Abertis Infraestructuras S.A.
Annual Report 2000

Plain-text annual report

2000 Annual Report Autopistas Acesa Group Chairman’s Letter Dear Shareholder, Once again I am pleased to address you as a shareholder of Acesa. On this occasion, it is particularly special for two rea- sons: firstly, because the Group has reached the projected level of profitability in 2000, and secondly, because during the financial year Acesa has consolidated its position as a diversified group in the management of infrastructure related to mobility and communications internationally. I wish to highlight the positive evolution that the Acesa Group has experienced during 2000 which, undoubtedly, has been aided by the favourable development of the Spanish economy, which has since an increase in its internal product and private consumption in the region of 4%. This opportunity has enabled the Group to record consolidated net profits of more than 27,000 million pesetas, 9% more than the previous year. Similarly, Group turnover was also at record levels, with operating income of more than 91,000 million, 17% more than the 1999 figure. It is an important fact that this year, for the first time, more than 25% of total Group income was derived from companies other than the parent company. In parallel to the presentation of these key figures, it is of primary importance to highlight the significant investment activity undertaken by the Group, which totalled 115,000 million this year, and represents a powerful impetus to our deve- lopment strategy. Even though the Group already had a presence in Portugal, Italy and Morocco, in 2000 the most important step in the international expansion of our activities has been taken with the two most significant investments of the year: entry into the core group of shareholders of the Italian company, Autostrade, the largest European highway concessionaire (investment of 54,000 million), and taking control of the Argentinean concessionaire, Grupo Concesionario del Oeste, the third highway concessionaire in South America by turnover (investment of 23,000 million). These two investments clearly meet the requirements that we set for the incorporation of new companies in the Acesa Group. They are shareholdings that allow us to use our know-how in infrastructure management, extend the average life of the Group’s different conces- sions and obtain a satisfactory yield with an acceptable risk profile. The Group has extended its activities this year to the telecommunications infrastructure sector, through the com- pany Tradia, in which it invested 19,000 million pesetas. The activity of the Acesa Group, as is known, is founded on the development of four main lines of activity in the area of infrastructure: highways, car parks, logistics services and tele- communications. In the management of highway concessions, the traditional and most important activity of the Acesa Group, on the margin of the investments detailed in Italy and Argentina, the positive traffic growth on the Acesa highways can be high- lighted. A total of 273 million vehicles used the network during the year, and the average daily traffic was 34,205 vehi- cles, 9% more than 1999. At the same time, a great effort has been made in the continuous improvement of the quality of service on our concessions. In this respect, the impulse given to the Quality and Safety Plan on the highway deserves special mention, being developed in collaboration with the RACC (Automobile Association) and the Red Cross, and the cre- ation, together with Áreas, of the company Areamed 2000 to improve the quality and profitability of the service areas on the highways in our concession. Other particularly notable results in the area of highway management include the increase in traffic of our subsi- diary, Aucat (Castelldefels-Sitges-El Vendrell), the positive development of the Portuguese highway, Auto-Estradas do Atlântico, and the commencement of construction work on the Madrid highways (Ring roads R-3 –Valencia- and R-5 –Extremadura-) and Galicia (Santiago-Alto Santo Domingo). The Saba Group, in the car park sector, has maintained its growth trend, with a significant increase in activity, espe- cially in Portugal and Italy. At the end of 2000 it had more than 75,000 car park spaces, an increase of 8% over the pre- 2 Chairman’s Letter Isidre Fainé i Casas Chairman vious year. Of note was the merger of the subsidiary company Euro with Saba during the year, which has generated ope- rating synergies. Also of note was being awarded the management contract for the current and future car parks at the Barcelona Airport. The activities related with the logistic services, represented by the shareholdings in the Zona Franca Logistics Park and the equipment zone of the CIM-Vallès Goods Centre, have also consolidated their expansion and development during 2000, together with a positive evolution in their results. In the activity of telecommunications infrastructure management, which commenced during the year, the highlight, as noted earlier, was taking an 87% shareholding in Tradia through Acesa Telecom. Tradia is a company focused on provi- ding network and telecommunications infrastructure services for radio stations, telecommunications operators and closed user groups, and through a plan to expand its national network of sites, it is working to broaden its services to the digital transmission of radio and television and the new UMTS mobile telephone operators. Also during the year, Xfera (sharehol- ding of 5.7%, with an investment of nearly 3,000 million) was awarded one of the four third generation UMTS mobile tele- phone licences, which enables the Acesa Group to take a position in one of most advanced technological sectors. The growth policy which the Group is employing respects prudent financing criteria, maintaining the high profitabi- lity and financial soundness that the Group is known for, without the need to seek additional resources from shareholders. As a result of the investments undertaken, consolidated assets have increased by 28% with respect to 1999 to total PTAs 680,000 million, and consolidated equity has reached 286,000 million. In addition, the increase of consolidated net profit by 9% to PTAs 27,081 million enables us, one year more, to increase the dividend payment. Consequently, the Board proposes to the Annual General Meeting a dividend of 75 pesetas per share (in total, PTAs 20,867 million), which is 5% more than 1999, in line with the annual increase in recent years. Equally, the Board proposes an increase in free float capital, issuing one bonus share for ever 20 existing shares, with economic rights from 1 January 2001. It is worth noting that in times of stock market uncertainty, like the first quarter of 2001, our share price has always maintained a very positive behaviour. We trust that this trend will consolidate in the future on the basis of the optimistic outlook that our Group offers, founded on the policy of continual growth and the steady increase of value generated. I wish to acknowledge the work of the Board of Director and the dedication of all the employees of our Group, whose contribution has been fundamental in undertaking this expansion, obtaining these results and being able to face the futu- re with optimism. In conclusion, I wish to once again express my gratitude for the confidence that you are demonstrating in our futu- re project, and also to reiterate our commitment to continue working on the creation of the leading Spanish group for infrastructures serving mobility and communications, whilst maintaining in parallel our path to increased profitability. Chairman’s Letter 3 Board of Directors B o a r d o f D i r e c t o r s 3 1 - 1 2 - 2 0 0 0 Chairman Isidre Fainé i Casas Deputy Chairman Enrique Alcántara-García Irazoqui Managing Director Salvador Alemany i Mas Directors Antonio Brufau i Niubó Caixa Catalunya (Josep Mª Loza Xuriach) Enrique Corominas i Vila Jean Louis Chaussade Pere Antoni de Dòria i Lagunas Isabel Gabarró i Miquel Enric Mata i Tarragó Ibérica de Autopistas, S.A.Concesionaria del Estado (José Mª Catá Virgili) Joaquim de Nadal Caparà Ricard Pagés i Font Manuel Raventós i Negra Antoni Vila i Bertrán Non director Secretary Alejandro García-Bragado Dalmau Non director deputy Secretary Juan Arturo Margenat Padrós 4 Board of Directors Management M a n a g e m e n t 3 1 - 1 2 - 2 0 0 0 Managing Director Salvador Alemany i Mas General Secretary Juan Arturo Margenat Padrós Autopistas Operations Manager José Vicente Solano Salinas Finance and Human Resources Manager Josep Morist i Puig Strategic Planning and Corporate Control Manager Josep Martínez i Vila Construction Division Manager Rodolfo Vicente Bach Technical Services and New Projects Development Manager Lluís Deulofeu i Fuguet International Concessions Manager Jordi Graells i Ferrández Commercial Manager Joaquim Gay de Montellà Management 5 1 2 3 4 5 Contents Acesa 2 4 2 5 Highway Network Traffic 3 1 Investments Business Developments 4 2 Introduction 4 3 Highways 4 7 Car Parks 4 9 5 1 Logistics Services Telecommunications Annual Accounts Acesa 6 6 Balance Sheet 6 8 7 0 8 7 8 9 Profit and Notes to the Management Auditor’s Loss Account Annual Accounts Report Report Highlights 1 0 1 1 Activities and Key Statistics Investments 3 3 Repairs and Maintenance 3 4 Services 3 6 3 8 3 9 Environment Human Resources Regulatory Framework Financial Management 5 4 Balance Sheets and Comments 5 6 Results and Comments 5 9 6 1 Investments Shareholders and Stock Market Acesa Group 9 0 9 2 9 4 1 1 3 1 1 5 The Annual Accounts and Management Report Consolidated Consolidated Notes to the Management Auditor’s Balance Sheet Profit and Consolidated Report Report Loss Account Annual Accounts are those approved by the Board of the company on 27 February 2001, subject to the requisite changes in the preparation of this document. 1 0 Activities and Investments 1 1 Key Statistics Highlights 1 1.1. Activities and Investments A c t i v i t i e s a n d i n v e s t m e n t s ACESA Highways Car Parks Logistics Services Telecommunications Dromogest 100 % Acesa Telecom 100 % 87.00 % Tradia 5.69 % Xfera 87.00 % 5.69 % Parc Logístic 50.00 % Areamed 2000 50.00 % Port Aventura 6.34 % USPA Hotel V. I 5.92 % Holdaucat 66.78 % Aucat 89.36 % 59.67 % Iberacesa 50.00 % 23.34 % Alazor 100 % 11.67 % Accesos Madrid 11.67 % 18.00 % Tacel 100 % 9.00 % Central Gallega 9.00 % 66.67 % Isgasa 33.33 % Saba 50.00 % Spel 100 % Fiparc 100 % Italinpa 88.04 % Satsa 40.00 % Fidelia 33.00 % Spasa 51.00 % 55.80 % 27.90 % 55.80 % 55.80 % 49.13 % 22.32 % 18.41 % Rabat Parking 28.46 % Grupo Concesionario del Oeste 48.60 % 35.00 % Sgassa 19.53 % Auto-Estradas do Atlântico 10.00 % Acesa Italia 100 % 12.83 % Schemaventotto 12.83 % 30.00 % Autostrade Iberpistas Idisa 3.85 % 2.00 % 14.29 % Acesa Chile 99.00 % 1 0 Annual report Group company Investment portfolio Non trading Direct shareholding Indirect shareholding Acesa 00 % 00 % 1.2. Key Statistics K e y s t a t i s t i c s ( m i l l i o n s o f p e s e t a s ) P A R E N T 1996 1997 1998 1999 2000 Kilometres travelled (millions) 5,115 5,433 5,793 6,181 6,779 Average Daily Traffic - Toll (vehicles/day) (1)24,20325,726 27,480 29,471 30,484 Average Daily Traffic - Total (vehicles/day)25,807 27,486 29,312 31,272 34,205 Gross fixed assets 405,565 411,311 416,806 432,293 505,501 Equity 261,423 268,755 273,887 278,517 284,173 Provisions and depreciation 101,996 108,324 118,392 127,397 135,735 Financial debt 28,000 28,000 18,100 15,570 90,603 Gross toll income Ebitda (1) Operating profit 53,164 57,763 62,700 61,545 67,398 41,422 45,549 49,150 47,005 51,591 38,482 41,767 39,264 38,094 41,392 Profit before corporation tax 36,316 38,780 36,722 37,143 39,612 Total dividends 17,167 18,026 18,927 19,873 20,867 Average number of employees 1,096 1,101 1,133 1,178 1,238 C O N S O L I D A T E D Gross fixed assets Equity 1996 1997 1998 1999 2000 420,571 427,468 436,317 531,386 654,490 262,039 269,247 274,296 279,735 286,429 Provisions and depreciation 110,278 118,062 129,344 153,929 179,400 Financial debt 28,000 28,128 18,954 78,782 192,017 Operating revenue Ebitda (2) Operating profit 59,076 64,124 68,883 78,426 91,440 43,705 48,303 52,162 56,550 64,022 39,768 43,211 41,120 44,261 49,208 Profit before corporation tax 37,392 39,667 37,835 40,330 43,198 Average number of employees 1,433 1,447 1,514 1,971 2,897 (1) As from 2000, free circulation on the ring roads of Girona, Barcelona and Tarragona is excluded, in accordance with R.D.101/2000. Applying homogeneous criteria for 1999, the ADT would be 28,845. (2) Operating revenue (excluding activations) less operating expenses (excluding depreciation and provisions). Annual report 1 1 A C E S A - K i l o m e t r e s t r a v e l l e d (millions) 7,000_ 6,000_ 5,000_ 4,000_ 3,000_ 2,000_ 1,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 I n c r e a s e o f m o r e t h a n 3 0 % i n 1 9 9 6 - 2 0 0 0 p e r i o d A total distance of 6,779 million kilometres were travelled on the Autopistas network in 2000, an increase of 9.7%, above the growth rate of recent years. The increase registered since 1996 has been 32.5%, representing an accumulated annual growth of 7.3%. A C E S A - F i n a n c i a l s t r u c t u r e 500,000_ 400,000_ 300,000_ 200,000_ 100,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 Equity Provisions for risks and expenses Debt Other liabilities Total assets of more than PTAs 500,000 million with a more efficient financial structure At 31 December 2000 liabilities of Acesa totalled PTAs 518,116 million. An increase of PTAs 75,033 million in debt was recorded in 2000 due to new transactions to cover the financial requirements of the investments made by the company. This increased level of debt provides for a more efficient financial structure. 1 2 Annual report A C E S A - I n v e s t m e n t s 120,000_ 100,000_ 80,000_ 60,000_ 40,000_ 20,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 More than PTAs 100,000 million in accumulated investments in subsidiary and associated com - panies The significant investments made in the development of the Group have seen net investments rise to PTAs 109,334 million. Highlighted amongst the investments made during the year, are the investment in Autostrade, S.p.A., Grupo Concesionario del Oeste, S.A. and Acesa Telecom, S.A.. A C E S A G R O U P - O p e r a t i n g p r o f i t 70,000– 60,000_ 50,000_ 40,000_ 30,000_ 20,000_ 10,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 I n c r e a s e i n t h e p e r i o d 1 9 9 6 - 2 0 0 0 e x c e e d s 4 5 % The consolidated figures show the evolution of the different companies and the incorporation of new companies in the con- solidation perimeter, with a marked increase in recent years. Group operating profit (operating income excluding activations, less operating expenses excluding depreciation and the rever- sion fund) increased by 13% in 2000, reaching PTAs 64,000 million. Annual report 1 3 A C E S A G R O U P - P r o f i t r e c o r d e d b y p a r e n t c o m p a n y 30,000_ 25,000_ 20,000_ 15,000_ 10,000_ 5,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 PTAs 125,000 million in the last five years Growing contribution of the different companies in the Group, with total profit exceeding PTAs 27,000 million in the financial year, an increase of 9% over the previous year. A C E S A - D i v i d e n d s 25,000_ 20,000_ 15,000_ 10,000_ 5,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 High yield and steady growth Total dividends in 2000 exceeded PTAs 20,000 million. In recent years dividends have had an accumulated growth of 5% due to a stable dividend policy combined with an increase in the number of shares through the bonus share issues. 1 4 Annual report Subsidiary company highlights H i g h w a y s A U C A T - A v e r a g e d a i l y t r a f f i c ( A D T ) 40,000_ 30,000_ 20,000_ 10,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 Stretch I Stretch II A U C A T - N e t t o l l i n c o m e ( m i l l i o n s o f p e s e t a s ) 10,000_ 8,000_ 6,000_ 4,000_ 2,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 One of the highest traffic growth rates in the sector Traffic increased by 18%, one of the most significant growth rates in the sector in 2000. Toll income increased by 16.3%. Net profit increased by 54% to exceed 1,600 million pesetas. Annual report 1 5 H i g h w a y s A U T O P I S T A D E L O E S T E ( A r g e n t i n a ) - T r a f f i c g r o w t h ( m i l l i o n s o f t r a n s a c t i o n s ) 1 0 0 _ 7 5 _ 5 0 _ 2 5 _ 0 _ 1 9 9 8 1 9 9 9 2 0 0 0 A U T O P I S T A D E L O E S T E ( A r g e n t i n a ) - N e t t o l l i n c o m e (millions of dollars) 1 0 0 _ 7 5 _ 5 0 _ 2 5 _ 0 _ 1 9 9 9 2 0 0 0 Taking control in Argentina Acquisition of 48.6% shareholding (57.6% of voting rights), which will serve as a platform for future expansion in the area. Traffic (measured in number of transactions) reached 61.4 million vehicles, up from 58 million vehicles in 1999, an increase of 5%. Net toll income reached close to 82 million dollars. Net profits in 2000 exceeded 22.2 million dollars. 1 6 Annual report H i g h w a y s A U T O S T R A D E ( I t a l y ) - A v e r a g e d a i l y t r a f f i c ( A D T ) 50,000_ 40,000_ 30,000_ 20,000_ 10,000_ 0 _ 1 9 9 8 1 9 9 9 2 0 0 0 A U T O S T R A D E ( I t a l y ) - N e t t o l l i n c o m e ( m i l l i o n s o f p e s e t a s ) 500,000_ 400,000_ 300,000_ 200,000_ 100,000_ 0 _ 1 9 9 8 1 9 9 9 2 0 0 0 Part of core group of shareholders of the leading european toll higway operator Increase of traffic by 3.5% in 2000. Toll income increased by 5% (reaching 314,368 million pesetas) and operating expenses, in contrast, fell by 7% to 205,039 million pesetas. Net profit increased by 20%, reaching a total of 59,430 million pesetas. Annual report 1 7 H i g h w a y s A U T O - E S T R A D A S D O A T L Â N T I C O ( P o r t u g a l ) - A v e r a g e d a i l y t r a f f i c ( A D T ) 20,000_ 15,000_ 10,000_ 5,000_ 0 _ 1 9 9 9 2 0 0 0 A U T O - E S T R A D A S D O A T L Â N T I C O ( P o r t u g a l ) - N e t t o l l i n c o m e ( m i l l i o n s o f p e s e t a s ) 8,000_ 6,000_ 4,000_ 2,000_ 0 _ 1 9 9 9 2 0 0 0 Consolidation of traffic and stretch under construction to commence operating in 2001 Positive traffic growth with a 9% increase compared to 1999. Increase of 40% in toll income, to 5,479 million pesetas. Net profit has risen from 54 million pesetas in 1999 to 268 million pesetas in 2000. Stretch under construction to be operating in the last quarter of 2001. 1 8 Annual report C a r p a r k s S A B A - C a r p a r k s p a c e 100,000_ 80,000_ 60,000_ 40,000_ 20,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 S A B A - N e t o p e r a t i n g i n c o m e ( m i l l i o n s o f p e s e t a s ) 20,000_ 15,000_ 10,000_ 5,000_ 0 _ 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2 0 0 0 Boost to international activity 8% increase in the number of car spaces managed. The expansion has predominantly taken place internationally where the increase is 10%. The total number of hourly vehicle rotations increased by 12.5% compared to 1999 and the number of pass- holders by 15%. The merger between Saba and Euro took place during the year. Operating income for the year was 11,592 million pesetas an increase of 14% over the previous year. Net profit increased by 34%, to 2,209 million pesetas. Annual report 1 9 L o g i s t i c s S e r v i c e s P A R C L O G Í S T I C D E L A Z O N A F R A N C A - A r e a l e a s e d ( m 2 ) 80,000_ 60,000_ 40,000_ 20,000_ 0 _ 1 9 9 9 2 0 0 0 Warehousing Officies P A R C L O G Í S T I C D E L A Z O N A F R A N C A - N e t i n c o m e ( m i l l i o n s o f p e s e t a s ) 5 0 0 _ 4 0 0 _ 3 0 0 _ 2 0 0 _ 1 0 0 _ 0 _ Development of project which is fully lea - s e d Occupation of 100% of the constructed area (63,176 m2 of warehousing and 2,979 m2 of adjoining offices construc- ted at end of 2000). Operating income reached 472 million pesetas. 1 9 9 9 2 0 0 0 36,000 m2 of warehousing and 22,800 m2 of offices under construction. D R O M O G E S T - O p e r a t i n g i n c o m e ( m i l l i o n s o f p e s e t a s ) 4 0 0 _ 3 0 0 _ 2 0 0 _ 1 0 0 _ 0 _ 2 0 Annual report First full year of activity at the integra - ted goods centre CIM - Vallès Dromogest operates the integrated goods centre CIM- Vallès. 1 9 9 9 2 0 0 0 Total operating income rose from 145 to 308 million pesetas. Office block constructed and in promotional phase. L o g i s t i c s s e r v i c e s A R E A M E D 2 0 0 0 - F e e s r e c e i v e d ( m i l l i o n s o f p e s e t a s ) A r e a m a n a g e d A-7 A-2 A-19 A-17 Total 1 8 1 6 4 2 4 0 A c e s a e n t e r s i n t o m a n a g e m e n t o f s e r v i c e stations In its first year of activity operating income reached 1,501 million pesetas. Formed company together with Áreas, S.A. to improve management and increase the quality of services stations developing and improving client services. T e l e c o m m u n i c a t i o n s T R A D I A - O p e r a t i n g i n c o m e ( m i l l i o n s o f p e s e t a s ) Analog TV Analog radio Closed user groups Mobile phone operators Other income Gained control of the leading national ope - rator of telecommuication infrastructures More than 500 sites in Catalonia, Aragon, Balearic Islands and Valencia, of which more than 80% are multiservice. In the first year, operating income has exceeded 4,450 million pesetas. Agreement signed with Xfera to facilitate the deployment of its network. Annual report 2 1 2 4 Highway Network 2 5 Traffic 3 1 3 3 3 4 3 6 Investments Repairs Services Environment and Maintenance 3 8 Human Resources 3 9 Regulatory Framework Acesa 2 2.1. Highway Network H i g h w a y n e t w o r k Length km Open to traffic Montgat-Palafolls A-19 Montgat-Mataró A-19 Mataró-Palafolls 4 9 . 0 13.6 35.4 Barcelona-la Jonquera 1 5 0 . 0 A-17 Barcelona-Montmeló A-7 Montmeló-Granollers A-7 Granollers-Cardedeu A-7 Cardedeu-Maçanet A-7 Maçanet-North Girona A-7 North Girona-South Figueres A-7 South Figueres-la Jonquera A-7 La Jonquera-le Perthus 14.1 3.0 8.1 40.3 29.5 26.1 22.1 6.8 B a r c e l o n a - T a r r a g o n a 1 0 0 . 4 A-2 Molins de Rei-el Papiol A-7 El Papiol-Martorell A-7 Martorell-North Vilafranca A-7 North Vilafranca-South Vilafranca A-7 South Vilafranca-el Vendrell A-7 El Vendrell-Tarragona A-7 Tarragona-Salou 3.7 9.6 21.9 5.5 21.3 26.9 11.5 A - 7 Montmeló-el Papiol 2 6 . 6 Z a r a g o z a - M e d i t e r r a n e a n 2 1 5 . 5 A-2 Mediterranean-Soses A-2 Soses-Alfajarín Total highway network 106.3 109.2 541.5 July June 1 9 6 9 1 9 9 4 Nov. Nov. Jan. June June Dec. June June Jan. Jan. Dec. 1 9 6 9 1 9 6 9 1 9 7 0 1 9 7 0 1 9 7 1 1 9 7 4 1 9 7 5 1 9 7 6 1 9 7 2 1 9 7 2 1 9 7 2 March 1 9 7 3 July June Aug. July July April 1 9 7 3 1 9 7 4 1 9 7 4 1 9 7 7 1 9 7 6 1 9 7 7 2 4 Annual report Service areas 2.2. Traffic Traffic The positive performance of the Spanish economy in 2000 once again was reflected in the increase in mobility of people and transportation of goods, and consequently, in the traffic recorded on major routes and particularly, on toll highways. Together with this general effect were various factors that specifically influenced traffic volumes recorded on the highway network managed by Acesa. On the one hand, there was the effect of exemptions from toll payments on certain stretches of the network. These exemptions were covered by Royal Decree 101/2000 and include the Montmeló-el Papiol stretch and internal movements between Altafulla/Torredembarra - Vilaseca/Salou and North Girona - South Girona, being applied from 10 January 2000. On the other hand, following the collapse of the Esparreguera bridge on the National II road, heavy traffic was able to circulate freely on the Ebro highway from 12 June 2000 to 10 October 2000, when the new bridge on the national road was reopened to traffic. In this context the circulation of traffic in 2000 is analysed by the distinct highways managed, with average daily traffic (ADT) reaching 34,205 vehicles/day, the highest of the Spanish concessionaires, an increase of 9.4% over the previous year’s figure. If we exclude the traffic on the stretches which benefited from the exemptions and free passage detailed above, the ADT was 30,484 vehicles/day, an increase of 5.7% over the ADT of the previous year calculated using homo- geneous criteria. A v e r a g e d a i l y t r a f f i c ( A D T ) Total % inc. Light % inc. Heavy % inc. A D T 00/99 A D T 00/99 A D T 00/99 Montgat-Palafolls 44,744 6.6 42,839 6.6 1,906 Barcelona-la Jonquera 38,282 6.3 30,588 6.2 7,694 5.7 6.7 Barcelona-Tarragona 51,278 8.9 40,905 7.9 10,373 12.8 Montmeló-el Papiol 83,935 19.5 60,053 15.3 23,882 31.6 Zaragoza-Mediterranean 14,870 11.4 12,027 8.1 2,843 27.9 Overall concession (excl. free passage) 30,484 5.7 25,264 5.5 5,221 6.5 Overall concession (total) 34,205 9.4 27,672 8.0 6,533 15.8 Annual report 2 5 With respect to the different highways of the concession, the greatest traffic increases were registered on the Montmeló- el Papiol highway, up 19.5%, and on the Zaragoza-Mediterranean highway, up 11.4%. Barcelona-Tarragona recorded an increase of 8.9%, and Montgat-Palafolls and Barcelona-la Jonquera were up 6.6% and 6.3% respectively. Considering types of vehicles, there has been a greater increase in heavy vehicle traffic, rising by 15.8% compared to the 8% increase in light vehicles across the whole concession. There was a notable increase in heavy traffic on the Zaragoza- Mediterranean highway (27.9%), due to the temporary free passage indicated, and the increase in heavy vehicles on the Montmeló-el Papiol highway (31.6%) and Barcelona-Tarragona (12.8%) was also greater, with the exemptions in tolls applied having had a greater impact on this type of traffic. The evolution of traffic during the year is shown in the following graph, which illustrates the monthly percentage increase in total traffic with respect to the same month in the previous year, as well as the accumulated percentage increase from the beginning of the year. The year began with increases of between 12 and 14%, moderating later in parallel with other indicators in the evolution of the economy, diminishing gradually to close the year at 9.4%. % 1 6 _ 1 4 _ 1 2 _ 1 0 _ 8 _ 6 _ 4 _ 2 _ 0 _ Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. % Monthly increase % Accumulated increase E v o l u t i o n o f A D T % i n c r e a s e 2 0 0 0 / 1 9 9 9 It is observed that the lowest increase was recorded in May and October at 4.8% and 2.7% respectively. The unfavoura- ble weather conditions in the month of May primarily affected the movement of light vehicles on weekends, whereas the lower growth in October was marked by the strike which took place in the transport sector, called in protest against the increase in fuel prices, affecting all types of transport. 