treasury shares. (1,045) (573,977) Impact of the measurement of non-hedge derivatives and hedges of a net investment. 54,871 (19,878) Impact of the capitalisation of the costs incurred in the rights issue to acquire Energy East Corporation as a decrease in the share premium. - 34,252 Other 18 1,652 53,844 (557,951) 16

19 b) Reconciliation of IBERDROLA s profit for the year ended 31 December 2007 reported under former Spanish accounting standards and profit reported under the new accounting principles (Thousands of euros) Year ended 31 December 2007 Note Balances under former Spanish accounting standards Reclassification of extraordinary items (1) Net reconciliation amount on transition to new accounting principles Balances under new accounting principles Revenue 2,454, ,454,844 Work performed by the entity and capitalised 14, ,574 Cost of sales (2,064,823) - - (2,064,823) Other operating income 373, ,464 Staff costs (232,914) 19,872 - (213,042) Other operating expense 3 (302,341) (32,040) 51,213 (283,168) Depreciation and amortisation (105,802) 3,147 1,792 (100,863) Overprovisions Impairment losses and gains/losses on disposal of fixed assets - 58,568-58,568 Operating profit 137,120 49,590 53, ,715 Finance revenue 4 2,200,363 - (501,157) 1,699,206 Finance cost 4 (1,152,716) - 226,807 (925,909) Change in fair value of financial instruments , ,215 Translation differences 4-60,313 60,313 Impairment losses and gains/losses on disposal of financial instruments 4-138, ,015 Net finance cost/income 1,047, ,015 (53,822) 1,131,840 Extraordinary profit/loss 1 and 2 128,437 (196,693) 68,256 - Profit/loss before tax 1,313,204 (9,088) 67,439 1,371,555 Corporate income tax 42,001 9,088 (21,917) 29,172 Profit/loss for the year 1,355,205-45,522 1,400,727 1) Under the New Accounting Principles there is no extraordinary profit or loss and each item is classified according to its nature. 2) In addition, the profit or loss obtained by IBERDROLA from trading in own shares and from actuarial differences on its long-term defined contribution compensation schemes are recognised directly in equity under the new accounting standards, net of the corresponding tax effect. The detail is as follows: (Thousands of euros) Year ended 31 December 2007 Effect of eliminating gains/losses on trading in own shares (102,672) Effect of recognising actuarial differences in reserves 34,416 (68,256) 3) This adjustment reflects primarily the recognition directly in reserves of the costs incurred by IBERDROLA in raising capital in connection with its acquisition of Energy East Corporation of the US. 17

20 4) These reflect unrealised gains and losses on non-hedging financial instruments and the recognition of unrealised exchange gains. 5. ACCOUNTING POLICIES 5.1 Intangible assets Intangible assets are measured at acquisition cost or production cost, less any accumulated amortisation and any impairment losses. An intangible asset is recognised only if it is probable that it will generate future economic benefits that will flow to IBERDROLA and the cost of the asset can be measured reliably. The acquisition price or production cost includes specific and generic financial costs incurred prior to putting the asset to use for those intangible assets that take more than one year to ready for use. The useful lives of intangible assets are assessed individually to be either finite or indefinite. Intangible assets with finite lives are amortised using the straight-line method over their estimated useful lives and recoverability is analysed when events or changes in circumstances take place that indicate that their carrying amount may not be recovered. The amortisation periods and amortisation methods are revised annually at year end and, where appropriate, adjusted prospectively. Intangible assets with indefinite useful lives are not amortised, but are assessed for impairment at least annually and whenever indications of impairment exist. IBERDROLA s management reassesses the indefinite useful life classification of these assets each year. Patents, licences, trademarks and other These assets are recognised at acquisition cost and are amortised on a straight line basis throughout the shorter of their period of validity or the period to which they contribute to revenue generation. Software The costs incurred in connection with the basic computer systems used by IBERDROLA s management and developed in-house, and the amounts paid for ownership of or the right to use programs are also recorded under this Balance Sheet heading. These items are amortised on a straight-line basis over a maximum period of five years from the date on which each application comes into service. Employee benefits for employees who have worked on IT projects are recognised as an increase in the cost of the projects and recorded with a credit to Work performed by the entity and capitalised" in the income statement. The corresponding Income Statement item in 2008 and 2007 included EUR 5,490 thousand and EUR 3,817 thousand respectively, for this concept. 5.2 Property, plant and equipment Items of property, plant and equipment are measured at acquisition or production cost, including the legally permitted revaluations undertaken by IBERDROLA under Royal Decree 7/1996, less accumulated depreciation and impairment losses, if any. Finance costs of external financing The acquisition price or production cost includes specific and generic financial costs incurred prior to putting the asset to use for assets that take more than one year to ready for use. In accordance with Royal Decree 437/1998 of 20 March, the method used by IBERDROLA to determine the amount of finance costs which can be capitalised is as follows: 18