2 6 Annual report A v e r a g e m o n t h l y t r a f f i c ( t h e o r e t i c a l v e h i c l e s p e r d a y ) Montgat Barcelona Barcelona Montmeló Zaragoza Year 2000 Palafolls la Jonquera Tarragona el Papiol Mediterranean Total January February March April May June July 36,184 28,882 37,510 68,357 9,999 25,569 40,358 31,591 42,458 79,461 10,704 28,441 42,103 33,527 46,219 82,584 12,068 30,529 44,950 40,015 55,422 84,743 16,357 36,103 45,244 37,018 48,013 87,096 12,384 32,461 49,882 41,002 54,856 90,024 15,639 36,692 56,659 53,275 67,449 99,102 20,769 45,527 August 51,309 53,304 72,284 84,178 24,414 46,663 September 47,214 40,730 56,043 88,870 17,916 37,444 October November December Annual 42,028 34,510 46,773 81,336 13,524 31,415 41,032 32,802 43,363 83,176 11,225 29,396 39,819 32,339 44,528 78,364 13,227 29,934 44,744 38,282 51,278 83,935 14,870 34,205 The monthly ADT data by highway show the two main peak periods in the year, being the Easter break (April) and summer holidays (July-August). The highest traffic levels were recorded in these summer months at close to 100,000 vehicles/day on Montmeló-el Papiol in the month of July and more than 72,000 in August on Barcelona-Tarragona. M o n t h l y t r a f f i c f l o w ( t h e o r e t i c a l v e h i c l e s p e r d a y ) 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean Total concession Annual report 2 7 K i l o m e t r e s t r a v e l l e d (millions) 1996 1997 1998 1999 2000 Montgat-Palafolls 575 624 683 751 802 Barcelona-la Jonquera 1,560 1,667 1,771 1,973 2,102 Barcelona-Tarragona 1,599 1,673 1,751 1,725 1,884 Montmeló-el Papiol Zaragoza-Mediterranean 511 870 570 898 615 683 818 974 1,050 1,173 Total concession 5,115 5,433 5,793 6,181 6,779 T r i p s ( * ) 1996 1997 1998 1999 2000 Montgat-Palafolls 47,514,673 53,101,432 58,568,979 64,069,778 68,071,976 Barcelona-la Jonquera 40,792,396 44,415,808 47,863,886 54,808,079 60,832,071 Barcelona-Tarragona 55,382,898 57,641,606 62,453,777 57,373,733 65,012,508 Montmeló-el Papiol 51,734,693 56,684,513 61,822,131 67,271,160 68,550,853 Zaragoza-Mediterranean 7,332,587 7,710,632 8,534,143 9,334,311 10,402,712 Total concession 202,757,247 219,553,991 239,242,916 252,857,061 272,870,120 (*) Number of vehicles using each highway. D i s t a n c e t r a v e l l e d p e r v e h i c l e ( i n k i l o m e t r e s ) Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol 1996 1997 1998 1999 2000 12.1 38.2 28.9 9.9 11.8 37.5 29.0 10.1 11.7 37.0 28.0 10.0 11.7 36.0 30.1 10.1 11.8 34.6 29.0 11.9 Zaragoza-Mediterranean 118.6 116.5 114.1 112.5 112.7 Total concession 25.2 24.7 24.2 24.4 24.8 2 8 Annual report Across the network of highways managed the number of kilometres travelled in 2000 was 6,779 million and the number of vehicles that used the highways was nearly 273 million. The A-7 from la Jonquera to Tarragona is the highway that carries the most traffic, in terms of kilometres travelled, due to its double condition of being the axis for transport in the region (with a component of local movement around Girona, Granollers, Martorell, el Vendrell and Tarragona, as well as important industrial areas such as Tarragona and el Vallès) and a long distance corridor, not only at a regional level, but also internationally, with the entry of tourists and transporters from North and Central Europe that use this route (E-15 in European highway coding) for transit to the Mediterranean coast. The significant number of short trips on the A-7 (home-work) made the average trip distance on the Barcelona-la Jonquera and Barcelona-Tarragona highways 35 and 29 kilometres respectively. The absence of these short trips on the Zaragoza- Mediterranean highway, which has the same total length (215 km), resulted in an average trip distance of more than 112 kilometres per vehicle on this highway. E v o l u t i o n o f t r a f f i c f l o w ( A D T ) Montgat Barcelona Barcelona Montmeló Zaragoza Total Palafolls la Jonquera Tarragona el Papiol Mediterranean concession 15,334 15,626 24,565 19,954 7,053 13,987 15,486 15,557 23,575 19,463 6,901 13,687 16,080 15,948 23,608 22,200 6,761 13,914 16,007 15,932 23,166 22,865 6,607 13,790 16,504 16,478 23,597 23,491 6,489 14,036 17,914 17,099 24,857 24,301 6,659 14,629 19,980 18,892 27,154 27,404 7,181 16,063 23,635 21,282 30,793 31,558 8,119 18,221 26,541 23,671 34,963 42,998 9,387 20,984 31,234 26,296 39,624 51,004 11,423 24,083 31,759 26,659 40,617 52,262 12,128 24,767 32,934 27,801 42,080 54,489 12,327 25,631 34,586 28,487 41,379 49,997 12,174 25,450 36,103 28,124 40,152 45,884 11,425 24,618 31,111 28,554 41,123 46,959 10,958 24,826 29,902 28,509 43,270 48,724 11,309 25,521 32,079 28,399 43,530 52,452 11,028 25,807 34,921 30,431 45,677 58,635 11,423 27,486 38,185 32,337 47,799 63,290 12,377 29,312 41,973 36,023 47,089 70,219 13,350 31,272 44,744 38,282 51,278 83,935 14,870 34,205 1 9 8 0 1 9 8 1 1 9 8 2 1 9 8 3 1 9 8 4 1 9 8 5 1 9 8 6 1 9 8 7 1 9 8 8 1 9 8 9 1 9 9 0 1 9 9 1 1 9 9 2 1 9 9 3 1 9 9 4 1 9 9 5 1 9 9 6 1 9 9 7 1 9 9 8 1 9 9 9 2000 Annual report 2 9 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 8 0 8 1 8 2 8 3 8 4 8 5 8 6 8 7 8 8 8 9 9 0 9 1 9 2 9 3 9 4 9 5 9 6 9 7 9 8 9 9 0 0 Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean Total concession E v o l u t i o n o f t r a f f i c f l o w ( A D T ) Finally, putting the above analysis in a historical context, a significant increase in ADT can be observed over the past 20 years, an increase that was not exempt from the corresponding periods of stagnation in times of economic recession. Notable in this respect was the recession between 1980 and 1985, due to the second oil crisis, and the downturn corresponding to the economic slow- down of 1991-1993. Other aspects to be highlighted are the high increase on the Montmeló-el Papiol highway, with a somewhat erratic behaviour at times due to modifications in the alternative network, the «apparent» decline of ADT on Montgat-Palafolls in 1994 on the opening of the extension from Mataro to Palafolls to traffic (with lower traffic levels than the first stretch of the highway, causing the average for the whole highway to fall) and, finally, the moderation in the incre- ases recorded on the Zaragoza-Mediterranean highway, which is the highway most affected by improvements in the parallel network with the transformation of the N-II to public highway. Overall, the growth pattern across the whole concession has been on balance very positive. 3 0 Annual report 2.3. Investments Total investment in highways in 2000 was PTAs 3,125 million, divided almost equally between the widening and improve- ments made on different highways in operation and the payment of expropriations related to the construction of the Mataró-Palafolls stretch. These investments were largely directed at improvements in signage and highway safety, measures to reduce environ- mental impact, adaptation of tollgates to the exemptions established by Royal Decree 101/2000 and the widening of on and off-ramps and the highway on a number of toll routes in response to the needs of traffic. H i g h w a y N e t w o r k Almost PTAs 70 million was invested in improving signage, with a notable increase in the number of panel signs for the on and off-ramps on the Martorell-Vilafranca stretch. Some PTAs 25 million were invested on improving highway safety by marking the A-7 with buoys in the Girona area and on the Ebro highway, replacing and increasing the number of reflectors to improve visibility for night driving. Special emphasis was given to improvements in safety barriers, with a total investment of PTAs 110 million, which inclu- ded an expansion of the areas with barrier protection, especially on the Ebro highway, together with greater protection of the fixed signage. On the A-19 an anti-glare barrier was installed to improve night circulation. Improvements were made to certain barrier installations on highway structures that pass over national roadways or railro- ads to avoid the fall of vehicles in the event of an accident. An investment of nearly PTAs 80 million was made. Finally, further investments were made in new Red Cross bases, one opening in the Pina de Ebro service area on the A-2, and on telesurveillance, installing equipment in the Penedès service area. Investment in a series of complementary works were also carried out: PTAs 49 million was spent on environmental impro- vements, including the installation of anti-noise screens in Gelida on the A-7, and in Alella Teià and other points of the A- 19, as well as putting in breakwaters to protect the structural foundations located in river beds and the protection of slo- pes, affecting a total area of 15,000 square metres on different stretches of the A-2 and A-7. Finally, a good part of the PTAs 70 million invested on pavements was used to widen the connection between the A-7 and A-2 on the Papiol link, creating an additional lane. C o m m u n i c a t i o n a n d t r a f f i c s y s t e m s Further improvements were made to improve the internal communications network and information to clients, favouring optimum management of the network and better client service. A total of PTAs 51 million was invested. During 1999 the A-7 highway from La Jonquera to Salou was completely cabled with fibre optic, along with a digital trans- mission network providing support for telephone, toll data, computerised message panels and service areas. Following the establishment of free passage for internal circulation between Altafulla/Torredembarra - Vilaseca/Salou new booths had to be installed to provide special passes, and consequently the communications network has been extended to include these new control points for traffic entry. The application of discounts on certain toll free stretches to adjust tolls in line with the trips made has required the deve- lopment of a system that automatically detects vehicles. This is done by an electronic system (Teletac) on links without tolls. The combined investment for both measures was nearly PTAs 40 million. To improve information and service to clients 22 variable message panels were installed, 10 on the main highway and 12 Annual report 3 1 located at on-ramps. A total of PTAs 77 million was invested, including the acquisition of some new panels which will be installed progressively as part of the Quality Program that the company has instigated. A total of PTAs 13 million has been invested in a cartography project to improve the operations of the existing Integrated Control System in the centre of operations. T o l l g a t e S y s t e m s The high increase in traffic recorded in recent years and the need to incorporate the toll exemptions established at the beginning of the year meant that significant modifications had to be made in the configuration of toll plazas. On the one hand, it was necessary to increase the number of toll lanes and barriers at certain access points, and on the other, certain lanes and toll plazas had to be removed and new toll booths installed to distribute special passes used to manage access on some of the toll free routes. To begin with, the abolition of tolls on the Montmeló-el Papiol stretch required the abolition of the Sant Cugat toll, the removal of tollgate installations, and the redesign of the old platform, giving it the geometrical characteristics of a main highway, a longitudinal and transversal grade line and a median barrier. In the course of these works the incorporation of traffic on the A-7 from the Vallvidrera tunnels was improved. A total investment of PTAs 115 million was made. New toll plazas were also installed to distribute special passes at the on ramps of Altafulla/Torredembarra (south bound traffic), Reus (north bound traffic), and Vilaseca/Salou (north bound traffic). Works were undertaken to expand the Tarragona toll plaza to absorb the growing increase in traffic volume. The increased capacity of the toll plaza was achieved by constructing a staggered tollgate for north bound traffic, with five new lanes, and expanding the existing toll plaza by six lanes. Other toll plazas on the main highway and on ramps were also expanded to increase the number of lanes incorporated, including Cardedeu, la Jonquera, Fraga, Bujalaroz, Pina, Soses, Montblanc, North Figueres (on-ramps) and the tollgates at Martorell and el Vendrell (4 manual lanes for south bound traffic, especially for peak traffic at Easter). A total of 31 new lanes were installed, the majority being manual. The improvements to the toll buildings at the Tarragona on-ramp, South Girona and La Roca should also be noted. Summarising the figures, all these actions represented an investment of PTAs 400 million in the improvement of toll pla- zas, including the redesign of the Sant Cugat tollgate. 3 2 Annual report 2.4. Repairs and Maintenance Expenses on repairs and maintenance of the highways reached PTAs 4,822 million, of which 3,892 million related to spe- cific repairs and maintenance work and the remaining 993 million to materials, circulation, safety and other items. A total of PTAs 1,537 million was destined to repairs and treatment of pavement, 547 million to gardening and mainte- nance of highway environs, 443 million to the maintenance of installations, 423 million to attending accidents and subse- quent repair work, 478 million on circulation and safety, and 374 million on other maintenance work. M a i n t e n a n c e o f h i g h w a y s Under the maintenance of the highway infrastructure, work on the pavement is fundamental to maintaining the level of quality service that Acesa aims to provide its clients. This ongoing concern to maintain the pavement in optimum condi- tions is clearly illustrated as every year it represents the largest item in maintenance expenses. The program of pavement works on the highways is organised using the GSF program (Pavement Management System) based fundamentally on the data and technical parameters which result from systematic auscultation and the traffic data. A sum of PTAs 1,537 million was destined to pavement maintenance in 2000, with the main work undertaken being: main- tenance of pavement on the Montblanc-L’Albí stretch of the A-2 (both directions) and Bujaraloz-Alfajarín stretch (Zaragoza direction) and on the Palafolls-Calella stretch of the A-19; maintenance of the pavement at la Jonquera toll plaza and the la Jonquera on ramp, and specific treatment and maintenance work carried out at various locations across the concession. A total of PTAs 264 million was destined to maintenance of structures, bridges, viaducts and making panels impermeable. Under this section the maintenance work of the highway drainage system can be highlighted, with PTAs 215 million being spent to guarantee the effective operation of the various structures that it is made up of. Finally, a total of PTAs 421 million was committed to the maintenance of vertical and horizontal signage, buoy marking, crash barriers, fencing, maintenance areas and electrical installations. G a r d e n i n g a n d v e g e t a t i o n A total of PTAs 364 million was destined to gardening and the conservation of surrounding vegetation. Of this amount, 353 million was spent on cutting, fertiliser, watering and pruning along the medians and highway interchanges, as well as scrub clearance and slope trimming to reduce the risk of fire in the summer and to improve the image of the highway for users and in urban, semi-urban and adjoining areas. The remaining 11 million was destined to conservation work, including moving plantations and other occasional tasks which arose. Annual report 3 3 2.5. Services 2000 was characterised as a year of consolidation, improvement and expansion of the services initiated in 1999 through various agreements with the RACC (automobile association) and the Red Cross. These breakdown services and emergency assistance have been co-ordinated from the Operations Centre. W i n t e r t r a f f i c During the 1999/2000 winter, from November to March, winter traffic operations were carried out over a total distance of 8,196 kilometres. The areas requiring the greatest number of operations were: Bujaraloz and Montblanc on the A-2 high- way, Granollers and Girona on the A-7 highway and Santa Susanna on the A-19 highway. The Operations Centre is connected with a network of Automatic Meteorological Stations, located in the areas of Arenys de Mar and Santa Susanna on the A-19 highway and Bujaraloz on the A-2 highway. It also has other sources of informa- tion such as the meteorological service, specially designed to meet the needs of Autopistas, Televisió de Catalunya, S.A. and the Catalan Emergencies Centre (CECAT). B r e a k d o w n s e r v i c e During the year the Operations Centre co-ordinated and managed 41,656 breakdown call-outs. The seasonality of this type of service is notable, as the call-outs managed during the months of July and August represent 27% of the total. S p e c i a l t r a n s p o r t The Operations Centre managed a total of 268 authorisations for the transit of special loads over the whole network. The number of authorisations in 2000 fell considerably with respect to the previous year, due to the fact that there were no road works on the national road network obliging this type of transport to travel by highway. H i g h w a y s e r v i c e This service, carried out in collaboration with the RACC, is aimed at achieving greater safety for clients by making conti- nuous trips along the highway to detect and prevent all types of problems, gathering information about highway conditions and providing assistance in the case of accidents. S e c u r i t y The Auxiliary Security Service acts as a support group to the Security Forces, undertaking surveillance work on the high- way. The service is organised in teams that simultaneously control the highway 24 hours a day. The functions of this service were broadened during the year to include the surveillance of the toll plazas during the night shift, resulting in an increase in the number of vehicles destined to the service. In addition to the surveillance functions, the Auxiliary Security Service carries out numerous highway service tasks, incre- asing the safety of highway clients. 3 4 Annual report E m e r g e n c y a s s i s t a n c e The agreement with the Red Cross optimises the emergency assistance on the highway by centralising calls to their emer- gency centre, as well as offering an emergency assistance service to highway clients at the points installed in some of the service areas. The inclusion of the Aragon Red Cross in the agreement has enabled a new emergency assistance point to be included at the Pina service area on the A-2, which was inaugurated on 20 October. A total of 1,407 people were attended in 2000 at the emergency assistance points located in the service areas of Lleida, Penedès and la Selva, and the mobile base located in the area of l’Empordà. I n f o r m a t i o n On 30 November 2000 Acesa introduced a new 24 hour information service called «Teléfono Azul», a user call centre cre- ated with a clear service focus. The main objectives of this service are to answer calls and direct assistance on route and to inform drivers of peak traffic days and times. This service is able to offer immediate information on traffic flow across the highway network. Possible delays, accidents, incidents, and all other information that would be of interest to the driver prior to departing or whilst on route can be obtai- ned by telephoning 902200320 Acesa’s Operations Centre provides information on traffic in real time, which in turn ena- bles users to access the latest information to plan their trip. Acesa’s «Teléfono Azul» was created to first, centralise, and then channel all telephone calls from users and clients. This new service is available 24 hours a day, 365 days a year, rationalising the process of finding, processing and providing information. Annual report 3 5 2.6. Environment Sharing values with the civilian society was the axis of union with the environment promoted by the company. Accordingly, it created a series of sponsorships aimed primarily at supporting the public administration and organisations in the preser- vation and promotion of cultural patrimony. In this sense, the activities related to the protection of architectural heritage continued. Under the 1% cultural levy, which enables this percentage to be invested in new structures to protect cultural buildings in the area, the collaboration with the Granollers City Council in the construction of the city’s Public Auditorium for the city was continued. Separate from projects under the 1% cultural levy, Autopistas collaborated with the Tordera City Council, agreeing to make a contribution to the building that is used for the activities of the Fundación Clavé. The on-going collaboration with the Tarragona City Council to ensure vigilance and maintenance of the Roman quarry at Mèdol continued, this area located within the Mèdol service area, one of the enclaves in the city’s program that recently was declared a «World Heritage Site». Restoration work on the Castillo de Castellet continued according to plan during 2000, and from autumn 2001 it will beco- me the home of the Castellet del Foix Foundation. The purchase and restoration of this Cultural Heritage Site represents the culmination of 10 years acting as cultural patron, centred on the promotion and preservation of patrimony and it will be the most significant investment that the company has made in this field. Similarly, its future use as the Foundation’s centre represents a milestone in terms of new uses of restored monuments, providing a new alternative in sustaining heri- tage. Its new use as head office for the Foundation boosts its history and dignifies its past. The castle is located in an area of unique beauty, the natural reserve of the Parque del Foix, in the municipal area of Castellet i la Gornal, located betwe- en the A-7 and A-16 highways. The restoration process was presented in distinct sessions on new uses of heritage. The concession co-operated with the Fundación Castells Culturals de Catalunya, sponsoring a concert in Castellet i la Gornal, and with institutions such as l’Auditori de Barcelona or the Fundació Gran Teatre del Liceu. It also participated in other cultural acti- vities in the region of the highway network, aimed at promoting and increasing activities that can be found in the munici- pal areas which the highways serve. Amongst other activities and supporting contributions made, special mention should be given to the collaboration with the Fundación la Marató de TV3, destined on this occasion to collect funds for research on schizophrenia, and the contribution to the development of the Special Olympics 2000, celebrated in the centre at Figueres (Girona) along with other founda- tions of social interest. Joint promotional activities were undertaken with the provincial tourism patrons in Lleida and Girona-Costa Brava and with the Tourism Promotion Agency of the Barcelona Diputation. The highways are the principal communication axis for the flow of tourism in Catalonia, connecting the French border with Aragon and the rest of the country, making it the most dyna- mic distribution channel for tourism in the country. Amongst the objectives of these activities was creating awareness amongst the social and economic agents in this sector of the need to promote quality tourism. In line with the company’s commitment to safe driving, various activities were undertaken in collaboration with others or independently, aimed at promoting consciousness amongst highway users to drive safely. Together with the Department responsible within the Catalan Government, it participated in the campaign «Sé prudente, tú no tienes recambio» («Be pru- dent, you can’t be replaced»). Collaborating with the Real Automóvil Club de Catalunya (Automobile Association), the scho- ol road safety program was run for another year. Likewise, under the agreement with the Catalan Red Cross, the campaign «Juntos por la seguridad» (Together for safety), using the emergency points in the service areas to aid citizens from North Africa by providing Arabic translators and brochures and signs in French and Arabic. In support of the «Straight Crossing» 3 6 Annual report operation, a map in French and Arabic was prepared in collaboration with Aumar. In this type of joint activities with the Red Cross, 200,000 brochures were printed. In total, through the course of the year, more than one million brochures were printed and distributed. Lastly, the company web site was used to provide safety advice and include information campaigns on traffic for peak tra- vel periods. T h e C a s t e l l e t d e l F o i x F o u n d a t i o n The Castellet del Foix Foundation commenced its activities in the promotion of studies on its areas of interest: The envi- ronment, demography and economics. Different research projects were commissioned with their results expected to pro- vide greater understanding of the repercussions of major infrastructure projects and their release will provide a better understanding of the environmental impact. All these projects are being led by university researchers, who direct teams engaged in fieldwork and research. The work will be completed in 2001 and presented to the public. In addition, conferen- ces on the environment and demography were held. Activities of the Castellet del Foix Foundation included collaboration with the Asociación Prevención de Accidentes de Tráfico, the Consejo Comarcal del Alt Penedès in the prevention of fires and with the CIDOB Foundation, the Fundación Abadía de Montserrat and the Fundación Orfeó Català del Palau de la Música Catalana. Annual report 3 7 2.7. Human Resources The company’s organigram was restructured to face the new challenges, strengthening the commercial activity, namely communication and marketing, by creating a Commercial Division and the development of the group, with the formation of the International Concessions Division. T r a i n i n g p l a n Convinced of the importance of training to obtain quality service, a wide reaching training program was promoted during the year directed at the distinct groups making up the company’s work teams. By setting up and promoting the Training Plan the aim is to make training part of the company culture, and a normal element of professional activity. A total of 124 courses were run, totalling 1,632 hours, with 80% of personnel being involved. Those attending came from distinct areas of the company. Special emphasis was given to those groups that deal directly with clients, in the toll pla- zas and in direct services or telephone support on the highway. The programs were focused on attention to the client, safety and prevention, computer skills and language training, toge- ther with other courses of a more technical nature. The material covered concentrated on the specific aspects of the work, providing both basic training for those who had recently joined the company, as well as adding value to improve the level of service or completion of professional activities in the majority of cases. The response from those assisting the programs was highly satisfactory both in their evaluation of the material covered in the programs as well as its subsequent practical application. The Training Plan will continue in 2001, including intensive training on the introduction of the Euro amongst its programs, a change that will significantly affect all company person- nel. C o m m u n i c a t i o n The improvement in intensity and quality of internal communication was another objective of the company. The corporate newsletter «La autopista» serves as an information vehicle for the distinct groups located in different work centres and also the group companies. A suggestions box is used to receive and distribute ideas from employees that offer a real and specific viewpoint on the service offered. Various notifications were released as «Ultima hora» («Latest news») and «Flash laboral» («Employee News Flash»), which are informative sheets, favoured for the agility of production and distribution, used to communicate the latest developments in the day to day operations of the company. Taking advantage of the synergies created through the introduction of new technologies, the company introduced an intra- net with corporate information that is being expanded. In accordance with Royal Decree 27/2000, of 14 January, which established alternative measures of exceptional charac- ter for meeting the 2% reserve quota in favour of disabled workers in companies with 50 or more employees, the company has applied for the declaration of exceptionality to apply these alternative measures, given the high percentage of emplo- yees active on the highways, positions unsuitable for disabled people. Thus, in addition to the disabled employees in the offices, the company has applied to cover the remaining positions until it meets the reserve quota, having already applied the alternative measures that the law contemplates. 3 8 Annual report 2.8. Regulatory Framework Royal Decree 101/2000, of 21 January, established the exemption of tolls on the Montmeló-el Papiol stretch and for inter- nal circulation in Girona and Tarragona, and the compensation by the State for the loss of toll income. These exemptions were applied from 10 January 2000. Due to the collapse of the Esparreguera bridge on the N-II highway, heavy vehicles were able to travel toll free on the A- 2 highway from 12 June to 10 October 2000, the date when the bridge was reopened to traffic. During the year 2000 the State Administration and the Government of Catalonia regulated rates and tolls applicable on all highway concessions, and consequently, those awarded to this company, with the following effect: Responsibility of State Administration (A-7 la Jonquera-Barcelona-Tarragona. A-2 Molins de Rei-el Papiol. A-2 Zaragoza-Mediterranean). Royal Decree 429/2000, of 31 March, extending the rates and tolls effective since 1999 through 2000. Law 14/2000, of 29 December, on fiscal, administrative and social order measures. Articles 76 and 77 establish a new for- mula for the revision of rates and tolls and its application from 1 January 2001. The revision has resulted in an increase of 2.24%. The toll highway concessionaire companies have appealed against this new formula and Acesa has also presented the corresponding legal appeal. Responsibility of the Goverment of Catalonia ( A - 1 7 B a r c e l o n a - M o n t m e l ó a n d A - 1 9 M o n t g a t - M a t a r ó - P a l a f o l l s ) . Order of 15 March 2000 of the Territory Policy and Public Works Department which approved the annual revision of rates. The subsequent Order of 31 March 2000 of the same Department postponed the application of the new rates and tolls. Order of 27 December 2000 of the Territory Policy and Public Works Department, which cancels the above postponement and authorised a 4.2% increase in rates, being the result of the accumulation of the 1999 and 2000 rate increases. Annual report 3 9 4 2 4 3 4 7 Introduction Highways Car Parks 4 9 Logistics Services 5 1 Telecommunicatio ns Business Developments 3 3.1. Introduction The development of the Acesa Group has consolidated in 2000. The volume of investments in the growth sectors of the company was especially significant. A total of PTAs 73,700 million was invested in subsidiary and associated companies. However, if we consider the total investment in Italy the overall disbursement was more than PTAs 95,000 million, with approximately half in Italy (Autostrade, via Acesa Italia s.r.l.) and the other half divided in equal parts between Argentina (Grupo Concesionario del Oeste, S.A.) and telecommunications (Tradia and Xfera, via Acesa Telecom). The international expansion of the Group represents around 75% of the investment made during the year. The sectors where Acesa Group have focused this expansion include highway infrastructure services, where the Group par- ticipates as a technological partner in consortiums that have obtained new concessions to construct and operate toll high- ways, as well as car parks, logistics services and telecommunications. With this ample investment activity, new business opportunities are open to the Acesa Group in the areas of expansion in Spain, Europe and Latin America, which have a great growth potential. I n v e s t m e n t s i n s u b s i d i a r y a n d a s s o c i a t e d c o m p a n i e s o f t h e A c e s a G r o u p 30,000_ 25,000_ 20,000_ 15,000_ 10,000_ 5,000_ 0 _ Autostrade (3.85 %) GCO Argentina (49 % ctrol) Tradia (87 %) Saba (56 %) Aucat (60 %) Iberacesa* (50 %) Xfera (5.7 %) P. L. Zona Franca (50 %) Port Aventura (6 %) Iberpistas Dromogest (2 %) (100 %) Altres A E A Portugal (10 %) Investment in subsidiary and associated companies, 2000 Investment in subsidiary and associated companies until 31/12/1999 * Iberacesa includes shareholdings in Accesos de Madrid and Autopista Central Gallega. 4 2 Annual report 3.2. Highways S p a i n A - 1 6 H i g h w a y - P a u C a s a l s Acesa has a 59.7% shareholding in Autopistes de Catalunya, S.A. (Aucat). The concession totals 58 km divided in two stretches, the first stretch from Castelldefels to Sitges and a second stretch from Sitges to el Vendrell. The concession lasts for 50 years (1989-2039). The evolution of traffic was particularly positive, registering one of the most significant growth rates in the sector for the year. The increase on the first stretch was 16% compared to the previous year, with an ADT of 29,797 vehicles. The ADT on the second stretch was 14,296 vehicles, an increase of 21% on the 11,800 registered in the previous year. Net toll income rose strongly, due to these significant increases, reaching PTAs 8,174 million, up 16.3% on 1999. Of the total operating expenses of PTAs 3,802 million, 649 million related to personnel, 1,143 million to other operating expenses and 2,010 million to charges to depreciation and the reversion fund. A u c a t N e t p r o f i t ( m i l l i o n s o f p e s e t a s ) 2,000_ 1,600_ 1,200_ 8 0 0 _ 4 0 0 _ 1 9 9 9 2 0 0 0 This was the second year of profitability for the company. The net result for the year was PTAs 1,602, representing a 54% increase on the previous year. Aucat maintained its normal policy of collaborating in local initiatives in the district areas that the Pau Casals Highway ser- ves (Garraf and Baix Penedès). Annual report 4 3 Madrid Ring Road / Central Galicia Highway Under the agreements signed with Iberpistas, both companies transferred their respective shareholdings in the Accesos de Madrid (Madrid Ring Road) and Central Galicia Highway to the company Iberacesa (50% Acesa and 50% Iberpistas). The shareholding of Acesa in Accesos de Madrid is 11.7%. This company holds the concession for the construction and operation of the R-3 (Madrid-Arganda del Rey) and R-5 (Madrid-Navalcarnero) highways, which are 32.5 and 30.8 kilome- tres respectively. The concession period is 50 years (1999-2049). Acesa’s shareholding Autopista Central Gallega is 9%. The company holds the concession for the con- struction, maintenance and operation of the Santiago de Compostela-Ourense highway, for the Santiago de Compostela- Alto de Santo Domingo stretch with a length of 56.6 kilometres of toll highway. The concession period is 75 years (1999- 2074). During 2000 the plotting and construction plans for both projects were approved, enabling proceedings for the expropriation of land and buildings affected to be processed. In addition the construction contract was also signed and offi- cial approval gained for the revision of the ground plans. At 31 December 2000 both companies are in the process of expropriating lands, with the construction process having com- menced on both highways at the end of 2000. The estimated figures of the operative investment are PTAs 121,419 and 44,084 million respectively. Acesa, through Isgasa, is actively involved in consulting on the project and in the management of works for these concessions, and in its C e n t r a l G a l i c i a H i g h w a y M a d r i d R i n g R o a d role as technological partner, provides the latest knowledge that it has on matters related to the operation and manage- ment of tolls. I n t e r n a t i o n a l A r g e n t i n a At the end of 2000 the operation to acquire 48.6% of the shares in Grupo Concesionario del Oeste S.A., (GCO) conces- sionaire of the Acceso Oeste de Buenos Aires, was completed. Through this shareholding it controls 57.6% of the voting 4 4 Annual report rights in the company. 20% of the shares are held by a stable shareholder, IJM Corporation Berhad (Malaysia), and 30% is publicly traded on the stock exchange, of which approximately 80% is held by stable institutional investors. The highway under concession links the cities of Buenos Aires and Luján covering a distance of 52 km and has 4 lanes in each direction on the busiest stretches, reducing to 3 or 2 lanes in the stretches of lower traffic density. The concession ends in 2018. The highway route runs through a densely populated area that is growing rapidly. The population that directly benefits from the Acceso Oeste in the highway’s area of influence totals some 3 million inhabitants (without including the city of Buenos Aires). Despite the signs of recession seen in the Argentine economy, traffic (in transaction volume) reached 61.4 million vehicles in the year 2000, a figure that represents an increase of 5% over the previous year. Operating income was around 84 million dollars, a 5% increase with respect to 1999 and net profits for the year reached 22.2 million dollars (23% increase). Acesa will play an active role in the operation of the highway by providing all its experience and methodology together with the help of its professional staff. Portugal Acesa holds a 10% shareholding in Auto-Estradas do Atlântico, S.A., a highway that was opened in 1999, managing the highway concession of the west of Portugal for a period of 30 years (1998-2028). During the year there has been an upward trend in traffic with accumulated ADT excee- ding 17,600 vehicles (9% increase). Toll income rose to PTAs 5,479 million, a 40% incre- ase compared to 1999. This income corresponds to the operation of 88 km of highway that already existed, which has operated since 1998 (Lisboa-Cril / Loures-Caldas de Rainha). The construction of two new stretches totalling 82 km (Caldas da Rainha-Santarém and Caldas de Rainha-Leiria) is expected to start ope- rating next October. Profit for the year was PTAs 268 million compared to PTAs 54 million in the previous year. In service Under construction Annual report 4 5 Acesa maintains its willingness to expand in Portugal by presenting offers, toge- ther with its partners in Auto-Estradas do Atlântico, for tenders called on new concessions for the Central Coast (112 km which is the natural extension to the north of the highway operated by Auto-Estradas do Atlântico), North Lisbon (27 km) and the Metropolitan Zone to the east of Lisbon (32 km). As a technological partner, Acesa plays an active role by providing technical assistance in the installation of control systems and traffic management systems, amongst other themes. Italy Acesa forms part of the core shareholder group, represented by the company Schemaventotto, that acquired 30% of the capital of Autostrade, the largest European private highway network, managing 3,120 km of toll highways in Italy. To finance this operation, valued at PTAs 54,500 million, PTAs 28,342 was invested in Schemaventotto as share capital and the balance was financed with loans raised by Schemaventotto. In its role as the leading technological partner, Acesa controls the presidency of the Technical Committee of the Board of Directors. In spite of the decline in car sales towards the end of the year and the maturity of the network under management, traffic increased by 3.5% with average daily traffic of more than 40,000 vehicles (ADT). Consolidated toll income rose by 5% to reach PTAs 314,368 million. The com- pany’s efforts to control expenses is beginning to show results. Personnel expen- ses, which represent approximately 37% of all operating expenses fell slightly with respect to the previous year, from PTAs 78,133 million in 1999 to PTAs 76,512 million in 2000, with other operating expenses following a similar trend. Operating profit increased 31%, reaching almost PTAs 140,000 million. Net pro- A v e r a g e d a i l y t r a f f i c ( A D T ) I n c o m e ( m i l l i o n s o f p e s e t a s ) 35,000_ 30,000_ 25,000_ 20,000_ 15,000_ 10,000_ 5,000_ 0 _ 500,000_ 400,000_ 300,000_ 200,000_ 100,000_ 0 _ 1 9 9 9 2 0 0 0 1 9 9 9 2 0 0 0 Light vehicles Heavy vehicles Operating Income EBITDA Net profit 4 6 Annual report 3.3. Car Parks fit attributed to the parent company rose 20% on the previous year to PTAs 59,430 million. ACESA 55.80 % S A B A 50.00 % 100 % 100 % 88.04 % 40.00 % 33.00 % 51.00 % 35.00 % Spel Fiparc Italinpa Satsa Fidelia Spasa Rabat Parking Sgassa N u m b e r o f c a r p a r k s p a c e s 50,000_ 40,000_ 30,000_ 20,000_ 10,000_ 0 _ S a b a G r o u p General 1 9 9 9 2 0 0 0 National International During 2000 Saba was merged with the associated company Europea de Estacionamientos, S.A., to take advantage of synergies gained from the joint operation of the car parks managed. The car park business activity is concentrated in the Saba Group, which experienced significant growth during the year. At year end the company managed 75,189 car park spaces, an increase of 8% over the previous year. S t r u c t u r e o f G r o u p c o m p a n i e s ( A c e s a s h a r e h o l d i n g i n S a b a : 5 5 . 8 % ) The total number of vehicle rotations per hour was 41,500, up 12.5% on 1999. The number of pass holders at year end was 19,612, an increase of 15%. Total operating income rose to PTAs 11,592 million, 14% more than in 1999, due to the international expansion and the positive evolution of the Group’s business activity. Net profit attributed to the parent company also grew, up 34%, rising from PTAs 1,650 million to PTAs 2,209 million. Annual report 4 7 L o c a t i o n o f c a r p a r k s i n C a t a l o n i a National Of particular note was the inauguration of new car parks in Sabadell (416 spaces) and Ibiza (902 spaces in blue (metered) zone). Works were also completed on general air-conditioning, both in the car park and the immediate vicinity, carried out in the Rambla Catalunya and Hospital Clinic car parks in Barcelona. Saba has been awarded the operation of two new car parking buildings (4,490 spaces) at the Barcelona airport, as well as the existing car park spaces (more than 8,000) under the con- sortium formed by Acesa (25%), Saba Aparcamientos, S.A. (25%), ACS (25%), Acaservi, S.A. (RACC) (20%) and Gestió i Promoció Aeroportuaria, S.A. (Cámara de Comercio de Barcelona) (5%). International The increase in activity was largely due to the international expansion which Saba Group has been carrying out in recent years. At year end, the number of car park spaces outside of Spain (46,292 spaces) rose by 10% compared to 1999. Under this section, the highlights were: • Italinpa, S.p.A.: Expanded its operations to two more cities, Bolzano and Milán. In Bolzano it operates 2,414 spaces and in Milán it acquired a 25% shareholding in the company Parcheggi Bicocca (75% Pirelli Group) which holds the conces- sion for the construction and operation of 3 car parks in Milán (Bicocca real estate, commercial and entertainment com- plex). • Spel, S.A. (Portugal): The process of consolidation and expansion in Portugal has continued with the inauguration of two new car parks in Lisbon (530 spaces) and one in Porto (756 spaces). • Rabat Parking, S.A. (Morocco): Operation of second regulated parking zone commenced in the city (1,100 spaces). 4 8 Annual report 3.4. Logistics Services Z o n a F r a n c a L o g i s t i c s P a r k The Parc Logístic de la Zona Franca (50:50 joint venture between Acesa and the Consorci de la Zona Franca de Barcelona) consists of a modern logistics park and reference point in the Mediterranean, developed in a 40 ha area, with the principal objective of boosting economic activity in Barcelona and the surrounding area. A logistics area of 105,000 m2 of storage in high tech warehouses equipped for diverse logistic activities, and a business area with more than 80,000 m2 of offices in various buildings fitted out with the latest technology. The Logistics Park is located on land in an area of the Zona Franca of Barcelona, with a road frontage of 1,350 m2 facing the Ronda Litoral ring road, one of the principal access points for the city. The logistics area, a closed area with security, will have total storage of 105,000 m2 in warehouses ranging from 7,500 to 22,000 m2. The Logistics Park is in line with the most complete and tested complexes in Europe, and incorporates the latest technological advances and services for companies. One of the main business areas of Barcelona is being built, with more than 80,000 m2 of high quality offices, in buildings with an innovative design created by the architectural firm of Ricardo Bofill, surrounded by gardens and equipped with numerous services. The Logistics Park will offer a wide range of services both for companies and individuals, including logistics consulting, finan- cial services, telecommunications, security and transport services. The year 2000 saw consolidation of the projects underway at the Logistics Park. Work on the construction of four new warehouses was completed during the year, as well as the urbanisation of the whole site. This resulted in the commercia- lisation of 66,155 m2 (63,176 m2 of warehouses and 2,979 m2 of adjoining offices) which are currently 100% occupied. In October 2000 work on the construction of two new warehouses of 18,000 m2 each commenced, with work expected to be completed by the end of 2001. Construction of the first two office buildings for the business area are well advanced, each having 11.400 m2.. Construction Z o n a F r a n c a L o g i s t i c s P a r k a n d m a i n a c c e s s r o u t e s Av. Diagonal Pl. Cerdà Pl. Espanya Gran Via Pl. Pl. de les Glòries Airport Harbour Annual report 4 9 is expected to be completed by summer 2001. Activities to commercialise the offices at the Logistics Park are underway. D r o m o g e s t / C I M - V a l l è s The Integrated Goods Centre CIM-Vallès, which is fully operative with a total area of 44 ha., offers services and installations to the freight transport sector. It is located 18 km from Barcelona with connections to two highways, the A-7 and the A-17, and the complete road network. Dromogest manages the installations area at the goods centre, which includes the truck parking services, service stations, hotel, restaurant, commercial showroom and technical assistance. During the first full year of operations, high levels of acti- vity were recorded with operating income of PTAs 308 million (the figure in 1999 was PTAs 145 million). I n c o m e f o r c o m m e r c i a l a r e a a c t i v i t i e s ( m i l l i o n s o f p e s e t a s ) 5 0 _ 4 0 _ 3 0 _ 2 0 _ 1 0 _ 0 _ Petrol Stations Bar and restaurant Car park Hotel and shops 1 9 9 9 2000 Vehicle showroom The construction of a 12 storey office block with a useable area of 6.500 m2, with leasing of offices commencing in January 2001. Dromogest carried out the usual quality control in the service areas located on the toll highways of Acesa, and provided technical, admin-istrative and heritage management services to the Group. A r e a m e d 2 0 0 0 During the year the company Areamed 2000, S.A. was formed in partnership with Areas, S.A., with the objective of impro- ving management and increasing quality in the service areas, developing and improving the services to clients. The income from fees that Areamed receives for the operation of service stations, food services and other activities rea- ched PTAs 1,420 million in 2000, with total revenue of PTAs 1,501 million. 