21 a) Specific sources of finance used for the acquisition or construction of specific assets for IBERDROLA are allocated to these assets and capitalised in full. b) General sources of finance, whether equity or borrowings, are assigned proportionately to the rest of IBERDROLA s assets. Finance costs accrued on borrowings and allocated to property, plant and equipment under construction (in the same proportions) are capitalised by applying the average effective interest rate for all general finance sources to the average aggregate capitalisable investment. In 2008 and 2007, IBERDROLA used the process explained above to capitalise finance costs of EUR 432 thousand and EUR 564 thousand, respectively. Also, staff costs related directly or indirectly to buildings under construction are recognised as an increase in the cost of the projects and recorded with a credit to Work performed by the entity and capitalised" in the Income Statement. The corresponding Income Statement item in 2008 and 2007 included EUR 9,118 thousand and EUR 10,757 thousand, respectively, for this concept. For lease arrangements classified as finance leases, i.e., when analysis of the substance, terms and conditions of the arrange concludes that substantially all the risks and benefits incidental to ownership of the leased item have been transferred to IBERDROLA, the asset acquired by virtue of the lease is recognised in property, plant and equipment according to its nature at the lower of fair value and the net present value of the minimum lease payments stipulated at the inception of the lease arrangement, less any accumulated depreciation and any impairment losses. Repairs which do not prolong the useful life of the assets and maintenance expenses are charged directly to the income statement as accrued. Expenses incurred for expansion or improvements which increase the productivity or prolong the useful life of the asset are capitalised as an increase in the value of the assets. Replacements or renewals of complete units are recorded as fixed asset additions, and the units replaced or renewed are retired from the accounts. Depreciation expense is recognised in the Income Statement. Depreciation of items of Property, plant and equipment commences once the corresponding test period has concluded. Depreciation of property, plant and equipment is based on cost using the straight-line method over the period the asset s estimated useful life, as follows: Average years of estimated useful life Buildings 50 Data processing equipment 5-8 Measuring devices Fibre optic installations 5-40 Dispatching centres and other assets 4-50 At each financial year-end, IBERDROLA reviews and adjusts, where necessary, the assets residual values, useful lives and depreciation method, adjusting the criteria followed prospectively as appropriate. 5.3 Impairment of non-current non-financial assets IBERDROLA assesses at each reporting date whether there is an indication that its non-current nonfinancial assets may be impaired. If any such indication exists, and in the case of any intangible asset with an indefinite useful life, the Company estimates the asset s recoverable amount. 19