5 0 Annual report 3.5. Telecommunications D i f u s i ó D i g i t a l S o c i e t a t d e T e l e c o m u n i c a c i o n s , S . A . ( T r a d i a ) The acquisition of Tradia by Acesa was completed in two distinct phases. Control of the company was taken in July with the acquisition of 52% of Tradia (through Acesa Telecom) with an increase in capital of PTAs 11,377 million. The second phase was the purchase of an additional 35% in the month of December. Tradia is focused on providing network infrastructure services for radio transmitters, telecommunications operators and closed user groups. It has more than 500 sites in Catalonia, Aragon, the Balearic Islands and Valencia, with more than 80% of these being multi- service. Currently it is expanding operations in the rest of the national territory. The main clients of Tradia are mobile telephone operators, radio and television channels, and closed user groups (police, fire service and large companies). The company employs more than 300 people, the majority having higher technical trai- ning. At the end of the year there were 9 branches. Tradia is working to extend its services to the digital transmission of radio and television and to new mobile telephone ope- rators (UMTS). At the beginning of 2001, Tradia signed an agreement to develop the network of Xfera, holder of a third generation mobile telephone licence (UMTS). With the aim of becoming a leading operator, the company has commenced a plan to increase not only the number of sites, but also the number of branches and employees. In 2000, its first year of activity, operating income exceeded PTAs 4,450 million. X f e r a Acesa forms part of the consortium awarded the fourth third generation mobile telephone licence (UMTS), which is expec- ted to be accessible to 95% of all Spaniards from 2003. The third generation mobile telephone UMTS will provide superior services to that currently available with the second generation GSM, primarily higher transmission speed and superior cover and mobility. Xfera offers multimedia communi- cations services (video, voice, messages) and a wide range of contents and services (use of internet, e-commerce and electronic banking, education and entertainment, etc.). Annual report 5 1 5 4 Balance Sheets and Comments 5 6 5 9 6 1 Results and Investments Shareholders Comments and Stock Market 4 Financial Management 4.1. Balance Sheets and Comments The key figures in the Balance Sheet and Profit and Loss Account of Autopistas, C.E.S.A. and the Autopistas Group are set out below, along with an accompanying report. This information is provided in greater detail in the section on the Annual Accounts. The equivalent figures in Euros are also provided for information purposes. B a l a n c e s h e e t a t 3 1 D e c e m b e r (in millions) PARENT CONSOLIDATED 2000 euros 2000 1999 pesetas pesetas 2000 euros 2000 1999 pesetas pesetas A S S E T S Net intangible assets 2.19 3 6 4 3 3 3 86.73 14,431 5,022 Net fixed assets 2,325.93 387,003 384,459 3,312.91 551,222 484,670 Investments in highways 2,342.48 389,757 386,635 3,142.37 522,846 465,155 Other fixed assets Amortisation 27.99 -44.54 4,657 -7,411 4,262 -6,438 407.43 67,791 43,917 -236.89 -39,415 -24,402 Net investment in other companies 657.11 109,334 39,784 Consolidated goodwill fund - - Cash and short term deposits 20.75 3,452 Other assets 107.96 17,963 - 4 6 2 6,097 268.84 101.97 70.87 250.00 44,731 16,966 11,792 41,596 13,918 3,335 3,687 20,513 Total assets 3,113.94 518,116 431,135 4,091.32 680,738 531,145 LIABILITIES Equity Share capital Reserves 1,707.91 284,173 278,517 1,721.47 286,429 279,735 834.67 138,878 132,264 834.67 138,878 132,264 780.32 129,834 132,286 787.58 131,042 132,709 Profit and loss acount 156.46 26,033 24,036 162.76 27,081 24,831 Interim dividend -63.54 -10,572 -10,069 -63.54 -10,572 -10,069 External partners - - - 177.24 29,490 16,316 Provisions for liabilities and expenses762.89 126,935 119,680 813.13 135,294 126,153 Reversion fund Other provisions Loans Other liabilities 742.04 123,465 114,966 772.87 128,595 119,519 20.85 544.54 98.60 3,470 90,603 16,405 4,714 40.26 6,699 15,570 1,154.05 192,017 17,368 225.43 37,508 6,634 78,782 30,159 Total liabilities 3,113.94 518,116 431,135 4,091.32 680,738 531,145 5 4 Annual report C o m m e n t s o n A c e s a B a l a n c e S h e e t At 31 December 2000 total assets of Acesa were PTAs 518,116 million, of which 75% correspond to fixed assets, with the investment in highways being the most significant item, totalling PTAs 389,757 million. Net fixed assets at the end of the financial year totalled 387,003 millions, following the deduction of accumulated amortisation. The rest of the fixed assets correspond to investments which rose during the year by a net amount of 69,550 million to reach a total of PTAs 109,334 million, due to the increase in shareholdings of subsidiary and associated companies. Equity rose to 284,173 million, of which 138,878 was share capital. A bonus issue of one share for every 20 held was made in 2000, increasing the share capital by 5% over the previous year. The balance of the equity corresponds to the reserve accounts (revaluation, legal and voluntary). Debt increased by PTAs 75,033 million with the negotiation of new long-term loans of PTAs 44,983 million and the arran- gement of various short-term credits to cover the company’s financing requirements arising from the increase in inves- tments in the development of the group. C o m m e n t s o n A u t o p i s t a s G r o u p B a l a n c e S h e e t In line with the strategy initiated in earlier years, the consolidated figures for the 2000 financial year show significant growth over the previous year. This growth is due to the incorporation of new companies in the consolidation perimeter (Tradia and Grupo Concesionario del Oeste which have been fully consolidated) and the increase in the activity of those companies already consolidated in previous years. Total consolidated assets were PTAs 680,738 million with a 28% increase over the previous year. Fixed assets (net of amortisation) rose to PTAs 551,222 million, of which 92% relates to investments in highways. Due to the greater number of companies included by equity accounting and the increase in value of these holdings during the year, net investments reached PTAs 44,731 million, a net increase of PTAs 30,813 million. The goodwill fund has risen with the inclusion of the acquisitions of the companies indicated above. The balance of cash and short-term deposits for the Group at 31 December 2000 was PTAs 11,792 million compared to PTAs 3,687 million the previous year. The Group’s equity increased to reach PTAs 286,429 million, of which PTAs 138,878 million corresponds to share capital of the parent company and PTAs 131,042 million to reserves. The reduction in reserves is due primarily to the bonus share issue made during the year, charged against reserves. The accumulated reversion fund of the Group was PTAs 128,595 at the close of the year and it covers 25% of the investments in highways. Outstanding debt with credit institutions totalled PTAs 192,017 million at year end, of which PTAs 46,173 million is clas- sified as short-term debt and PTAs 145,844 million as long-term debt. The increase compared to previous years is basi- cally due to the incorporation of Tradia and Grupo Concesionario del Oeste in the consolidation perimeter, as well as other expansionary activity undertaken by Acesa. Annual report 5 5 4.2. Results and Comments P r o f i t a n d l o s s a c c o u n t s a t 3 1 D e c e m b e r (in millions) PARENT CONSOLIDATED Net revenue Net toll income 2000 euros 395.49 395.49 2000 1999 pesetas pesetas 65,804 65,804 59,953 59,953 Income from services - - - Other operating income 11.14 1,853 1,260 Construction of fixed assets - - - 2000 euros 531.15 453.01 78.14 16.41 2.01 2000 1999 pesetas pesetas 88,375 75,374 13,001 2,731 334 76,128 66,982 9,146 2,093 205 Total operating revenue 406.63 67,657 61,213 549.57 91,440 78,426 Personnel expenses Other operating expenses Depreciation of fixed assets Reversion fund -55.69 -41.01 -10.08 -51.08 -9,266 -6,823 -1,677 -8,499 -8,436 -5,774 -1,189 -7,720 -88.31 -74.77 -36.79 -53.95 -14,694 -12,476 -12,441 -6,121 -8,976 -9,199 -4,381 -8,109 Total operating expenses -157.86 -26,265 -23,119 -253.82 -42,232 -34,165 Operating profit 248.77 41,392 38,094 295.75 49,208 44,261 Financial results -9.02 -1,500 1 5 -25.24 -4,199 -1,391 Results from equity accounting Amortisation goodwill from consolidation - - - - - - 3.25 -1.18 5 4 1 -196 -63 -142 Profit on ordinary activity 239.75 39,892 38,109 272.58 45,354 42,665 Extraordinary results -1.68 -280 -966 -12.96 -2,156 -2,335 Profit before corporation tax 238.07 39,612 37,143 259.62 43,198 40,330 Corporation tax -81.61 -13,579 -13,107 -86.66 -14,420 -14,061 Profit after corporation tax 156.46 26,033 24,036 172.96 28,778 26,269 Profit attributed to minority interests Profit attributed to parent company -10.20 -1,697 -1,438 162.76 27,081 24,831 5 6 Annual report C o m m e n t s o n A c e s a p r o f i t a n d l o s s a c c o u n t Net toll income was PTAs 65,804 million, an increase of 9.8% on 1999, and other income was 1,853 million, up 47%, giving total operating of 67,657 million, 10.5% more than in 1999. 67% of toll income came from electronic transactions, cre- dit cards or teletolls, up 2% on the previous year. Total operating expenses were PTAs 26,265 million, an increase of 13.6%. Operating expenses, personnel and other expen- ses, represent 61% of the total. Of these, personnel expenses were 9,266 million, whilst other operating expenses, con- sisting of works, materials and external services reached 6,823 million. The evolution of these figures reflects the effort made to constantly improve the level of maintenance, quality and highway services, as well as the effect derived from pro- viding the resources required to develop the expansion underway. Operating profits rose 8.7% on the previous year, reaching PTAs 41,392 million. Financial results were negative, PTAs 1,500 million, having financed the significant investments undertaken by debt. Extraordinary results were also negative, at 280 million, due to charges to provisions made during the year. On recording corporation tax of PTAs 13,579 million, net profit rose to PTAs 26,033 million, representing an increase of 8.3%. T o l l i n c o m e ( * ) ( i n m i l l i o n s o f p e s e t a s ) Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol 2000 6,983 22,926 20,196 2 4 Zaragoza-Mediterranean 13,259 % 11.0 36.2 31.9 0.0 20.9 6,295 21,497 20,036 1,474 12,243 1999 % inc. 00/99 Total highway network 63,388 100.0 61,545 Compensation R.D.101/2000 4,010 Gross income 67,398 Discounts and rebates -1,594 Net income 65,804 (*) Value added tax (VAT) not included. 61,545 -1,592 59,953 10.9 6.6 0.8 - 8.3 3.0 9.5 0.1 9.8 Annual report 5 7 B r e a k d o w n o f t o l l i n c o m e ( i n m i l l i o n s o f p e s e t a s ) Cash Credit cards Total 2000 % of total 1999 % of total 20,882 32.9 21,591 42,506 67.1 39,954 35.1 64.9 63,388 100.0 61,545 100.0 Note: Does not include the compensation established by Royal Decree 101/2000 for the exemption of tolls on specified routes. C o m m e n t s o n A u t o p i s t a s G r o u p p r o f i t a n d l o s s a c c o u n t The increase in volume due to the incorporation of new companies in the consolidation perimeter is also noted in the pro- fit and loss account. The net revenue for the Autopistas Group was PTAs 88,375 million, an increase of 16% on the pre- vious year. 85% of the revenue came from toll highway operations (both the Acesa network and the subsidiary companies with highway operations) and the remaining 15% from the other sectors in which it has activities (car parks, logistics ser- vices and telecommunications). Group operating expenses rose to PTAs 42,232 million, of which PTAs 14,694 million related to personnel expenses, PTAs 12,441 million to other operating expenses and PTAs 15,097 million to charges for depreciation and to the reversion fund. Operating profits grew by 11% compared to the previous year, rising to PTAs 49,208 million. The net financial result was a negative amount of PTAs 4,199 million, an increase of PTAs 2,808 million with respect to the previous year, having used debt to finance the investments made in the expansion of the Group. Amortisation of the goodwill consolidation fund rose to PTAs 196 million. After recording corporation tax of PTAs 14,420 million, net profit was more than PTAs 28,700 million. On subtracting the amount due to minority interests, net profit attributable to Acesa exceeded PTAs 27,000 million (an increase of 9% on 1999). 5 8 Annual report 4.3. Investments Various investments and acquisitions took place during the year, in line with the expansion initiated by Acesa in earlier years. March saw the completion of the purchase of 3.85% of Autostrade, the leading private operator of toll highways in the world, managing 3,120 km of highways in Italy. Acesa transferred PTAs 24,920 million to its 100% owned subsidiary Acesa Italia, s.r.l. for this operation, bringing the subsidiaries capital to 28,359 million when added to funds provided in the pre- vious year. From this sum Acesa Italia applied 28,342 million to the capital of Schemaventotto, S.p.A., in which it holds a 12.8% shareholding, the company that represents the core group of shareholders in Autostrade. Schemaventotto, s.p.a. carried out a financing operation for the difference between the funds received as equity from each of the shareholders and the total investment required for the purchase of 30% of Autostrade. Acesa’s share of this debt meant raising an additional PTAs 26,191 million, making up the balance of the full acquisition cost, which was PTAs 54,533 million. Acesa Telecom, S.A. was also formed in March and is 100% owned by Acesa. Its function is the provision, management, promotion and distribution of all types of services related with communication infrastructure and networks. At 31 December PTAs 20,816 million had been invested. Through this subsidiary Acesa owns 5.7% of Xfera Móviles, S.A., which was awarded one of the new third generation mobile telephone licenses (UMTS). Acesa Telecom, S.A. also holds 87% of Difusió Digital Societat de Telecomunicacions, S.A. (Tradia). In April the company Areamed 2000, S.A., was formed, with Acesa owning 50%. This company’s purpose is the manage- ment of service areas on the existing concessions in Acesa’s network. In May Iberacesa, S.L., was formed, with Acesa holding 50%. The shareholdings in Accesos de Madrid, C.E.S.A. and Autopista Central Gallega, C.E.S.A., acquired in 1999, were transferred to this company. This transfer of shares, together with an increase in share capital, represented an investment of PTAs 3,204 million by Acesa. In the last quarter of the year the acquisition of 48.6% of the shares (57.6% of the voting rights) of Grupo Concesionario del Oeste, S.A., was undertaken. The company manages 52 km of highways in Argentina. This acquisition required an inves- tment of PTAs 23,392 million. The investment in Saba increased by PTAs 34 million to reach 16,098 million, and following the merger of Saba with Euro, Acesa holds 55.8% of the capital. During the year additional capital was invested in other associated companies following new capital issues. A sum of 1,000 million was invested in Parc Logístic de la Zona Franca, S.A. maintaining the 50% shareholding with an accumulated inves- tment of PTAs 1,975 million. The increase in capital of Auto-Estradas do Atlântico, S.A., meant an additional investment of 324 million by Acesa (maintaining its 10% shareholding with an accumulated investment of 913 million). The long-term share portfolio increased, with the investment of 45 million in the new capital issue made by Port Aventura, S.A., maintaining a shareholding of 6.3%. Similarly, during the year a 5.9% shareholding was acquired in USPA Hotel Ventures I, S.A., a project for the construction of a hotel at Port Aventura. This investment totalled PTAs 298 million. Shares in Iberpistas, C.E.S.A. were acquired through the course of the year with a total investment of PTAs 1,481 million. Annual report 5 9 Investments at 31.12.2000 were as follows: Accumulated investment % Capital Subsidiary and associated companies Acesa Italia, s.r.l. 28,359 100.0% Grupo Concesionario del Oeste, S.A. Acesa Telecom, S.A. Saba Aparcamientos, S.A. Holdaucat, S.L. Iberacesa, S.L. Parc Logístic de la Zona Franca, S.A. Dromogest, S.A. Auto-Estradas do Atlântico, S.A. Autopistas Concesionaria Chilena Limitada Areamed 2000, S.A. Iniciadora de Infraestructuras, S.A. Total Long-term share portfolio Port Aventura, S.A. Ibérica de Autopistas, S.A.C.E. USPA Hotel Ventures I, S.A. Total 23,392 20,816 16,098 10,520 3,204 1,975 1,403 9 1 3 9 6 2 106,697 1,649 1,481 298 3,428 48.6% 100.0% 55.8% 89.4% 50.0% 50.0% 100.0% 10.0% 99.0% 50.0% 14.3% 6.3% 2.0% 5.9% 6 0 Annual report 4.4. Shareholders and Stock Market The year 2000 was not a good year for the Spanish stock market as a whole, with the benchmark index, the Ibex 35, falling 21.8%, the largest fall in the last 10 years. In this negative climate, shares in Acesa performed better, confirming their status as a safe haven stock, closing the year with an effective gain of 1.3% taking into account the adjustment for the one for twenty bonus share issue. In the first part of the year, demand for technology shares and the impulse of the expectations generated by the new eco- nomy saw the Ibex mark a record high, almost reaching 13,000 points in March. Shares in Acesa started the year with a decline, marking a low on 22 February, closing at 8.38 euros, 7.98 euros when adjusted, commencing their recovery from this point which saw the price exceed 10 euros at the beginning of March. From this month on the Ibex followed a downward trend, which accentuated in the last quarter due to the fall in the Nasdaq and a tightening in monetary policy, together with a rise in the price of oil and weakness in the euro, closing the year just above 9100 points. Shares in Acesa did not follow this trend, marking a high of 10.61 euros in June, or 10.10 on an adjusted basis, and during the last quarter, and especially in December’s bearish market, they recorded a 4.6% rise, once again illustrating their attraction as a defensive stock, closing the year at 9.31 euros. The weighted average price for the year was 9.23 euros. The volume of shares traded topped 146 million, an increase of 6.8% over the previous year, equivalent to 52.6% of the share capital. The market value of these transactions was 1,350.34 million euros (PTAs 224,678 million). The company’s market capitalisation at 31 December was 2,590.26 million euros (PTAs 430,984 million). Trading of Acesa share options on Meff Renta Variable (The Spanish Futures Exchange) rose to 57,734 contracts of 100 shares each, an increase of 52% over the previous year. Since 1994 the company has made bonus issues annually. The Annual General Meeting of 23 May 2000 approved the incre- ase of capital of one bonus share for every 20 shares held, with identical rights to existing shares. Between 21 June and 5 July 26.7 million rights were traded, with a maximum price of 0.50 euros, a minimum of 0.44 euros and a weighted ave- rage of 0.45 euros. The new shares were admitted for trading on 24 July. A total of PTAs 20,867 million was paid out in dividends in 2000. This figure, 5% more than the previous year, represents a yield of 4.8% on the year end share price, making it once again one of the highest amongst the shares listed on the Spanish stock exchange. The yield on the nominal value was 15%, fully payable on all shares, including those from the bonus issue made during the year. Net profit per share was 93.6 pesetas. Annual report 6 1 At 31 December 2000 there were 59,017 shareholders, divided as follows: D i s t r i b u t i o n b y t y p e o f s h a r e h o l d e r Individuals (Spanish) Legal entities (Spanish) Non-residents (individuals and legal entities) Shareholders % of capital 55,604 2,804 609 18.0 71.0 11.0 D i s t r i b u t i o n b y n u m b e r o f s h a r e s Up to 999 1,000 to 5,000 5,001 to 10,000 10,001 to 25,000 More than 25,000 Shareholders % of capital 42,397 14,711 1,063 4 9 7 3 4 9 59,017 4.9 9.9 2.6 2.7 79.9 100.0 S h a r e h o l d e r s w i t h m o r e t h a n a m i l l i o n s h a r e s a t 3 1 D e c e m b e r 2 0 0 0 : Caixa de Barcelona Vida, S.A. Seguros y Reaseguros Hisusa, Holding de Infraestructuras y Servicios Urbanos, S.A. Caixa d’Estalvis de Catalunya Banco Bilbao Vizcaya Argentaria, S.A. Caixa d’Estalvis de Terrassa Chase Manhattan Bank Caixa d’Estalvis del Penedès Caixa d’Estalvis Laietana Vidacaixa, S.A. Seguros y Reaseguros J.P. Morgan G.T. Company Caixa d’Estalvis de Girona Caixa d’Estalvis de Tarragona Bankers Trust Company State Street Bank and Trust Co. HSBC Bank PLC Sucursal España E.C. Nominees Caixa d’Estalvis de Manresa 6 2 Annual report A c e s a s h a r e s 2 0 0 0 4,324,904 5,708,027 6,610,335 4,000,092 5,696,615 Trading volume 10.50 10.00 9.50 9.00 8.50 8.00 7.50 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. Share price (euros) Share price adjusted for increase in capital. Annual report 6 3 Acesa 6 6 6 8 7 0 8 7 8 9 Balance Sheet Profit and Notes to the Management Auditor’s Loss Account Annual Report Report Accounts 5 Annual Accounts Acesa Group 9 0 9 2 9 4 Accounts Consolidated Consolidated Notes to the 1 1 3 1 1 5 Balance Sheet Profit and Consolidated Management Auditor’s Loss Account Annual Report Report 5.1. Balance Sheet Acesa B a l a n c e S h e e t a t 3 1 D e c e m b e r ( i n m i l l i o n s o f p e s e t a s ) A S S E T S Fixed Assets Intangible fixed assets Computer software Studies and projects Amortisation Fixed assets Highway investments Highways under construction Land and natural resources Buildings and other constructions Machinery and vehicles Installations, tooling and furniture Other fixed assets Depreciation Investments Investments in subsidiaries and associated companies Long-term share portfolio Long-term deposits and guarantees Provisions Deferred expenses Current assets Inventories Materials and replacement parts Accounts receivable Advance payments to creditors Trade debtors Debtors - Public Treasury compensation Other debtors Personnel Public Treasury Provisions Short-term investments Interest receivable Short-term securities Short-term deposits Treasury accounts Cash Banks and credit institutions Prepayments and accrued income 2000 496,701 3 6 4 8 7 7 7 4 -587 387,003 389,533 2 2 4 1 1 6 1,064 8 1 0 1,787 8 8 0 -7,411 109,334 106,697 3,428 1 1 -802 7,383 14,032 3 8 3 3 8 3 10,186 0 8 2 4 6,939 1,313 8 1,156 -54 2,841 2 1,014 1,825 6 1 1 7 3 5 3 8 1 1 1999 424,576 3 3 3 7 4 6 7 4 -487 384,459 386,594 4 1 1 1 5 9 9 4 7 5 7 1,612 7 8 4 -6,438 39,784 38,963 1,605 8 -792 3,407 3,152 3 2 1 3 2 1 2,364 4 8 4 3 6 3 7 6 3 2 4 2 9 2 -48 1 1 0 0 4 6 1 7 0 3 9 1 5 Total assets 518,116 431,135 6 6 Annual accounts L I A B I L I T I E S Equity Share capital Revaluation reserves Revaluation reserve RDL 7/1996 Reserves Reserva legal RD 1564/1989 Voluntary reserve Profit and loss accounts Profit Interim Dividend Provisions for liabilities and expenses Provision for retirement and other personnel related liabilities Reversion fund Other provisions Long-term liabilities Bond issues Non convertible bonds Due to credit institutions Loans Other creditors Public treasury Unpaid calls on share capital of group companies Short-term liabilities Bond Issues Interest on bonds Due to credit institutions Loans Interest on loans Creditors Trade creditors Other creditors Other non-trade creditors Public treasury Accrued payroll expenses Other debts Deposits and guarantees received 2000 284,173 138,878 107,424 107,424 22,410 18,014 4,396 26,033 26,033 -10,572 126,935 4 5 123,465 3,425 56,482 9,983 9,983 43,000 43,000 3,490 3,490 9 50,526 1 1 2 1 1 2 38,307 37,620 6 8 7 4,214 2,390 1,824 7,893 5,755 6 4 0 1,041 4 5 7 1999 278,517 132,264 114,038 114,038 18,248 15,610 2,638 24,036 24,036 -10,069 119,680 9 4 4 114,966 3,770 15,614 0 0 8,000 8,000 3,490 3,490 4,124 17,324 0 0 7,618 7,570 4 8 3,832 2,476 1,356 5,874 4,877 5 2 9 3 9 4 2 9 Total liabilities 518,116 431,135 Annual accounts 6 7 5.2. Profit and Loss Account Acesa P r o f i t a n d l o s s a c c o u n t a t 3 1 D e c e m b e r ( i n m i l l i o n s o f p e s e t a s ) E X P E N S E S Personal expenses Wages and salaries Social security Pension fund and other personnel related liabilities Depreciation of fixed assets Movement in trading provisions Other operating expenses External services Taxes Allocation to reversion fund Total operating expenses Operating profit Financial costs and related expenses Total financial expenses Profit on financial operations 2000 9,266 7,473 1,733 6 0 1,677 2 3 15,299 6,702 9 8 8,499 26,265 41,392 2,954 2,954 0 1999 8,436 6,787 1,573 7 6 1,189 2 13,492 5,670 1 0 2 7,720 23,119 38,094 7 8 9 7 8 9 1 5 Profit on ordinary activities 39,892 38,109 Losses on disposal of fixed assets and extraordinary expenses 4 0 7 Profit before tax Corporation tax Profit for the year 39,612 13,579 26,033 9 6 7 37,143 13,107 24,036 6 8 Annual accounts I N C O M E Operating revenue Toll income Discounts and rebates on toll income 2000 65,804 67,398 -1,594 1999 59,953 61,545 -1,592 Other operating income 1,853 1,260 Total operating income 67,657 61,213 Income from investment in group companies Other interests and related income Total financial income Loss from financial operations Profit on disposal of fixed assets and extraordinary income Extraordinary loss 1,164 2 9 0 1,454 1,500 1 2 7 280 7 3 5 6 9 8 0 4 0 1 966 Annual accounts 6 9 5.3. Notes to the Annual Accounts Acesa N O T E 1 . A c t i v i t y AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A. was incorporated in Barcelona on February 24, 1967. The object of the company is the construction, maintenance and operation of toll highways under administrative concession, and the mana- gement of toll concessions in Spain. The object of the company also includes the construction of highway infrastructure, as required in the operation of the concessions re- ferred to above, which are undertaken within the area or which are necessary for the regulation of traffic, where the plan- ning and execution or only the execution of the work is required of the concessionaire; the development and operation of the service areas in the concessions; complementary activities of construction, maintenance and operation of highways; service stations, integrated transport centres and parking areas, located within the concession areas. The company can also undertake any transportation or communication related activity, with the required authorisation. The company can develop these activities directly, or indirectly through its shareholding in other companies, being subject to the current legislation in this respect. The company presently holds the concession for the La Jonquera-Barcelona-Tarragona and Montgat-Palafolls routes on the Mediterranean highway and the Zaragoza-Mediterranean route, on the Ebro highway, totalling 541.5 km. On expiry of the concession, on August 31, 2021, according to the agreement entered into with the State and the Government of Catalonia dated October 23, 1998, the highways will revert to the respective administrations, specifically the A-17 highway and the A-19 highway, to the Government of Catalonia, and the A-7 highway and the A-2 highway to the Central Administration. N O T E 2 . B a s i s o f p r e s e n t a t i o n The annual accounts have been prepared from the company’s accounting records, in accordance with accounting principles generally accepted in Spain, established under current laws and regulations, and in particular, under the terms of adapta- tion set out in the General Accounting Plan for motorway, tunnel, bridge and other toll concession operators due to the entry into effect of the Order dated 10 December 1998. The figures contained in the annual accounts, that is the balance sheet, the profit and loss account and the related notes, are all shown in millions of Pesetas. The consolidated annual accounts of the Autopistas Group are presented separately from the individual accounts. The audi- ted consolidated annual accounts reveal the following main data: Total assets Equity Consolidated operation income Consolidated operation income to parent company - Profit Balance at 31.12.00 680,738 286,429 91,440 27,081 7 0 Annual accounts N O T E 3 . P r o p o s e d d i s t r i b u t i o n o f p r o f i t s a) The following distribution of results will be submitted to the Annual General Shareholders’ Meeting: Basis of distribution Profit for the year Distribution Dividends Legal reserve Voluntary reserves Amount 26,033 20,867 2,603 2,563 26,033 b) During 2000 an interim dividend was paid to all shareholders, totalling PTAs 10,572 million, representing 7.6% of nomi- nal share capital. This interim dividend amounted to 38 pesetas per share. The table below shows that there was sufficient profit for the period to cover payment of this interim dividend on 26 October 2000 and the accounting statement showing that there were sufficient liquid assets to make the payment of this interim dividend. Net profit for period 1.1.2000 to 31.8.2000 To deduct: Legal reserve Total amount available for distribution Interim dividend paid Cash fund available prior distribution Gross amount of dividends charged Balance Amount 19,298 -1,930 17,368 10,572 19,387 10,572 8,815 N O T E 4 . A c c o u n t i n g p o l i c i e s The most significant accounting policies applied in the preparation of these annual accounts are as follows: a) Start up costs The costs related to share capital increases are accounted for at cost and fully amortised in the year in which they are incurred. b) Intangible fixed assets Computer software is recorded at cost and amortised at 33% annually. Studies and projects are recorded at acquisition price and are amortised using the straight line method over a period of up to ten years from the date when the feasibility of the project is acknowledged. Annual accounts 7 1 Notes to the Annual Accounts Acesa c) Tangible fixed assets Tangible fixed assets are valued at their acquisition cost, revalued in accordance with diverse legal dispositions under the 1979, 1981 and 1983 budget laws as well as the Royal Decree 1547/1990 dated November 30, 1990 and the update regulated by Royal Decree-Law 7/1996 dated June 7, 1996. Personnel and other expenses, such as financial expenses directly imputable to investment in highways, are included under this heading until the highway enters into operation. The costs of refurbishment, enlargement or improvements of tangible fixed assets are capitalised only when such additions increase the capacity, productivity or useful life of the asset and provided that it is possible to identify the net book value of the assets which are dispos- ed of for replacement. The costs of repairs and maintenance are charged to the profit and loss account in the year in which they are incurred. Depreciation of tangible fixed assets is calculated systematically using the straight line method based on the estimated useful life of the asset, after taking into account actual wear and tear. The theoretical accumulated depreciation on conclusion of the investment in existing highways until 31 December 1998, in the case that the highway had been depreciated from the beginning, is included in the reversion fund in accordance with the rules of adaptation of the General Accounting Plan. The depreciation rates applied to the tangible fixed assets are as follows: Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Data processing equipment Other tangible fixed assets Tollgate machinery Rates 2 - 3 16 - 3 0 % % 25 - 37.5 % 8 - 1 5 10 - 1 5 % % 25 - 37.5 % 20 - 3 0 5.6 - 1 2 % % New highway investments from 1 January 1999 2 - 2 0 % The company has depreciated investments in assets between March 1, 1993 and December 31, 1994 in accordance with the rates permitted under Royal Decree 3/1993 dated February 26, 1993. d) Financial assets and investments Investments in group and associated companies and long-term securities are shown in the balance sheet at the lower of acquisition cost or market. The market price for shareholdings in the capital of group and associated companies or other traded securities which are not publicly list-ed is determined by the book value adjusted by the amount of the latent capital gains at the time of acqui- sition, which remain at the balance sheet date. 7 2 Annual accounts The allocation of provisions is made considering the evolution of the shareholders’ funds of the associated company. The market price for other traded securities listed on official exchanges is determined by taking the lower amount of the average price in the last quarter of the year or the closing price for the year. The company undertakes hedging transactions against exchange risks on financial investments, to eliminate or significantly reduce this type of risk, using specific financial instruments. The operations made by the company are detailed in note 6, along with details of how they are accounted for. e ) D e f e r r e d e x p e n s e s As indicated in note 14, as a result of the agreement signed in October 1998 with the Central Government and the Catalan Government, it was established that the outstanding balance payable of PTAs 3,490 million for the Montmeló-el Papiol stretch will be met by payments of equal amounts in the last five years of the concession. To match that payment in line with the resolution of the Ministry of Works on 8 April 1999, an equivalent amount has been recorded in the accounts as an expense to be distributed over different financial periods. The cited resolution sets out that the payments for the above item will be compensated by the discounts established for specified journeys of vehicles circulating on certain toll high- ways, with payments being the responsibility of the Ministry up to their full extent. At 31 December 2000, the discounts recorded had reached PTAs 249 million (166 million corresponding to the year 2000), pending on balance sheet date to be offset against the outstanding payment due of PTAs 3,490 million (other long term creditors). The balance at 31 December for this item is PTAs 3,241 million. The remaining amount in this balance relates to expenses incurred in financial operations contracted in the month of October in relation to the acquisition of 48.6% of the Grupo Concesionario del Oeste, S.A. for the hedged amount of $120.6 million (see note 6.c). These expenses are recorded monthly during the 60 months that the hedge covers. f) Inventories Inventories primarily consist of spare parts for fixed assets enabling urgent repair work to be carried out to guarantee the full operation of the services. Inventories are valued at weighted average cost, making the necessary valuation adjustments and raising the correspon- ding provisions. g) Reversion Fund The reversion fund is generated annually throughout the concession period for assets subject to reversion, by means of regular charges to the profit and loss account until the fund totals the net book value of the assets to be reverted plus the estimated costs to be incurred in order to hand these over in suitable condition for use, as provided for under the terms of the concession agreement. The allocation to the reversion fund, in accordance with the terms of adaptation of the General Accounting Plan, are cal- culated on the basis of real toll income each year compared with the projected total in the current Financial Plan until the end of the concession. The amount allocated to this fund in 2000 is PTAs 8,499 million. h) Other provisions Pursuant to the prudence principle, the company registers the provisions which it considers necessary in relation to the inherent risks in the business which could affect the company. Annual accounts 7 3 Notes to the Annual Accounts Acesa i) Provision for retirement and other personnel-related liabilities The collective agreement applicable to the company established that, on retirement, personnel with more than twelve years service with the company will be entitled to a payment of fourteen months gross salary, calculated on the basis of their fixed salary payments at the time of retirement. During this financial year the company has externalised, through an insurance policy, the fund which represents the current value of its future payment obligations to employees, in respect of retirement payments and other personnel-related liabilities. j) Trade and non-trade debtors and creditors Debts and credits incurred in operations, whether or not produced in the ordinary course of business, are recorded at nomi- nal value. The appropriate bad debt provisions are made. Amounts due within one year from balance sheet date are clas- sified as short-term and amounts due after this date are classified as long-term. k) Corporation tax The profit and loss account includes the charge for corporation tax, the calculation of which incorporates the full amount of tax accrued for the year, the effect of timing differences between the corporation tax assessment basis and book pro- fit which revert in subsequent periods, and all credits or allowances to which the company is entitled. The corporation tax charge is calculated in accordance with Note 11. The company pays tax on a consolidated basis for those Spanish subsidiaries in which it holds more than 90% of the capi- tal, in accordance with current legislation. l) Foreign exchange differences Transactions in currencies other than the Euro are registered at the effective exchange rate prevailing on the date of the transaction. The outstanding balances at 31 December in currencies other than the Euro are adjusted to the official exchan- ge rate prevailing at that date. The differences from exchange rate movements at the close of the financial year are char- ged to the profit and loss account for the year if losses are incurred and are deferred until maturity in the case of profits. (See exchange rate hedging operations in notes 4.d) and 6.c). m ) A c c o u n t i n g f o r i n c o m e a n d e x p e n s e s Income and expenses are recorded on the accrual basis. Toll income and other income from highway operations and, when applicable, proceeds from the sale of goods, are recor- ded excluding all corresponding taxes, after deducting all discounts whether shown on the invoice or not. 7 4 Annual accounts N O T E 5 . T a n g i b l e a n d i n t a n g i b l e f i x e d a s s e t s The balances and movements in tangible and intangible fixed assets in 2000 were as follows: Intangible assets Tangible fixed assets Investment in highways Tollgate machinery Investment in highways under construction Land and natural assets Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total Balance at Balance at 31.12.99 Increase Decrease 31.12.00 8 2 0 390,897 380,004 6,590 4 1 1 1 5 9 9 4 7 5 7 3 4 4 9 2 1 3 4 7 5 0 8 276 4 6 1 3,614 2,668 2 7 4 1 8 3 3 7 0 9 3 3 7 1 2 5 3 6 7 9 4 6 3 3 0 9 5 1 9 7 394,414 3 — — 2 — 4 0 — 1 8 5 1 9 1 0 382,669 6,864 2 2 4 1 1 6 1,064 8 1 0 3 8 1 1,028 3 7 8 5 6 8 312 391,717 4,075 427 395,365 Changes in accumulated depreciation during the financial year are: Intangible assets Tangible fixed assets Investment in highways Tollgate machinery Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total Balance at Balance at 31.12.99 Increase Decrease 31.12.00 4 8 7 6,438 2 6 3,778 2 6 6 6 3 0 2 9 5 6 7 0 2 7 1 4 0 2 100 4 3 0 1,057 1 4 3 6 8 3 1 2 3 6 1 3 5 5 1 9 5 0 4 6 3 3 0 8 4 — — — 4 0 — 1 3 5 1 9 7 5 8 7 7,411 1 6 9 4,461 2 7 8 6 2 6 3 0 8 7 1 2 2 8 5 4 3 3 139 6,925 1,487 414 7,998 Annual accounts 7 5 Notes to the Annual Accounts Acesa Included in the tangible fixed assets are the following revertible assets: Studies and projects Expropriations and renewal of services Management and supervision of works Execution of works Tollgate machinery Administration expenses Net financial capitalised interests Revaluation Royal Decree 1547/1990 Revaluation 1979,1981 and 1983 Budget Law Revaluation RDL 7/1996 Total investment in highways Investment in highways under construction Revaluation RDL 7/1996 Total The following assets are fully depreciated: Tollgate machinery Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total gross book value 2,914 17,305 4,457 116,617 6,864 1,109 15,690 164,956 9 9 1 103,299 120,287 389,533 2 2 3 1 389,757 1,570 5 6 1 2 9 6 3 0 8 1 9 5 3 6 4 2 3 3,317 The effect of the 1996 revaluation on the amortisation provision for 2000 totals PTAs 52 million. Moreover, the effect of the revaluation on the charge to the reversion fund is within the parameters of the company’s current Financial Plan. The company has entered into rental agreements by which it has transferred the rights for the operation of service sta- tions. It is company policy to contract all the insurance policies considered necessary to cover all possible risks that could affect tangible fixed assets, with the exception of the buildings and installations of the above services stations, where the con- cessionaire is responsible for insurance. The company has also taken out the necessary civil liability insurance policies to cover its activities in general. 7 6 Annual accounts N O T E 6 . F i n a n c i a l I n v e s t m e n t s The movements recorded in the distinct entries under financial investments are: Shareholding in subsidiary and associated companies 38,963 73,696 5,962 106,697 Balance at Balance at 31.12.99 Increase Decrease 31.12.00 Long term share portfolio 1,605 1,823 Long term deposits and debentures Less: Provisions Total 8 792 3 1 0 — — — 3,428 1 1 802 39,784 75,512 5,962 109,334 a) Shareholding in subsidiary and associated companies The principal movements registered in shareholdings of subsidiary and associated companies are detailed below. The purchase of 3.85% of Autostrade, through the subsidiary Acesa Italia, s.r.l. (100% owned by Acesa). This operation involved the invest-ment of PTAs 24,920 million in 2000. Incorporation of Acesa Telecom, S.A. (Acesa owns 100%). As at 31 December PTAs 20,816 million had been invested. This company holds 5.7% of Xfera Móviles, S.A., and 87% of Difusió Digital Societat de Telecomunicacions, S.A. (Tradia). Incorporation of Areamed 2000, S.A., in which Acesa holds a 50% interest, with an investment of PTAs 6 million. Incorporation of Iberacesa, S.L., in which Acesa holds 50%. Acesa has transferred its shareholding in Accesos de Madrid, C.E.S.A. and Autopista Central Gallega, C.E.S.A. to this company. The value of these investments and the increase in capi- tal has taken Acesa’s invest-ment in this company to PTAs 3,204 million. Acquisition of 48.6% of the shares (57.6% of the voting rights) of Grupo Concesionario del Oeste, S.A. This acquisition has required an investment of PTAs 23,392 million. In addition other associated companies have made new capital increases. PTAs 1,000 million has been invested in Parc Logístic de la Zona Franca, S.A. maintaining the 50% shareholding and PTAs 324 million in Auto-Estradas do Atlântico, S.A. The investment in Saba increas-ed by PTAs 34 million. The following tables show the breakdown of direct and indirect shareholdings of the company in subsidiary and associated companies. Annual accounts 7 7 Notes to the Annual Accounts Acesa D i r e c t S h a r e h o l d i n g s ( i n m i l l i o n s o f p e s e t a s ) Company Registered office Activity Holding Capital Reserves Results Shares received % Share 2000 Value of Dividends H i g h w a y o p e r a t i o n s Acesa Italia, s.r.l. Via delle Quattro Holding co. for shares100.00 330,027 Fontane 15 Roma in toll concessionaires (1) (Italy) 1 2 (1) -57 (1) 28,359 Grupo Concesionario Autopista del del Oeste, S.A. (GCO)Oeste Km 25,92 concession holder 1714 Ituzaingó Buenos Aires (Argentina) Toll highway 48.60 81,126 (2) 9,630 (2) 22,202 (2) 23,392 0 0 Pl. Gal·la Placídia 1 Holding co. for shares 89.36 9,811 1,960 406 10,520 Barcelona in toll concessionaires Pº Castellana 51 Holding co. for shares 50.00 Madrid in toll concessionaires 5,362 1,072 1 3 3,204 0 Praça Marquês de Toll highway 10.00 11,000 -9 651 913 Holdaucat, S.L. 359 Iberacesa, S.L. Auto-Estradas do 0 Atlântico, S.A. Pombal 1 Lisboa concession holder (Portugal) Autopistas Concesionaria Chilena Limitada Santiago (Chile) Inactive 99.00 Iniciadora de Infraestructuras, S.A. (Idisa) Car parks Serrano 45 Promotional studies Madrid 14.29 of toll highways (3) 3 0 (4) 1 2 (3) 0 (4) 0 (3) 0 (4) 0 9 2 0 0 Saba Aparcamientos, Av. Diagonal 458 Car parks S.A. Barcelona Services and logistics 55.80 2,993 16,875 1,969 16,098 796 Calle 60 nº 19 Promotion and 3,950 -146 -22 1,975 0 Parc Logístic de la Zona Franca, S.A. Polígono Industrial de la Zona Franca Barcelona 50.00 operation of logistic centres Dromogest, S.A. 9 Pl. Gal·la Placídia 5 Services stations and 100.00 666 739 6 4 1,403 Barcelona technical assistance Areamed 2000, S.A. Tuset 23-25 Barcelona Operation of service stations T e l e c o m m u n i c a t i o n s 50.00 1 2 0 143 6 0 Acesa Telecom, S.A. Pl. Gal·la Placídia 1 100.00 4,400 20,816 Telecom 22,001 -127 0 Barcelona services 7 8 Annual accounts 106,697 (1) Figures in millions of Italian lira. (2) Figures in thousands of Argentine pesos, equi- valent to thousands of American dollars. (3) Figures in millions of escudos. (4) Figures in millions of Chilean pesos. Capital unpaid. The shares of Saba Aparcamientos, S.A. are listed on the Stock Exchange (Barcelona and Madrid). The weighted average price in the last quarter of 2000 was 11.95 euros in the Barcelona Stock Exchange and 11.81 euros in the Madrid Stock Exchange. At 31 December 2000 the share price on the Barcelona Stock Exchange was 12.29 euros and on the Madrid Stock Exchange 12.30 euros. The shares of Grupo Concesionario del Oeste, S.A. are list- ed on the Buenos Aires Stock Exchange. The weighted average price in the last quarter of 2000 was 2,446 dollars. At 31 December 2000 the share price on the Stock Exchange was 2,396 dollars. In accordance with article 86 of RDL 1564/1989 the requir- ed notifications were made to companies when the shareholding exceeded 10%, and on successive acquisitions in multiples of 5% of the capital. These acquisitions were also notified to the Comisión Nacional del Mercado de Valores (Spanish Securities Commission). Annual accounts 7 9 Notes to the Annual Accounts Acesa I n d i r e c t s h a r e h o l d i n g s ( i n m i l l i o n s o f p e s e t a s ) Company Registered office Activity T h r o u g h A C E S A I T A L I A Schemaventotto, S.p.A. Calmaggiore 23 31100 Treviso (Italy) Shareholder in concessionaires Autostrade, S.p.A. (4) Via A. Bergamini 50 Roma (Italy) Toll highway concessionaire T h r o u g h H O L D A U C A T Autopistes de Catalunya, S.A. (Aucat) Barcelona Tuset 5-11 Toll highway concessionaire T h r o u g h I B E R A C E S A , S . L . % Indirect holding Share Profit/Loss capital Reserves 2000 12.83 3.85 856,800 (1) 1,183,083 (1) 1,707,027 (1) 1,911,795 (1) 31,637 (1) 614,300 (1) 59.68 13,092 382 1,602 Isgasa, S.A. Pl. Gal·la Placídia 1-3 Barcelona Engineering services 33.33 1 0 Alazor Inversiones, S.A. Rozabella 6. Las Rozas Shareholder in 11.67 23,510 de Madrid. Madrid concessionaires Accesos de Madrid, C.E.S.A. Pº Castellana 189 Madrid Toll highway concessionaire Tacel Inversiones, S.A. Rozabella 6. Las Rozas de Madrid. Madrid Shareholder in concessionaires 11.67 23,510 9.00 4,750 0 0 0 0 Autopista Central Gallega, 0 C.E.S.A. de Compostela A Coruña concessionaire Hórreo 11 Santiago Toll highway 9.00 4,750 181 0 0 0 0 T h r o u g h S A B A Societat d’Aparcaments Av. Diagonal 458 de Figueres, S.A. (Fiparc)Barcelona Car parks 55.80 426 2 5 8 6 Italinpa, S.p.A. Via delle Quattro Fontane 15 Roma (Italy) Car parks 55.80 55,000 (1) Societat d’Aparcaments Plaça Vella, soterrani plaça 6 6 de Terrassa, S.A. (Satsa) 08221 Terrassa. Barcelona Car parks 49.13 11,474 (1) 1,449 6,261 (1) 5 4 Rabat Parking, S.A. Rue de Larache 8 10002 Rabat (Morocco) Car parks 28.46 2 0 (2) -1 (2) -1 (2) Spel-Sociedade de Parques 498 de Estacionamento, S.A. 4470 Porto (Portugal) (3) (3) 3 5 Fidelia, S.A. 6 Pg. de Gràcia 81 0 Barcelona Sociedad General de Av. Diagonal 458 -2 -27 Aparcamientos y Servicios, S.A. (Sgassa) Societat Pirenaica 3 4 d’Aparcaments (Spasa) Escaldes-Engordany Parc de la Mola 10 -20 8 0 Annual accounts (Andorra) T h r o u g h A C E S A T E L E C O M Lugar do Espino Via NorteCar parks 27.90 118 Inactive property 22.32 (3) 3 4 company Studies for 19.53 3 2 Barcelona car parks Car parks 18.42 50 Difusió Digital Societat de -530 Telecomunicacions, S.A. L´Hospitalet de Llobregat (DDST-Tradia) Barcelona telecommunications infrastructures Motors 392 Operator of 87.00 21,878 0 (1) In millions of Italian lira. (2) In millions of dirhams. (3) In millions of escudos. (4) Company listed on the Milan Stock Exchange. b) Long term share portfolio The increases in the long term share portfolio were principally: Increase of investment of PTAs 45 million in the new capital issued by Port Aventura, S.A. Acquisition of shares in Autopistas, S.A. Concesionaria del Estado for the total sum of PTAs 1,481 million. Acquisition of 5.9% shareholding in USPA Hotel Ventures I, S.A., with an investment of PTAs 298 million. c) Exchange rate hedging During the year the company entered hedging transactions on exchange rate risks associated with investments made by the Argentinean company Grupo Concesionario del Oeste, S.A. (see note 4.d). The premiums paid up front for the hedging transactions are accounted for on a straight-line basis over the period of the t r a n s a c t i o n (see note 4.e). The results of the cross currency interest rate swap are recorded as financial income or expense over the period operation. of the The exchange rate differences arising from the exchange of euros in these transactions will be recorded on the cancella- tion or settlement of the hedging transaction. The following financial instruments were used: • Transactions without the exchange of principal on expiry (Non Delivery Forward). The nominal value of all these trans- actions at 31 December 2000 is USD 120.6 million. Acesa sold 120.6 million Argentine pesos in exchange for USD 120.6 million, with expiry in October 2005. •Cross-currency interest rate swap (Cross-Currency IRS) between USD and Euros. The nominal value of these transac- tions is USD 120.6 million, with expiry between 7 and 22 December 2003. The unrealised exchange rate gain at 31 December 2000 derived from the difference between the exchange rate at that date and the effective rate in the corresponding hedge was PTAs 1,732 million. N O T E 7 . S h o r t t e r m f i n a n c i a l i n v e s t m e n t s The average yield on fixed income Government Debt held by the company in 2000 was 4.19%. Annual accounts 8 1 Notes to the Annual Accounts Acesa N O T E 8 . E q u i t y The amounts and movements in equity for the year ended 31 December 2000 were as follows: Other ments Share capital 6,614 Balance at Balance at 31.12.99 31.12.00 132,264 138,878 Revaluation reserve RDL 7/1996, of 7 June 114,038 Distribution of profits for year move- - — — 2,404 1,758 107,424 15,610 18,014 2,638 4,396 24,036 -24,036 26,033 -10,069 10,069 - -10,572 278,517 -9,805 284,173 6,614 Legal reserve RD 1564/1989 — Voluntary reserves — Profit for the year 26,033 Interim Dividend 10,572 Total 15,461 8 2 Annual accounts a) Share Capital The share capital of Autopistas, Concesionaria Española, S.A. is made up of 278,223,793 shares with a nominal value of 3 euros, being those in the share register. The shares are fully subscribed and paid up, all being of the same class and series. As at 31 December 2000 the most significant shareholdings are as follows: % Caixa d’Estalvis i Pensions de Barcelona (Grupo) Hisusa, Holding de Infraestructuras y Servicios Urbanos, S.A. Caixa d’Estalvis de Catalunya Banco Bilbao Vizcaya Argentaria, S.A. 29.3 10.0 7.6 6.5 All the shares of the company are listed on the Barcelona, Bilbao, Madrid and Valencia stock exchanges and are quoted on the Spanish Interconnection Stock Exchange System (Continuous Market) and are included in their IBEX 35 and IBEX utilities indexes. Options on shares in the company are traded on the Spanish equity futures market (MEFF Renta Variable). During the 2000 financial year, by agreement of the Annual General Meeting of 23 May, the company increased free floa- ting capital, with a charge against reserves, issuing one new share for 20 existing shares, a sum of 39,746,256 euros, and approved a complementary dividend for the 1999 financial year of 37 pesetas gross per share, totalling PTAs 9,805 million. The Board of Directors was authorised by the Annual General Meeting of 23 May 2000 to increase the share capital of the company by one or more capital issues, up to a total of 417,335,689 euros within five years from the date of the AGM. This power is still fully operative. b ) R e v a l u a t i o n R e s e r v e , R o y a l D e c r e t - L a w 7 / 1 9 9 6 , o f J u n e 7 . This reserve originates from the revaluation of the tangible fixed assets by virtue of Article 5 of the above legislation. This balance will not be available for distribution until it has been examined and accepted by the Tax Administration, which must be done within a period of three years from the date of closing of the balance sheet containing the revaluation ope- rations. After this period, if such examination has not been conducted, the revaluation operations will be deemed to have been accepted and the balance of the account accepted by the Tax Administration, at which the balance may be applied to: a) offset book losses b) increase the share capital c) reserves freely available for distribution, ten years from the date of the balance sheet containing the revaluation ope- rations. Annual accounts 8 3 Notes to the Annual Accounts Acesa N O T E 9 . P r o v i s i o n s f o r l i a b i l i t i e s a n d e x p e n s e s The movements under this heading during the financial year ended 31 December 2000 were as follows: Balance at Balance at 31.12.99 Increase Decrease 31.12.00 Reversion fund (see note 4.g) 114,966 8,499 — 123,465 Other provisions (see note 4.h and 12)3,770 3 6 1 7 0 6 3,425 Retirement fund and other personnel related liabilities (see note 4.i) 944 147 1,046 4 5 Total 119,680 9,007 1,752 126,935 8 4 Annual accounts N O T E 1 0 . B o n d i s s u e s a n d d e b t w i t h c r e d i t e n t i t i e s The following table details the position at the close of 2000. 