22 An asset s recoverable amount is the higher of an asset s net selling price and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cashgenerating units to which the asset belongs. Impairment losses are recognised for all assets or, where appropriate, their cash-generating units, when the carrying amount exceeds the recoverable amount. Impairment losses are recognised in the Income Statement and, except in the case of goodwill, reversed if there has been a change in the estimates used to determine the asset s recoverable amount. Reversal of an impairment loss is recognised as income in the income statement and only to the extent where the increased carrying amount cannot exceed the carry amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset. The 2008 Income Statement includes EUR 8,700 thousand for this item. The 2007 Income Statement recorded nothing under this item. 5.4 Financial instruments Financial assets A) Classification and measurement To measure the financial assets it owns IBERDROLA classifies them as: 1. Loans and receivables 2. Equity investments in group companies, jointly-controlled entities and associates 3. Available-for-sale financial assets 4. Assets held for trading Assets maturing in less than 12 months from the Balance Sheet date are classified as current, while those with longer maturity periods are classified as non-current. Financial assets are measured on initial recognition at fair value. Barring evidence to the contrary, fair value is the transaction price, which is equivalent to the fair value of the consideration given plus directly attributable transaction costs. For financial assets held for trading and other financial assets at fair value through profit or loss, directly attributable transaction costs are recognised directly in the Income Statement in the year the financial asset is acquired. In addition, the initial measurement of financial assets held for trading and available-for-sale financial assets includes the amount of any preemptive subscription rights or similar acquired. a.1) Loans and receivables These are financial assets arising from the sale of goods or rendering of services in the company s ordinary course of business. This heading also includes non-trade loans, defined as financial assets that are neither equity instruments nor derivatives, with fixed or determinable payments that are not quoted in an active market. It does not include financial assets for which IBERDROLA may not recover substantially all of its initial investment, other than because of credit deterioration. After initial recognition, loans and receivables are measured at amortised cost. Interest accrued on these liabilities is recognised in the Income Statement using the effective interest rate method. 20

23 However, trade loans maturing in less than a year that do not have a contractual interest rate, as well as advances and loans granted to employees, dividends receivable and the unpaid portion of equity instruments expected to be received in the short term, are measured both initially and subsequently at nominal value when the impact of not discounting cash flows is not significant. Loans and receivables maturing in under 12 months from the balance sheet date are classified as current and those maturing in over 12 months as non-current. a.2) Equity investments in group companies, jointly-controlled entities and associates This heading includes the company s interests in the equity of group companies, jointly controlled entities and associates. After initial recognition, these investments are measured at cost less any accumulated impairment losses. When these assets must be valued, for derecognition or other purposes, they are measured using the weighted average cost method by standard groups, understood to be securities with the same rights attached. When pre-emptive subscription rights or similar are sold or transferred for exercise, the cost of the rights is deducted from the carrying amount of the related assets. a.3) Available-for-sale financial assets Available-for-sale assets are debt securities and equity instruments of other companies that are not classified in any of the other categories. After initial recognition, available-for-sale financial assets are measured at fair value, including any attributable transaction costs incurred to dispose of them. Any gains or losses in fair value are recognised directly in equity until the investment is derecognised or determined to be impaired, at which time the cumulative gain or loss previously recorded in equity is recognised in the Income Statement. However, impairment losses and exchange gains and losses on monetary financial assets denominated in foreign currency are recognised in the Income Statement. Interest on these assets, calculated using the effective interest rate method, and dividends accrued are also recognised in the Income Statement. Investments in equity instruments whose fair value cannot be determined reliably are shown at cost, less any accumulated impairment losses. When these assets must be valued, for derecognition or other purposes, they are measured using the weighted average cost method by standard groups. When pre-emptive subscription rights or similar are sold or transferred for exercise, the cost of the rights is deducted from the carrying amount of the related assets. This amount corresponds to the fair value or cost of the rights, depending on how the related financial assets are measured. a.4) Assets held for trading A financial asset is considered to be held for trading when: a) It is originated or acquired for the purpose of selling it in the short term. b) It is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking, or, c) It is a derivative, unless it is a financial guarantee contract or has been designated as a hedging instrument. After initial recognition, available-for-sale financial assets are measured at fair value, including any attributable transaction costs incurred to dispose of them. Any gains or losses in fair value are recognised in the Income Statement for the year. 21

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