1st Issue of bonds, 19.10.00 2 nd Issue of bonds, 19.10.00 3rd Issue of bonds, 19.10.00 Total bonds Syndicated loan, 12.06.97 Syndicated loan, 28.07.00 Total loan Term in Nominal Balance years 5 1 0 1 5 5 4-6 3,327 3,328 3,328 9,983 available 3,327 3,328 3,328 9,983 8,000 8,000 35,000 35,000 43,000 43,000 Total long term 52,983 52,983 Short-term credit agreement Total short term 52,980 37,620 52,980 37,620 Total bonds and debts with credit institutions at variable interest 105,963 90,603 During the year 2000 diverse operations have been undertaken to cover the financing requirements arising from the inves- tments made, some of which have been arranged with institutional shareholders of the company. Three non convertible bond issues were made in October, each with a nominal value of 20 million euros, made up of 200 bonds of 100,000 euros. They were issued at face value with maturities of 5, 10 and 15 years respectively and they are listed exchange. on the AIAF fixed income In July a syndicated loan of PTAs 35,000 million was arranged and at 31 December 2000 the full amount had been made available. The average annual interest rate of the bonds and long-term debt issued with credit institutions is 3-month Euribor plus a margin between 0.225 and 0.5%. In short-term credit lines various operations for an amount of PTAs 44,480 million have been undertaken, bringing the total amount to PTAs 52,980 million. Annual accounts 8 5 Notes to the Annual Accounts Acesa As a result of these operations the nominal value of current operations, as at 31 December 2000, was PTAs 105,963 million, of which 90,603 million had been drawn down. This represents an increase in current debt of PTAs 75,033 million over the previous year end. N O T E 1 1 . T a x p o s i t i o n The company calculates tax on a consolidated fiscal basis for two of its subsidiary companies (Dromogest, S.A. and Acesa Telecom, S.A.). The reconciliation of the difference between reported profit in the accounts and the profit subject to company tax is as follows: Profit before company tax Permanent differences Timing differences - arising during the year - from previous years Tax assessment base 6 0 -135 39,612 3 5 5 -75 39,892 The company tax payable, calculated as 35% of the tax assessment base, has been reduced to PTAs 409 million due to deductions for double taxation of dividends and for training of personnel. At year end, PTAs 9,554 million had been paid on account as company tax. Autopistas is open to tax inspections for the years 1996 to 2000 inclusive, for all the taxes to which it is subject. The company has been issued the corresponding assessments resulting from the inspection based on examinations made bet- ween 1989 and 1993, which the company has signed in disagreement. These assessments have been appealed and are pending the decision of the authorities. The eventual impact on the company’s capital that could result, once the outco- me of the appeal is known, is adequately provisioned given that there are outstanding amounts that the company will reco- ver due to timing differences. Additionally, due to possible alternative interpretations of the tax regulations affecting various operations, certain tax lia- bilities exist which are open to contention. In any event, the tax liability that might result would not materially affect the accompanying annual accounts. N O T E 1 2 . I n c o m e a n d e x p e n s e s a) Net operating income in 2000 was PTAs 65,804 million, representing an increase of 9.8% on the previous year. Of this amount, 20,882 million was toll income paid in cash, 41,369 million was toll income paid by credit card, 5,147 million was compensation from the Public Administration and 1,594 million must be deducted for discounts and rebates on tolls. The company has not recorded income corresponding to the rate revision in 2000 not authorised by the Ministry of Works for an amount of approximately PTAs 1,250 million. This decision has been appealed in the courts by the company (see note 15.b). b) Personnel. A collective agreement applicable for four years was signed in 1998. 8 6 Annual accounts 5.4. Management Report Acesa The average number of employees is as follows: Permanent staff Temporary staff Total 1,112 126 1,238 The average number of employees has been calculated taking a base figure of 1,826 hours/year per person, with emplo- yees working full days, as agreed under the current collective agreement. c) Extraordinary expenses. These basically correspond to the transfer to other provisions for risks and expenses. (See note 9). N O T E 1 3 . C o m m i t m e n t s In the agreement to absorb the company that was previously holder of the concession for the Montmeló-el Papiol stretch, Acesa assumed the commitment to pay PTAs 1,000 million to the State during the each of the last five years of the con- cession. Up to 1997 a total of PTAs 1,510 million had been returned derived from the surplus toll income obtained on the Montmeló-el Papiol stretch, over and above the financial forecasts submitted to the negotiation committee for the mer- ger, with these payments considered as an advance payment. In the agreement signed with the State and the Catalan Government dated 23 October 1998, it was established that the outstanding balance of PTAs 3,490 million will be paid in equal amounts in the last five years of the extended concession. Subsequently, the agreement reached with the Ministry of Works on 8 April 1999, which covers the introduction of various credits on the routes of Molins de Rei-Martorell, Molins de Rei-Gelida, Molins de Rei-Sant Sadurní d’Anoia, Martorell-Gelida and Martorell-Sant Sadurní d’Anoia, indicates that these credits made by the company will be charged against the outs- tanding balance. This year credits totalling PTAs 166 million were granted, and the accumulated total for 1999 and 2000 is PTAs 249 million (see note 4.e). N O T E 1 4 . E n v i r o n m e n t a l i n f o r m a t i o n A sum of PTAs 6 million has been directed to studies and projects to evaluate the environmental impact of the traffic evo- lution of the highway network, so that the necessary steps can be taken to minimise impact. A further PTAs 10 million has been invested in the restoration and improvement of marginal zones and those effected by fires, being reforested with native trees, thereby improving the landscape and in turn contributing by increasing the forestry value of the highways. PTAs 25 million has been designated to erecting barriers to reduce the visual impact and lessen noise at specific points on the highway network. N O T A 1 5 . O t h e r i n f o r m a t i o n a) Total remuneration of the members of the board of directors in respect of services to the company is by way of parti- cipation in liquid profits. This is payable only after distribution to reserves and dividends in accordance with law, and total remuneration may never exceed one percent of such profits. The board of directors may distribute this sum among its members in the form and amounts it decides. Annual accounts 8 7 Management Report Acesa Total remuneration of the members of the board of directors was PTAs 236 million in the financial year, which is substan- tially less than the authorised limits. Of this figure, PTAs 204 million corresponded to salaries and allowances and PTAs 32 million to other remuneration, travel expenses and insurance premiums and pensions. b) Royal Decree 101/2000, dated 21 January 2000, established the exemption of tolls on the Montmeló-el Papiol stretch and on internal circulation in Girona and Tarragona and the compensation by the State for the loss of toll income. These exemptions were applicable from 10-1-2000. Royal Decree 429/2000, dated 31 March 2000, extended the rates and tolls on highways overseen by the State during the year 2000. The Law 14/2000, dated 29 December 2000, on fiscal, administrative and social order measures establis- hes a new formula for the revision of rates and tolls on toll highways overseen by the State and specific transitory dispo- sitions, requiring their immediate application from 1 January 2001. The company has taken the corresponding legal recour- ses to defend its legitimate interests. In March, the Government of Catalonia approved the revision of toll rates for highways under its jurisdiction, deferring their application and establishing the corresponding compensation for the loss of income incurred by the concessionaire. The subsequent Order dated 27 December 2000 ends the above deferral of the annual rate increase, making them effective from 1 January 2001. c) Regarding the extension of the A-19 highway for the Palafolls-Conexión Carretera GI-600 stretch, the General Manager of Roads of the Government of Catalonia made the corresponding project plan public on 15 December 2000. d) The company, at present, respecting the second general point of the Code of Good Management prepared by the «Special Commission for the study of a Code of Ethics for Company Boards of Directors», considers it appropriate to main- tain under study the adoption of the recommendations made in this code, as the members of its Board of Directors are nominated by core shareholders which hold a majority shareholding in the company. Nevertheless, in the context of the structure of the company’s administrative body, an Executive Commission has been constituted which meets monthly. e) At 31 December the company has guarantees to third parties for a total sum of PTAs 52,964 million, corresponding principally to guarantees made by financial institutions to the Public Administration, for committed investments and finan- cing associated companies. It is not anticipated that these guarantees could lead to unexpected material liabilities. N O T E 1 6 . S u b s e q u e n t e v e n t s From the beginning of the 2001 financial year to the time of preparing these accounts, no material events affecting the company had occurred. N O T E 1 7 . F i n a n c i a l p l a n In February 2000, the Ministry of Works approved the latest Financial Plan of the company, which reflects modifications owing to the implementation of the Order dated 10 December 1998 that approved the terms of adaptation in the General Accounting Plan for concession-aire companies of highways, tunnels, bridges and other toll routes. This Plan includes the forecasted evolution of distinct variables that are used in the projection (traffic, inflation, interest rates, etc.), using values which are considered reasonable and coherent taken as a whole. 8 8 Annual accounts Annual accounts 8 9 5.5. Consolidated Balance Sheet Acesa Group N O T E 1 8 . S o u r c e a n d a p p l i c a t i o n s o f f u n d s ( i n m i l l i o n s o f p e s e t a s ) Source Resources from operations Net profit for the year Charge for depreciation of fixed assets Charge to investment provision Charge for amortisation of deferred expenses Charge to reversion fund Losses on intangible assets Other provisions Pension fund and provision for other personnel liabilities Long-term debts Bonds issued Loans Payments due from group companies Other creditors Total sources Applications Adquisition of fixed assets Start up costs Intangible assets Fixed assets Investments: Group companies Other investments Dividends Transfers from long-term to short-term debt Deferred expenses Provisions for a expenses and liabilities Total applications 2000 1999 26,033 1,511 1 0 3 8 5 8,499 1 3 3 5 3 6 0 9,983 35,000 0 0 81,847 2 4 4 6 1 3,614 67,734 1,826 20,377 4,115 4,361 1,657 104,169 24,036 1,106 2 8 4 8 3 7,720 2 9 0 0 9 4 0 0 4,115 3,490 41,830 3 9 2 2 8 3,092 13,229 2 1 7 19,406 0 3,490 176 39,877 Excess of sources over applications/(Applications over sources) Increase/(Decrease) in working capital -22,322 1,953 Change in working capital Increase (decrease) in working capital Inventories Receivables Short term investments Treasury accounts Prepayments and accrued income (Increase)/decrease in current liabilities Short-term creditors Change in working capital 9 0 Annual accounts 6 2 7,822 2,840 1 5 0 6 10,880 -33,202 -22,322 7 4 1 1 8 -3 -224 -7 -42 1,995 1,953 The year 2000 was favourable for the Spanish economy in spite of the slight slowdown noted in the fourth quarter. The increase of the GDP remained above 4%, whilst the rise in the CPI, which reached 4% at the end of the financial year, exce- eded Government projections, having set a target in the vicinity of 2%. Nevertheless, the rise in exports balanced out the negative impact of the increase in prices and the slowdown in consumer spending. Despite the decline in motor vehicle sales from the third quarter, traffic rose in the year by 9.4% over the previous year, registering an average daily traffic (ADT) flow of 34,205 vehicles. The ADT for toll traffic, excluding the stretches where toll exemptions were established, was 30,484 vehicles, an increase of 5.7%. In January 2000 the Ministry of Works established by Royal Decree 101/2000 the exemption of tolls for internal circula- tion on the North Girona - South Girona and Altafulla/Torredembarra - Vilaseca/Salou stretch, as well as the removal of the Sant Cugat tollgate on the Montmeló-el Papiol stretch. The temporary agreements implemented in the previous year remained in force, namely the discounts for carriers on the A-2 whilst the works on making the N-II a dual carriage between Cervera and Igualada were in progress, and also in the Tarragona area of the A-7 until completion of the Altafulla/Torredembarra by-pass and the adjustment in toll charges for stretches that have been designated toll-free. (Martorell and Mollet). Similarly, following the destruction of the Esparreguera bridge on the N-II road, an agreement was reached with the State Administration to reduce traffic congestion on that route until the bridge was rebuilt. The agreement established the free movement of heavy vehicles on the A-2 highway for travel between Soses, Lleida and les Borges to Mediterranean Barcelona and vice-versa. In all these cases the appropriate compensation has been established by the corresponding administration. In March 2000, the Ministry of Works extended the existing tolls and rates on toll highways under the Central Administration. In December, the Law on fiscal, administrative and social order measures established the new parameters and rate revision p r o c e s s applicable from 1 January 2001. This revision resulted in a 2.24% increase. The Government of Catalonia approved the revision of toll rates for 2000 in March for the highways under its jurisdiction, postponing their application and establishing the corresponding compensation for the resulting loss of income. In December 2000 the Government of Catalonia similarly approved the application of these new toll rates from 1 January 2001. The result- ing increase was 4.2%, representing the revisions for 1999 and 2000. Net operating income for Acesa was PTAs 65,804 million, an increase of 9.8% approximately over 1999. Total operating income was 67,657 million, an increase of 10.5% and operating expenses rose by 13.6% to PTAs 26,265 million, of which 10,176 million corresponded to depreciation and allocations to the reversion fund. Operating profit, at 41,392 million, rose 8.7% compared to 1999. A loss was recorded on financing operations due to the increase of financial debt which rose from PTAs 15,570 million in 1999 to 90,603 million to provide for the financing requirements related to the investments undertaken. Extraordinary items were also negative due to the provisions made during the financial year. Profits before tax reached PTAs 39,612 million, with company tax of 13,579 million being recorded, leaving net profit of 26,033 million, an increase of 8.3%. Annual accounts 9 1 5.6. Consolidated Profit and Loss Account Acesa Group During the year PTAs 2,942 million were invested in highways, primarily in improving signage, safety and widening lanes on many on and off-ramps, and environmental improvements. PTAs 183 million was destined to highway construction and 489 million on other fixed assets. Autopistas Group grew significantly during the financial year through investments of PTAs 73,696 million in subsidiary and associated companies. The long-term share portfolio also increased by 1,823 million. Investments in new projects of particular note include the PTAs 24,920 million to complete the purchase of 3.85% share- holding in Autostrade, via Acesa Italia, s.r.l. and the 23,392 million investment made to acquire 48.6% of the Grupo Concesionario del Oeste, S.A., as part of the international expansion program that the company has followed in recent years, bringing its experience and know how to these companies as a technological partner. Also significant was the investment of PTAs 20,816 million in Acesa Telecom, S.A. following the company’s development strategy of participating in new sectors to increase the value of the group. Shareholders’ funds total PTAs 284,173 million, of which 138,878 million is share capital. In the 2000 financial year the company increased capital with a fully paid issue approved by the Annual General Meeting in May. Autopistas has not undertaken, directly or indirectly, any trading in the company shares. For long term financing operations, the company made three bond issues of 20 million euros each in October with maturi- ties of 5, 10 and 15 years respectively. These issues were made at face value with quarterly coupons. A syndicated loan for an amount of PTAs 35,000 million was arranged and at the close of the year it had been fully taken up. The company maintained its involvement throughout the year in studies underway in the European Union aimed at esta- blishing a common TeleToll payment system. In this push for the development of new technologies, the company has invested in R&D to complete the fibre-optic cable across the Acesa network, increase the systems of telesurveillance and develop new toll systems aimed at detecting vehi- cle traffic via an electronic system to correctly apply rates on toll free stretches. During the 2000 financial year a major impetus was given to the training program to increase the potential of human resources to adapt new technologies and improve service and client relations in our stations. 9 2 Annual accounts C o n s o l i d a t e d b a l a n c e s h e e t a t 3 1 D e c e m b e r ( i n m i l l i o n s o f p e s e t a s ) A S S E T S Fixed Assets Start up costs Intangible fixed assets Research and development Computer software Administrative concessions Commercial fund Studies and projects Others Amortisation Fixed assets Highway investments Land and natural resources Buildings and other constructions Machinery and vehicles Installations, tooling and furniture Other fixed assets Other fixed assets under construction Depreciation Investments Shareholdings consolidated by equity accounting Long term share portfolio Long term deposits and guarantees Other credits Provisions Consolidation goodwill Deferred expenses Current assets Inventories Materials and replacement parts Provisions Accounts receivable Advance payments to creditors Trade debtors Debtors - Public Treasury compensation Other debtors Personnel Public treasury Provisions Short-term investments Short term securities Interest receivable Other creditors Treasury Cash Banks and credit institutions Prepayments and accrued income Total assets 2000 610,384 3 9 0 14,041 9 9 4 1,719 7,872 7,321 2 8 2 1 8 -4,165 551,222 522,846 5 4 5 35,140 18,545 7,582 1,930 4,049 -39,415 44,731 36,540 6,417 1 0 9 2,191 -526 16,966 18,181 35,207 1,176 1,195 -19 22,153 0 4,365 8,107 1,637 2 3 8,064 -43 8,505 6,656 2 4 1,825 3,287 4 7 6 2,811 8 6 1999 503,610 1 0 2 4,920 1 6 0 1,033 6,595 0 7 4 1 8 -2,960 484,670 465,155 5 4 4 34,243 8 1 4 5,331 1,677 1,308 -24,402 13,918 12,390 1,703 1 5 2 8 7 -414 3,335 10,426 13,774 2,515 2,515 0 7,560 1 2 1,766 1,579 1,076 1 4 3,328 -215 1,133 1,132 1 0 2,554 1 2 2 2,432 1 2 680,738 531,145 Annual accounts 9 3 5.7. Notes to the Consolidated Annual Accounts Acesa Group L I A B I L I T I E S Equity Share capital Revaluation reserves Revaluation reserve RDL 7/1996 Parent company reserves Legal reserve RD 1.564/1989 Voluntary reserve Reserves in fully consolidated companies Reserves in companies consolidated by equity accounting Profits and losses attributable to parent company Consolidated profits Profits attributed to minority interests Interim dividend paid during the year Minority interest Negative consolidation differences Deferred income Provisions for liabilities and expenses Pension fund and other employee related liabilities Reversion fund Other provisions Long-term creditors Bonds issued Non convertible bonds Amounts due to the credit institutions Loans Update calls on share capital of Group companies Other creditors Short-term creditors Bond issued Interest on bonds Amounts due to credit institutions Loans Interest on loans Trade creditors Creditors from highway operations Other creditors Other non commercial debts Public treasury Accrued payroll expenses Other debts Deposits and guarantees received Accruals and deferred income 2 0 0 0 286,429 138,878 107,424 107,424 21,140 18,014 3,126 2,674 -196 27,081 28,778 -1,697 -10,572 29,490 2,509 1,877 135,294 4 5 128,595 6,654 153,434 9,983 9,983 135,861 135.861 9 7,581 71,705 1 1 2 1 1 2 48,698 46,173 2,525 9,789 6,971 2,818 12,977 7,711 9 8 7 3,614 6 6 5 1 2 9 1 9 9 9 279,735 132,264 114,038 114,038 17,154 15,610 1,544 1,575 -58 24,831 26,269 -1,438 -10,069 16,316 2,736 1,117 126,153 9 4 4 119,519 5,690 77,660 0 0 70,015 70,015 4,124 3,521 27,428 0 0 9,102 8,767 3 3 5 7,993 6,637 1,356 9,916 6,803 6 5 9 1,952 5 0 2 4 1 7 Total liabilities 680,738 531,145 9 4 Annual accounts C o n s o l i d a t e d p r o f i t a n d l o s s a c c o u n t a t 3 1 D e c e m b e r ( i n m i l l i o n s o f p e s e t a s ) E X P E N S E S Personnel expenses Wages and salaries Social security Pension fund and other personnel related expenses Depreciation of fixed assets Movement in trading provisions Other operation expenses External services Taxes Allocation to reversion fund Total operating expenses Operating profit Financial expenses Total financial expenses Share of losses impanies consolidated by equity accounting Amortisation of goodwill 2000 14,694 11,563 2,877 2 5 4 6,121 5 1 21,366 11,180 1,210 8,976 42,232 49,208 4,781 4,781 0 1 9 6 1999 12,476 9,931 2,469 7 6 4,381 4 17,304 8,287 9 0 8 8,109 34,165 44,261 1,693 1,693 6 3 1 4 2 Profit from ordinary activities 45,354 42,665 Losses on disposal of fixed assets and extraordinary expenses 2,307 Consolidated profit before corporation tax Corporation tax Consolidated profit for the year Profit attributed to minority interest 43,198 14,420 28,778 1,697 2,588 40,330 14,061 26,269 1,438 Profit attributed to parent company 27,081 24,831 Annual accounts 9 5 Notes to the Consolidated Annual Accounts Acesa Group I N C O M E Net revenue Toll income Toll rebates and discounts Services Improvements in fixed assets Other operating income Related income and other management fees 2 0 0 0 88,375 78,958 -3,584 13,001 3 3 4 2,731 2,731 1 9 9 9 76,128 69,910 -2,928 9,146 2 0 5 2,093 2,093 Total operating income 91,440 78,426 Other interest and related income Total financial income 5 8 2 5 8 2 3 0 2 3 0 2 Loss fron financial operations 4,199 1,391 Profits from companies consolidated by equity accounting 5 4 1 0 Profit of disposal of fixed assets and extraordinary income Extraordinary loss 151 2,156 253 2,335 9 6 Annual accounts N O T E 1 . B a s i s o f p r e s e n t a t i o n a n d c o n s o l i d a t i o n The consolidated annual accounts of the Autopistas Group have been obtained from the consolidation of the accounts of the parent company, Autopistas, Concesionaria Española, S.A. and the following subsidiary and associated companies: S u b s i d i a r y c o m p a n i e s ( i n m i l l i o n s o f p e s e t a s ) Company Registered Office Activity Share capital F u l l y c o n s o l i d a t e d c o m p a n i e s H i g h w a y s % Shareholding Direct Company holding Indirect indirect investment Holdaucat, S.L. Pl. Gal·la Placídia 1 Toll highways 9,811 89.36 Barcelona concessionaire Autopistes de Catalunya, Tuset 5-11 Toll highways 13,092 Holdaucat S.A. (Aucat) Barcelona concessionaire Grupo Concesionario Autopista del Oeste Toll highways 81,126 48.60 del Oeste, S.A. (GCO) (1) Km 25,92 1714 Ituzaingó concessionaire — — — (2) — 59.68 — (1) Buenos Aires (Argentina) Car parks Saba Aparcamientos, S.A. Av. Diagonal 458 Car parks 2,993 55.80 — — (3) Barcelona Societat d’Aparcaments Av. Diagonal 458 de Figueres, S.A. (Fiparc) Car parks Barcelona 4 2 6 Società Infrastrutture di Via delle Quattro Car parks 55,000 Sosta e Comercio, S.p.A. (Italinpa) (Italy) Fontane, 15 Roma 55.80 Saba 55.80 Saba — — (4) Societat d’Aparcaments Plaça Vella, soterran plaça 1,449 — de Terrassa, S.A. (Satsa) 49.13 08221 Terrassa Barcelona Car parks Saba Rabat Parking, S.A. Rue de Larache 8 Car parks — 28.46 Saba 10002 Rabat (Morocco) Societat Pirenaica Parc de la Mola 10 Car parks — 18.42 Saba d’Aparcaments, S.A. Escaldes-Engordany (Spasa) (Andorra) 2 0 (5) 5 0 T e l e c o m m u n i c a t i o n s Acesa Telecom, S.A. Pl. Gal·la Placídia 1 Telecommunications 22,001 100.00 — Barcelona — services Difusió Digital Societat de Acesa Telecom Telecomunicacions, S.A. L´Hospitalet de Llobregat Motors 392 Operator of telecommunications 21,878 — 87.00 Annual accounts 9 7 Notes to the Consolidated Annual Accounts Acesa Group (DDST-Tradia) Barcelona infrastructure C o n s o l i d a t e d b y e q u i t y a c c o u n t i n g H i g h w a y s Acesa Italia, S.R.L. Via delle Quatro Toll highways 330,027 100.00 Fontane 15 Roma (Italy) concessionaire (4) Services and logistics Dromogest, S.A. Pl. Gal·la Placídia 5 Service stations and 6 6 6 100.00 Barcelona technical asisstance — — — — A s s o c i a t e d c o m p a n i e s ( i n m i l l i o n e s o f p e s e t a s ) Company Registered Office Activity C o n s o l i d a t e d b y e q u i t y a c c o u n t i n g Share capital % Shareholding direct Company holding indirect indirect investment H i g h w a y s Iberacesa, S.L. Pº Castellana 51 Shareholder in 5,362 50.00 — — Madrid concessionaires Isgasa, S.A. Pl.Gal·la Placídia 1-3 Engineering 1 0 Barcelona services Alazor Inversiones, S.A. Rozabella 6. Las Rozas Shareholder in 23,510 de Madrid. Madrid concessionaires Accesos de Madrid, Pº Castellana 189 Toll highway 23,510 C.E.S.A. Madrid concessionaire Tacel Inversiones, S.A. Rozabella 6. Las Rozas Shareholder in 4,750 de Madrid. Madrid concessionaires — — — — 33.33 Iberacesa 11.67 Iberacesa 11.67 Alazor Inversiones 9.00 Iberacesa Autopista Central Gallega, Tacel Inversiones Hórreo 11 Santiago Toll highway 4,750 — 9.00 C.E.S.A. de Compostela A Coruñaconcessionaire Schemaventotto, S.p.A. Calmaggiore 23 Shareholder in 856,800 Treviso (Italy) concessionaires (4) Autostrade, S.p.A. Via A. Bergamini 50 Toll highway 1,183,083 Roma (Italy) concessionaire (4) — — 12.83 Acesa Italia 3.85 Schemaventotto Auto-Estradas do Atlântico, S.A. Praça Marquês de Pombal 1-8 Lisboa Toll highway concessionaire 11,000 10.00 (6) (Portugal) Car parks Spel-Sociedade de Lugar do Espino Via Norte Car parks 68 — — — 27.90 Saba Parques de 4470 Porto (Portugal) Estacionamento, S.A. Fidelia, S.A. Pg. de Gràcia 81 Inactive property Barcelona company Sociedad General de Av. Diagonal 458 Studies on Aparcamientos y Barcelona car parks Servicios, S.A. (Sgassa) (6) 3 4 3 2 — — 22.32 Saba 19.53 Saba Services and logistics Parc Logístic de la Calle 60 nº 19 Promotion and 3,950 50.00 — — 9 8 Annual accounts Zona Franca, S.A. Pol. Industrial de la operation of Zona Franca Barcelona logistic parks Areamed 2000, S.A. Tuset 23-25 Service stations 1 2 50.00 — — Barcelona (1) Company listed on the Buenos Aires Stock Exchange. Control of 57.6% of the voting rights. (2) In thousands of Argentine pesos, equivalent to thousands of American dollars. (3) Company listed on the Barcelona and Madrid Stock Exchanges (4) Millions of Italian lira. Company listed on the Milan Stock Exchange (5) Millions of dirhams. (6) Millions of escudos. Annual accounts 9 9 Notes to the Consolidated Annual Accounts Acesa Group These consolidated accounts have been prepared from the accounting records of the companies subject to consolidation, in accordance with accounting principals generally accepted in Spain, as established under current laws and regulations applicable to companies that are toll highway concessionaires, applying the norms of adaptation in the Accounting Rules for highways, tunnels and other toll routes. All the companies within the consolidated group report on a financial year ended 31 December. The necessary adjustments and reclassifications have been made to standardise the accounting policies and significant inter-company balances and transactions between companies in the Group have been eliminated. The methods of consolidation applied in the preparation of the attached consolidated annual accounts are as follows: Full consolidation: For those companies in which Acesa directly or indirectly holds more than 50% of the share capital or voting rights, exercises control over management and administration, and represents a significant interest with respect to the true and fair view of the consolidated accounts. Equity accounting: For those companies where the direct or indirect holding is greater that 20% (3% in a publicly traded company) and less than 50% of the share capital; those companies where the shareholding is less than 20%, but there is significant influence in the management; and those companies where the shareholding is 50% or greater, but there is not a significant interest with respect to the true and fair view of the consolidated accounts. In the year 2000 the following changes occurred in the perimeter of consolidation: • Incorporation of newly formed companies: Acesa Telecom, Areamed 2000, Iberacesa and Isgasa. • Incorporation through acquisition during the financial year: Grupo Concesionario del Oeste, S.A. (held by Acesa), DDST (held by Acesa Telecom) and Autostrade (held by Schemaventotto) •Merger of Saba and Euro with Acesa holding 55.8% in the new company compared to the 70.4% shareholding previously held in Saba. The consolidated profit and loss account includes five months of DDST results and one month of GCO. The figures contained in the documents that make up the annual accounts (consolidated balance sheet, consolidated pro- fit and loss, and notes to the accounts) are expressed in millions of pesetas. N O T E 2 . A c c o u n t i n g p o l i c i e s The most significant accounting policies applied in the preparation of these consolidated annual accounts are the following: 1 0 0 Annual accounts a) Consolidation goodwill This corresponds to the difference between the book value and the value of the proportional amount of the equity of the subsidiary and associated companies on the date of first consolidation, adjusted, where required, for the amount of the tacit surplus value at the time of acquisition. The amortisation of goodwill is undertaken systematically over a maximum period of twenty years or, in the case of toll highway concessionaires, over the remaining period of the concession. b) Start up cost These correspond to expenses incurred in incorporation, establishment and share capital increases. They are amortised over a maximum period of five years. c)Intangible fixed assets Intangible assets are shown at acquisition price or cost of production and are amortised using the straight line method over a maximum period of five years, except for studies and projects which are amortised over 10 years from the date that pro- ject viability is acknowledged. Administrative concessions correspond to the consideration paid to acquire the operating rights for some car parks in the Saba Group. These costs are amortised over a maximum period of 50 years corresponding to the concession term. Also included under this heading is the goodwill in the associated company, DDST, which will be amortised over 20 years using the straight line method. d) Tangible fixed assets Fixed assets are valued at their acquisition cost, and revalued in accordance with the various legal dispositions covered by the Budget Laws of 1979, 1981 and 1983, the revaluation under Royal Decree 1547/1990, dated 30 November and the revaluation under Royal Decree law 7/1996, dated 7 June. Also included is the amount corresponding to the latent appre- ciation gains in the acquisition of the Saba shareholding. Costs of personnel and other expenses, as well as financial expense arising directly from highway investments, are inclu- ded under this heading until entry into operation. The cost of refurbishment, enlargement or improvements of fixed assets are capitalised only when such additions increa- se the capacity, productivity or useful life of the asset and provided that it is possible to identify the net book value of the assets which are disposed of for replacement. The costs of repair and maintenance are charged to the profit and loss account in the year in which they are incurred. The theoretical accumulated depreciation at the close of highway investments made up to 31 December 1998 by Acesa, where the investment had not been depreciated from the beginning, are included in the reversion fund, in accordance with the norms of adaptation in the Accounting Plan. Depreciation of fixed assets is calculated systematically using the straight line method, based on the useful life of the assets, after taking into account actual wear and tear, using the following rates: Buildings and other constructions Machinery Rate 2 - 4 6 - 3 0 % % Annual accounts 1 0 1 Notes to the Consolidated Annual Accounts Acesa Group Tooling Other installations Furniture Data processing equipment Other fixed assets 7 - 37.5 % 7 - 2 0 10 - 2 0 % % 20 - 37.5 % 7 - 3 0 % Tollgate machinery % Highway investments % 5.6 - 2 0 2 - 2 0 Acesa and Saba have depreciated investments in assets between 1 March 1993 and 31 December 1994 in accordance with the rate permitted under Royal Decree 3/1993 dated 26 February 1993. e) Financial assets and investments Investments in companies consolidated by equity accounting are stated at their theoretical accounting value as shown in the annual accounts dated 31 December. Other investments are valued at acquisition cost, and written down if there has been any depreciation in market value. f ) D e f e r r e d e x p e n s e s Under this heading is included: • The counterparty of the pending debt with the Ministry of Works resulting from the agreement signed in October 1998 with the State and the Government of Catalonia. In this agreement it was established that the outs- tanding balance of 3,490 millions pending payment for the Montmeló-el Papiol stretch would be paid in equal parts in the last five years of the concession. As counterparty to that payment and arising from the resolution of the Ministry of Works dated 8 April 1999, an equal amount has been accounted for as a defer- red expense. The resolution provides that the payments for the above agreement will be compensated by the discounts 1 0 2 Annual accounts established for specified journeys by vehicles circulating on specific toll routes, which will be the responsibility of the Ministry to their full extent. At 31 December 2000 the discounts recorded had reached PTAs 249 million (166 million corresponding to 2000), with a total of PTAs 3,490 million being the sum pending payment still to compensated (other long-term creditors). The balance at 31 December was PTAs 3,241 million. •The financial expenses arising from the original debt to finance the highway investment which is deferred and charged against profits throughout the life of the concession based on the income and in accordance with the applicable regu- lations. This amount was PTAs 4,251 million. Acesa does not have any deferred amounts for this concept. • The deferral of depreciation in the adaptation of Aucat to the new accounting plan. The balance at 31 December was PTAs 2,848 million. • Advance rental of infrastructure by DDST which reached PTAs 3,614 million. This amount will be amortised over the 25 year life of the contract. •The outstanding amount under this heading relates basically to the cost of exchange insurance for five years which was taken out to cover the Argentine peso-Dollar risk in the acquisition of 48.6% of GCO, for the hedged amount of 120.6 million dollars (see note 17.f). The corresponding expense will be charged monthly over the 60 months of the hedge. g) Inventories Inventories consist primarily of spare parts for fixed assets and are valued at cost price calculated on a weighted price basis, making the necessary adjustments in valuations and raising the corresponding provision. h)Exchange rate differences The financial statements prepared in the currency of the subsidiary companies outside of Spain are converted to pesetas using the ex- change rate at the end of the year as follows: • Capital and reserves at historical exchange rate. •Other balance sheet items at the exchange rate at close. •Profit and loss account items are converted using the average exchange rate for the period. The exchange rate differences recorded following conversion for the subsidiary company GCO (after deducting the part corresponding to minority shareholders) is shown directly as a recoverable amount under the heading Financial investments - Other credits (PTAs 896 million) as there is an exchange rate hedge in place (see note 17.f). i) Trade and non-trade debtors and creditors The debits and credits whether or not produced in the ordinary course of business are recorded at nominal value. The appropriate bad debt provisions are made to cover against the risk of insolvency. Amounts due within one year from balan- ce date are classified as short term and amounts due after this date are classified as long term. j) Minority interest This account reflects the interest of minority shareholders in the net book value of fully consolidated companies at 31 December. The interests of the minority shareholders in the year’s results of the fully consolidated companies are shown in «Profits attri- buted to minority interests». Annual accounts 1 0 3 Notes to the Consolidated Annual Accounts Acesa Group k) Negative differences of first consolidation Where the acquisition price on the purchase of shares is less than the net book value of the corresponding investment, this difference is recorded as a negative difference of first consolidation and is reversed during in the useful life of the assets of the company where the difference has occurred. l) Reversion fund The reversion fund of the Group companies is generated annually throughout the concession period for assets subject to reversion, by means of regular charges to the profit and loss account until the fund totals the net book value of the assets to be reverted plus the estimated costs to be incurred to hand over the assets in suitable conditions for use, as established under the terms of the conces- s agreement. i o n In the case of concessionaire companies, the charge to the reversion fund is calculated on the basis of the real toll inco- mes in each year with respect to the total forecast in the Financial Plan until the end of the concession, in accordance with the norms of adaptation set out in the General Accounting Plan. m) Other provisions Following the prudence principle, the Group makes the provisions which it considers necessary in relation to the inherent risks of the business which could affect the Group. n) Provision for retirement and other personnel-related liabilities The collective agreement of Acesa, establishes that, on retirement, personnel with more twelve years of service will be entitled to a payment of fourteen months’ gross salary or wages, based on their fixed salary payments at the time of retirement. In this financial year the company has externalised management through an insurance policy. The fund represents the current value of future payment obligations to employees to cover retirement payments. o) Corporation tax Acesa pays tax on a consolidated basis for the Spanish companies in which it holds more than 90% of the capital, in accor- dance with current legislation. The other companies pay tax individually. The profit and loss account for the year includes the corporation tax, which has been calculated as the sum of the full amount of tax accrued for the year, the differences between the corporation tax assessment basis and book profit, and all credits or allowances to which the comp- anies in the Group are entitled. 1 0 4 Annual accounts p) Foreign exchange differences Transactions in currencies other that the euro are recorded at the exchange rate applicable when the transaction takes place. On balance sheet date the company converts all outstanding credits and debits in foreign exchange using the offi- cial exchange rate for that date. Any losses incurred are reflected in the profit and loss account, whereas recognition of profits is deferred until expiry. Acesa, undertakes hedging transactions on exchange rate risks related to inves- tment activity, with the aim of eliminating or significantly reducing this type of risk, using specific financial instruments (see note 17.f). q ) A c c o u n t i n g f o r i n c o m e a n d e x p e n s e s Income and expenses are recorded on an accrual basis, that is, when the real flow of goods and services that they repre- sent occurs, irrespective of when the cash flow or financial income derived from them occurs. NOTE 3. Consolidation goodwill and negative consolidation differences Changes in the goodwill consolidation fund during the year were as follows: Initial balance Additions Amortisation Final balance Aucat Saba (Spel) Saba (Satsa) Saba (Rabat) Acesa Telecom (DDST) G C O Total 2,740 5 4 3 2 8 2 4 - - 3,335 - - - - 7 9 7 13,030 13,827 -72 -43 -5 -3 -13 -60 -196 2,668 5 0 0 2 3 2 1 7 8 4 12,970 16,966 The changes during the year basically correspond to the goodwill arising in Acesa Telecom for the purchase of the share- holding in DDST and the goodwill arising in Acesa for the purchase of the shareholding in GCO. The negative differences in consolidation correspond to Saba Group’s shareholding in Italinpa. The movement under this heading in 2000 was as follows: Amount Initial balance 2,736 Reversion -227 Final balance 2,509 Annual accounts 1 0 5 Notes to the Consolidated Annual Accounts Acesa Group N O T E 4 . T a n g i b l e a n d i n t a n g i b l e f i x e d a s s e t s The balances and movements in tangible and intangible fixed assets in 2000 were as follows: Balance at Additions in Increase Decrease Transfers Conversion Balance at 31.12.99 consolidation perimeter differences 31.12.00 Intangible assets 7,880 8,088 3,972 -2,308 5 7 4 - 18,206 Tangible fixed assets 509,072 81,495 7,075 -1,268 -574 -5,163 590,637 Investment in highways 456,761 59,560 2,946 Tollgate machinery Land and natural assets 8,394 5 4 4 Buildings and other constructions34,243 Other fixed assets Assets under construction 7,822 1,308 5 2 1 - 1 8 17,495 3,901 3 0 2 3 9 6 3 1,586 1,275 -3 -492 -2 -539 -232 - - - 4 5 5 1,406 -5,098 514,166 -45 8,680 - - 5 4 5 35,140 -20 28,057 - -2,435 - 4,049 Total 516,952 89,583 11,047 -3,576 - -5,163 608,843 The variations in accumulated depreciation and fixed assets for the period were: Balance at Additions in Increase Decrease Transfers Conversion Balance at 31.12.99 consolidation perimeter differences 31.12.00 Intangible assets 2,960 4 5 9 1,089 -334 -9 - 4,165 Tangible fixed assets 24,402 11,455 5,119 -1,264 Investment in highways Tollgate machinery 8,129 4,686 Buildings and other constructions 6,633 Other fixed assets 4,954 7,976 3,332 1,848 1 4 7 - 8 0 2 1,169 1,300 -561 -492 -19 -192 Total 27,362 11,914 6,208 -1,598 1 0 6 Annual accounts 9 - - 9 - - -306 39,415 -285 12,463 -13 - -8 5,130 7,792 14,030 -306 43,580 The additions in the consolidation perimeter were GCO (gross fixed assets of PTAs 60,319 million and accumulated depreciation of 3,575 million) and DDST (gross fixed assets of 29,264 million and accumulated depreciation of 8,339 million). The investments in fixed assets outside of Spain rose to PTAs 54,011 million (gross fixed assets of 58,120 million and accumulated depreciation of 4,109 million) For consolidation purposes, the entry for buildings and other constructions includes the latent appreciation on the buildings on acquiring the Saba shareholding, in accor- dance with the valuation from an independent firm of valuers, which was maintained at year end. The breakdown is as follows: Appreciation Revaluation Amortisation of appreciation 1995 to 2000 Realisation of appreciation Balance of net appreciation at 31.12.2000 Amount 9,808 -1,955 -2,084 -1,300 4,469 Within the investment in highways and tollgate machinery PTAs 523,070 million corresponds to revertible assets under the terms of the respective concessions, including 232,668 million in revaluations. Most buildings and other constructions correspond to administrative concessions granted by different public bodies, which will revert to these bodies when the con- cession expires. The following assets are fully depreciated: Tollgate machinery Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total gross book value Amount 1,570 1 5,096 3 0 5 1,491 2 3 5 5 4 2 373 9,613 The effect of the 1996 revaluation, which was applied by Acesa and Saba, on the depreciation provision in 2000 totalled PTAs 233 million. The effect of the revaluation on the reversion fund is considered by the current Financial Plan. Acesa has entered into several rental agreements by which it has transferred the rights for the operation of service sta- tions. N O T E 5 . F i n a n c i a l i n v e s t m e n t s Annual accounts 1 0 7 Notes to the Consolidated Annual Accounts Acesa Group The balances and movements of the accounting entries under financial investments are: Balance at Additions in Increase Decrease Exchange Balance at 31.12.99 consolidation differences 31.12.00 perimeter Shareholdings consolidated by equity accounting12,390 - 30,121 -5,971 - 36,540 Long-term share portfolio 4,740 6,417 Long-term deposits and guarantees 6 4 1 0 9 Other credits 1 2 3 2,191 1,703 -26 1 5 2 -131 8 7 -47 - - 2 4 - 1,238 7 9 0 Provisions Total -414 - -112 - - -526 13,918 1,262 34,936 -6,175 790 44,731 The changes in shareholdings consolidated by equity accounting were: Profit for year Dromogest, S.A. 6 4 Parc Logístic de la Zona Franca, S.A. Iniciadora de Infraestructuras, S.A. Auto-Estradas do Atlântico, S.A. Autopistas Concesionaria Chilena Limitada Iberacesa, S.L. Accesos de Madrid, C.E.S.A. (1) Autopista Central Gallega, C.E.S.A. (1) Acesa Italia, s.r.l. Areamed 2000, S.A. 8 5 3 2 5 8 9 9 - 5,487 4 7 5 1,000 - 3 2 5 - 3,218 - - 3,437 24,920 - 6 1 1 1 Saba Group Companies Consolidated by equity accounting 1 2 4 1 0 8 Annual accounts Balance at Increase Decrease Balance at 31.12.99 31.12.00 1,414 - -9 1,469 3 6 - 5 4 - 6 7 - - 2 0 0 7 2 4 8 - - - - - -5,487 -475 - - - 1,889 2 968 9 3,285 0 0 28,557 78 283 Total 12,390 29,580 541 - 5,971 36,540 (1) Shareholdings in Accesos de Madrid and Autopista Central Gallega have been transferred to Iberacesa in 2000. Increases in the long-term share portfolio correspond primarily to: Acquisition of 5.7% of Xfera Móviles, S.A by Acesa Telecom for the sum of PTAs 2,887 million. Acquisition of shares in Ibérica de Autopistas, S.A. Concesionaria del Estado by Autopistas, C.E.S.A for the sum of PTAs 1,481 million. Acquisition of a 5.9% shareholding in USPA Hotel Ventures I, S.A., by Acesa with an investment of PTAs 298 million. In compliance with article 86 of Royal Decree-law 1564/1989, the required noti- fications were made to companies when the investment exceeded 10%, and suc- cessive acquisitions in multiples of 5% of share capital. These acquisitions were also communicated to the National Securities Commission (CNMV). N O T E 6 . A c c o u n t s r e c e i v a b l e The breakdown of accounts receivable by activity is as follows: Autopistas Car parks 3,836 Telecommunications Amount 14,873 3,444 22,153 N O T E 7 . S h o r t - t e r m f i n a n c i a l i n v e s t m e n t s The average yield on fixed rate and other similar securities held by the Group during the year was 4.3% in 2000. N O T E 8 . E q u i t y The movements and balances in equity during the year ended 31 December 2000 were as follows: Annual accounts 1 0 9 Notes to the Consolidated Annual Accounts Acesa Group Distribution Balance at of results Increase Profit for Other Balance at 31.12.99 for the year in capital the year movements 31.12.00 Share capital - Parent company reserves 132,264 - - 138,878 6,614 Non distributable reserves RD 1564/198915,610 - - - Distributable reserves Revaluation reserve RDL 7/1996 of 7 June - 1,544 -10 2,404 18,014 1,592 3,126 - - 114,038 - - 107,424 -6,614 Reserves in fully consolidated companies - Reserves in companies consolidated by equity accounting - Profit attributed to the parent company 1,575 - -58 - 1,099 2,674 -138 -196 - - 24,831 -24,831 Interim dividend -10,069 10,069 Total 279,735 -9,805 a) Share capital - - - 27,081 - 27,081 - -10,572 -10,572 27,081 -10,582 286,429 The share capital of Autopistas, Concesionaria Española, S.A. is made up of 278,223,793 shares with a nominal value of 3 euros each, maintained in the share register. The shares are fully subscribed and paid up, all being of the same class and series. As at 31 December 2000 the most significant shareholdings in the share capital of Autopistas, C.E.S.A., were the follo- wing: Caixa d’Estalvis i Pensions de Barcelona (Grupo) Hisusa, Holding de Infraestructuras y Servicios Urbanos, S.A. Caixa d’Estalvis de Catalunya Banco Bilbao Vizcaya Argentaria, S.A. % 29.3 10.0 7.6 6.5 1 1 0 Annual accounts All the shares of Autopistas, C.E.S.A., are publicly listed on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges and traded on the Spanish Interconnection Stock Exchange System (continuous market), and are included in its indices, the Ibex 35 and the Ibex utilities. Options on shares in the parent company are traded on the Spanish financial futures market (Meff Renta Variable). During the 2000 financial year, Acesa, by agreement of the Annual General Meeting of 23 May, increased free floating capi- tal with a charge against the Revaluation Reserve Royal Decree-law 7/1996, of 7 June, issuing one new share for every 20 existing shares, a sum of 39,746,256 euros, and approved a final dividend for 1999 of 37 pesetas gross per share, which totals PTAs 9,805 million. The Board of Directors of Autopistas, C.E.S.A., has been delegated, by the Annual General Meeting of 23 May 2000, the power to in- crease the share capital, through one or more capital issues, up to a maximum amount of 417,335,689 euros over a maxi- mum period of five years from the date of that Annual General Meeting. b ) R e v a l u a t i o n R e s e r v e R o y a l D e c r e e - l a w 7 / 1 9 9 6 , o f 7 J u n e With three years having passed since the balance date when the revaluation was first acknowledged without any examina- tion by the Tax Authorities, the revaluation operations are deemed to be correct and the balance of the account accepted by the Tax Authorities, and accordingly the balance may be applied to: •offset book losses. • increase the share capital. •freely distributable reserves, ten years from the balance date when the revaluation operations are first included. c) Reserves in fully consolidated companies and companies consolidated by equity accoun - ting The breakdown of companies under these entries is as follows: Reserves in fully consolidated companies Saba Group Holdaucat Group Total Amount 1,981 693 2,674 Reserves in companies consolidated by equity accounting Amount Saba Group Parc Logístic Zona Franca Total -75 -121 -196 At 31 December 2000 Caixa d’Estalvis i Pensions de Barcelona directly or indirectly holds 39.9% of the share capital of Saba, 10.6% of Holdaucat and 10.9% of Aucat. N O T E 9 . M i n o r i t y i n t e r e s t s The balance of this entry at 31 December corresponds to the share of minority shareholders in the theoretical accounting value on that date of the fully conso- lidated companies in the Saba, Holdaucat, and Acesa Telecom Groups and GCO, Annual accounts 1 1 1 Notes to the Consolidated Annual Accounts Acesa Group with the following movements during the year: Initial balance Additions in the consolidation perimeter Results Increase shareholding Autopistas, C.E.S.A. Dividends due to minority interests Exchange differences Other movements Final balance Group Saba Holdaucat Acesa Telecom 10,245 6,071 - G C O - - 9 7 8 -490 - -670 10,063 - 5 8 3 -259 - - 10,398 10,960 -152 -7,471 - - - 2 4 5 - - -948 - Total 16,316 21,358 1,654 -7,471 -749 -948 -670 6,395 2,775 10,257 29,490 N O T E 1 0 . P r o v i s i o n s f o r l i a b i l i t i e s a n d e x p e n s e s The movements under this entry during the financial year ended 31 December 2000 are the following: Balance at Additions in Exchange Balance at 31.12.99 consolidation Increase Decrease Transfers differences 31.12.00 perimeter Reversion fund (see note 2.l) 119,519 - 8,976 - 1 0 0 - 128,595 Other provisions (see note 2.m) 5,690 8 5 0 1,054 -867 Pension fund and other personnel liabilities Total 944 126,153 - 147 850 10,177 -1,046 -1,913 - - -73 6,654 - 4 5 100 -73 135,294 N O T E 1 1 . B o n d i s s u e s a n d d e b t s w i t h c r e d i t i n s t i t u t i o n s The following table details the position of outstanding credits at year end 2000. Bond issue Bond issue Bond issue Total bonds Expiry 19.10.05 19.10.10 19.10.15 Syndicated loan Syndicated loan 12.06.02 29.01.03 Nominal Balance 3,327 3,328 3,328 9,983 8,000 10,000 3,327 3,328 3,328 9,983 8,000 10,000 1 1 2 Annual accounts Syndicated loan Syndicated loan Syndicated loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan 19.11.04 28.07.06 25.05.09 05.02.02 09.06.02 15.01.05 15.10.05 03.06.06 02.09.06 02.09.06 02.09.06 02.04.07 31.12.07 5,000 35,000 36,000 6,000 5 0 0 1 2 8 8 4 8 4,250 13,565 6,783 13,565 3,700 170 5,000 35,000 36,000 6,000 3 7 0 1 1 5 8 4 8 4,250 10,590 5,295 10,590 3,700 103 Total loans 143,509 135,861 Total long-term 153,492 145,844 Short-term credit agreements Total short-term 64,092 64,092 46,173 46,173 Total bonds and loans with credit institutions, floating rate 217,584 192,017 Annual accounts 1 1 3 5.8. Management Report Acesa Group During 2000 the Group has undertaken various operations to cover its financing requirements, part of which have been arranged with credit institutions that are company shareholders. Acesa made three non convertible bond issues in October for a nominal amount of 20 million euros each, divided into 200 bonds with a nominal value of 100,000 euros. They were admitted at face value with maturities of 5, 10 and 15 years res- pectively and they are listed on the AIAF fixed income exchange. At 31 December the Group had debts held in foreign currency totalling PTAs 32,463 million, of which 5,988 million were short-term. At 31 December the Group had contracted distinct financial operations (Swaps and Collars) to hedge the financing costs of loans for the nominal amount of PTAs 46,000 million. N O T E 1 2 . T a x p o s i t i o n Acesa pays tax on a consolidated basis for the corporation tax of two of its subsidiary companies (Dromogest and Acesa Telecom) with tax payments for the other companies of the Group being calculated on an individual basis. The reconciliation between the recorded profit for the period and the taxable profit is set out in each company’s annual report, with the consolidated result of the aggregated tax base for all the companies being as follows: Consolidated profit before corporation tax Permanent differences (including consolidation adjustments) Timing differences - arising during the year - from previous years Tax losses carried forward Tax assessment base 1 0 9 -795 Amount 43,198 1,938 -686 -618 43,832 The results of the companies included in the consolidation perimeter during the year have been adjusted proportionately. The distinct companies in the Group have applied deductions totalling PTAs 1,083 million for double taxation of dividends and training of personnel. The negative tax base pending compensation for the companies of the Group at 31 December 2000 totalled PTAs 4,511 million, as follows: Expiry 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 9 2010 TOTAL Amount 6 9 5 3,224 7 0 7 1 7 498 4,511 In accordance with current legislation, the tax declarations cannot be considered final until they have been inspected by the tax authorities or the legally prescribed period for this inspection has passed. Acesa is open to tax inspections for the years 1996 to 2000 inclusive, for all taxes to which it is subject. The company has been issued the corresponding assessments resulting from the inspection based on examinations made between 1989 1 1 4 Annual accounts and 1993 which the company has signed in disagreement. These assessments have been appealed and are pending the decision of the authorities. The eventual impact on the company’s capital that could result (once the outcome of the appe- al is known) is adequately provisioned given that there are amounts that the company will recover, as they relate to timing differences. Additionally, due to possible alternative interpretations of the tax regulations affecting various operations, certain tax lia- bilities exist which are open to contention. In any event, the tax liability that might result would not materially affect the accompanying annual accounts. N O T E 1 3 . I n c o m e a n d e x p e n s e s a) Net operating income for the year 2000 was PTAs 88,375 million, representing an increase of 16.1% over the previous year. Of this amount, 24,535 million corresponds to toll income paid in cash, 48,220 million to toll income paid by credit card, 6,203 million to compensation from the Public Administration, 13,001 to the provision of services. This total is redu- ced by 3,548 million paid in credits and re- bates on tolls. Acesa has not recorded any income corresponding to the rate revision for the year 2000. The corresponding amount of approximately PTAs 1,250 million was not authorised by the Ministry of Works. This decision has been appealed by the company in the tribunals (see note 17.b). The net operating income from the Group’s ordinary activities is broken down as follows by activity and by markets: H i g h w a y o p e r a t i o n s National International Car Park operations National International T e l e c o m m u n i c a t i o n s Total Amount 73,978 1,396 7,910 2,580 2,511 88,375 b) The average number of employees in the parent and Group companies is as follows: Permanent personnel Temporary personnel Total 2,537 360 2,897 c) The extraordinary results include the charge to other provisions for liabilities and expenses, the deferral of amortisation to adapt the accounts of Aucat to the new accounting plan for toll highways, the surplus value obtained by the Saba Group through the sale of car park spaces and other extraordinary items in other companies of the Group. Annual accounts 1 1 5 Management Report Acesa Group N O T E 1 4 . C o n t r i b u t i o n o f g r o u p c o m p a n i e s t o t h e c o n s o l i d a t e d r e s u l t The breakdown by company of the results attributed to the parent company is as follows: Aggregate Minority Result attributed Acesa Saba Group Holdaucat Group Acesa Telecom Group G C O Dromogest Parc Logístic de la Zona Franca Autostradas do Atlântico Iberacesa Group Acesa Italia Group Areamed 2000 result 24,659 1,911 1,521 -236 4 1 6 6 4 3 6 5 4 8 1 2 0 0 7 2 interests - -978 -626 1 5 2 -245 - - - - - - to parent 24,659 9 3 3 8 9 5 -84 1 7 1 6 4 3 6 5 4 8 1 2 0 0 7 2 N O T E 1 5 . C o m m i t m e n t s 28,778 -1,697 27,081 In the agreement to absorb the company that was previously holder of the concession for the Montmeló-el Papiol stretch, Acesa assumed the commitment to pay PTAs 1,000 million to the State during the each of the last five years of the con- cession. Up to 1997 a total of PTAs 1,510 million had been returned derived from the surplus toll income obtained on the Montmeló-el Papiol stretch, over and above the financial forecasts submitted to the negotiation committee for the mer- ger, with these payments considered as an advance payment. In the agreement signed with the State and the Catalan Government dated 23 October 1998, it was established that the outstanding balance of PTAs 3,490 million will be paid in equal amounts in the last five years of the extended concession. Subsequently, the agreement reached with the Ministry of Works on 8 April 1999, which covers the introduction of various credits on the routes of Molins de Rei-Martorell, Molins de Rei-Gelida, Molins de Rei-Sant Sadurní d’Anoia, Martorell-Gelida and Martorell-Sant Sadurní d’Anoia, indicates that these credits made by the company will be charged against the outs- tanding balance. This year credits totalling PTAs 166 million were granted, and the accumulated total for 1999 and 2000 is PTAs 249 million (see note 2.f). N O T E 1 6 . E n v i r o n m e n t a l i n f o r m a t i o n Acesa has undertaken studies and projects to evaluate the environment impact of the traffic growth on the highway, res- tore and improve marginalised areas and land destroyed by fire (which are reforested with native trees) and the installa- tion of screens. A total of PTAs 40 million was destined to these activities in 2000. N O T E 1 7 . O t h e r i n f o r m a t i o n a) The annual remuneration of members of the Board of Directors of Acesa for their services to the company is drawn from 1 1 6 Annual accounts the liquid profits. It can only be paid out once allocations to reserves and dividend payments are covered, and the Law establishes that it should never exceed, under any circumstances, one percent of those profits. The Board of Directors may distribute this sum among its members in the form and amount it decides. Total remuneration of the board of directors of Acesa in all the companies of the Group was PTAs 300 million in 2000, well below the statutory limits of the various companies. PTAs 268 million corresponded to salaries and allowances and PTAs 32 million to other remuneration, travel, insurance premiums and pensions. b) Royal Decree 101/2000, of 21 January, established the exemption of tolls on the Montmeló-el Papiol stretch and for internal circulation in Girona and Tarragona, and compensation from the State for the loss of toll income. These exemp- tions were applied from 10 January 2000. Royal Decree 429/2000, of 31 March, extended rates and tolls on highways under the jurisdiction of the State Administration during 2000. The Law 14/2000, of 29 December, on fiscal, administrative and social order measures, esta- blished a new formula for the revision of tolls and rates under the State Administration and certain transitory dispositions, which have required their immediate application from 1 January 2001. Acesa has initiated legal proceedings in defence of its legitimate interests. The Government of Catalonia approved the revision of toll rates for 2000 in March for the highways under its jurisdiction, postponing their application and establishing the corresponding compensation for the resulting loss of income. Subsequently, in accordance with the Order of 27 December 2000, the postponement of the annual rate increase indica- ted above is revoked, being effective from 1 January 2001. c) With respect to the extension of the A-19 highway for the Palafolls-GI-600 road connection stretch, the General Manager of Roads for the Government of Catalonia made the corresponding project plan public on 15 December 2000. d) Acesa, at present, respecting the second general point of the Code of Good Management prepared by the «Special Commission for the study of a Code of Ethics for Company Boards of Directors», considers it appropriate to maintain under study the assumption of the recommendations made in this code, as the members of its Board of Directors are nominated by core shareholders that hold a majority shareholding in the company. Nevertheless, in the context of structure of the company’s administrative body, an Executive Commission has been constituted which meets monthly. e) At 31 December the Group has guarantees to third parties provided by financial institutions, which are detailed by com- pany as follows: Acesa Saba Aucat DDST Total Amount 52,964 4,328 9,281 3 4 66,607 The guarantees of Acesa relate principally to guarantees on committed investments and financing of associated compa- nies. As at 31 December there is no expectation that these guarantees could result in any significant liabilities. Annual accounts 1 1 7 Management Report Acesa Group f) Acesa carried out hedging operations to cover exchange rate risks associated with the investment in the Argentine com- pany, GCO. The premiums paid up front for the hedging transaction are accounted for on a straight-line basis over the period of the operation. The results of the cross currency interest rate swap are recorded as financial income or an expense over the period of the operation. The exchange rate differences arising from the conversion into euros of these transactions will be recorded on the cance- llation or settlement of the hedging transaction. The following financial instruments were used: •Transactions without the exchange of principal on expiry (Non Delivery Forward). The nominal value of all these trans- actions at 31 December 2000 is USD 120.6 million. Acesa sold 120.6 million Argentine pesos in exchange for USD 120.6 million, with expiry in October 2005. • Cross-currency interest rate swap (Cross-Currency IRS) between USD and Euros. The nominal value of these transac- tions is USD 120.6 million, with expiry between 7 and 22 December 2003. The criteria for recording exchange rate differences are detailed in note 2.h). N O T E 1 8 . S u b s e q u e n t e v e n t s From the beginning of the 2001 financial year to the time of preparing these accounts, no material events affecting the company occurred. N O T E 1 9 . F i n a n c i a l p l a n had In February 2000, the Ministry of Works approved the latest Financial Plan of Acesa, which reflects modifications owing to the implementation of the Order dated 10 December 1998 that approved the terms of adaptation in the General Accounting Plan for concessionaire companies of highways, tunnels, bridges and other toll routes. In July 2000 Aucat presented a new Financial Plan that reflects the modifications arising from the application of the General Accounting Plan as noted. This plan is currently pending approval from the Government Delegation for the Concessionaire companies of Toll Highways in the Government of Catalonia. These plans include the forecasted evolution of distinct variables that are used in the projection (traffic, inflation, interest rates, etc.), using variables which are considered reasonable and coherent taken as a whole. 1 1 8 Annual accounts The year 2000 has provided a favourable environment for the operations of Acesa and its Group, and has seen the con- solidation of the process initiated in earlier years to geographically expand the highway investments, as well as boost inves- tments in the other operating areas of infrastructure management (car parks, logistics services and telecommunications) with the aim of producing an adequate return on capital for shareholders in terms of the risk-yield balance. The results obtained by the parent company in its core traditional business have been markedly better than the previous year, with an increase of 10% in revenue and 8% in net profit. However, the contribution of the other companies in the Group is increasingly important in the consolidated revenue in the main sectors where activities are being developed. As a result of the strategy initiated in earlier years, the consolidated figures for 2000 show significant growth compared to those of the previous year. On the balance sheet, total assets have increased by 28% to exceed PTAs 680,000 million. Equity has also increased by 2.4% to PTAs 286,000 million. On the profit and loss account, the 16% increase in revenue to PTAs 88,000 million stands out, with operating income rising 17%. The consolidated net profit for the year was 9% more than the previous year, exceeding PTAs 27,000 million. Looking at the distinct sectors of activity where the Group operates, the highlights for the year were as follows: •In the area of highway operations the international expansion commenced by joining the core shareholding group in the Italian company Autostrade (the leading European toll highway operator) and taking control of the Autopista Acceso Oeste de Buenos Aires in Argentina. This investment may serve as a platform for possible future investments in the area. Nationally, the positive performance of Autopistes de Catalunya, S.A. (Aucat) stands out, experiencing one of the most significant increases in traffic in the sector for 2000 (18%). Net profit rose by 56% to exceed PTAs 1,600 million. The consortiums in which Acesa participates to construct new highways at a state level (ring roads 3 and 5 in Madrid and the Santiago/Alto de Santo Domingo highway) are in the initial phase of construction in line with projections. •In the car parks sector the Saba group has continued to perform well. At the end of 2000 it managed 77,160 car park spaces, representing an 11% increase over the previous year. Of those, more than 60% are located outside of Spain following the international expansion initiated in earlier years. During 2000 Saba merged with the associated company Europea de Estacionamientos, S.A., with the resulting synergies in the combined operation of the car parks under mana- gement. Also of note is the participation of Acesa and Saba in the consortium awarded the contract to construct two new car parks at Barcelona airport and the operation of the existing car parks. •In the services/logistics sector, Acesa has formed the company Areamed 2000 with the objective of improving the management and quality of the service areas, developing and improving goods and services provided for clients. The consolidation of the Zona Franca Logistics Park can also be highlighted. 40% of the planned construction of ware- houses for lease in the total area have been completed and are fully occupied. It is projected that they will be fully operative in 2001. Construction of the first two office blocks is at an advanced stage. Profits are expected in the 2001 financial year. •The telecommunications sector has been one of the principal strategic choices of Acesa in 2000. Approximately one- third of the PTAs 68,000 million invested has been channelled to new business investments during the year. At 31 December 2000, Acesa Telecom S.A., leader of the Group in telecommunications investments, held 87% of Difusió Digital Societat de Telecomunicacions (Tradia), a company focused on providing network and telecommunica- tion infrastructure services for radio transmitters, telecommunications operators and closed user groups. This has been the first year of activity for Tradia within the Group and through the course of the year a base has been Annual accounts 1 1 9 Management Report Acesa Group built for significant growth in its operations over the coming years. Acesa Telecom holds a 5.7% shareholding in Xfera Móviles S.A., which was awarded a third generation mobile telepho- ne licence (UMTS). During 2001 it is expected that the results and other key consolidated statistics will continue to grow. Acesa will be alert to opportunities in the sectors where it is currently active that provide a suitable risk return profile for its shareholders as well as active participation in the management by applying all its knowledge and experience, always within the context of the management and financing of infrastructure for transporting people, goods and telecommunications.. Pl. Gal·la Placidia, 1 08006 Barcelona http://www.autopistas.com Investor Relations telephone: 93 228 50 00 Autopistas 1 2 0 Annual accounts 

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