Abertis Infraestructuras S.A. Annual Report 2000

FY2000 Annual Report · Abertis Infraestructuras S.A.

Loading PDF…

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-

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

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

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

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

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

Notes to the

Management

Auditor’s

Balance Sheet

Profit and

Consolidated

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.

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 %

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 %

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

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 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

2.1.

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.

Jan.

June

Dec.

June

Jan.

Dec.

1 9 6 9

1 9 7 0

1 9 7 1

1 9 7 4

1 9 7 5

1 9 7 6

1 9 7 2

March

1 9 7 3

July

June

Aug.

July

April

1 9 7 3

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

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

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

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

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

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

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

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

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

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

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

Business Developments

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

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

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 %

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

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

2000

euros

2000

1999

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

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

2000

1999

pesetas

65,804

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

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

106,697

1,649

1,481

298

3,428

48.6%

100.0%

55.8%

89.4%

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

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

Accounts

Annual Accounts

Acesa
Group

9 0

9 2

9 4

Accounts

Consolidated

Notes to the

1 1 3

1 1 5

Balance Sheet

Profit and

Consolidated

Management

Auditor’s

Loss Account

Annual

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

10,186

8 2 4

6,939

1,313

1,156

-54

2,841

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

-792

3,407

3,152

3 2 1

2,364

8 4 3

6 3 7

6 3 2

2 9 2

-48

4 6 1

7 0

3 9 1

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

22,410

18,014

4,396

26,033

-10,572

126,935

4 5

123,465

3,425

56,482

9,983

43,000

3,490

50,526

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

18,248

15,610

2,638

24,036

-10,069

119,680

9 4 4

114,966

3,770

15,614

8,000

3,490

4,124

17,324

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

1999

8,436

6,787

1,573

7 6

1,189

13,492

5,670

1 0 2

7,720

23,119

38,094

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

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

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

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

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

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

—

4 0

—

1 8

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

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

1 9

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

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

31.12.99

Increase

Decrease

31.12.00

Long term share portfolio

1,605

1,823

Long term deposits and debentures

Less: Provisions

Total

792

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

received

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

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

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)

(3)

0
(4)

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

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

143

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

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.

accordance

with

article

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

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

Autopista Central Gallega,
0
C.E.S.A.

de Compostela A Coruña concessionaire

Hórreo 11 Santiago Toll highway

9.00

4,750

181

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)

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

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

(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

(see note 4.e). The results of the cross currency interest rate swap are recorded as financial income or expense over the

period

operation.

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

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

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

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

1 0

1 5

4-6

3,327

3,328

9,983

available

3,327

3,328

9,983

8,000

35,000

43,000

Total long term

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.

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

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

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

9 0 0

9 4

4,115

3,490

41,830

3 9

2 2 8

3,092

13,229

2 1 7

19,406

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

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

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

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

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

135,861

135.861

7,581

71,705

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

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

70,015

4,124

3,521

27,428

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

1 9 6

1999

12,476

9,931

2,469

7 6

4,381

17,304

8,287

9 0 8

8,109

34,165

44,261

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

1 9 9 9

76,128

69,910

-2,928

9,146

2 0 5

2,093

Total operating income

91,440

78,426

Other interest and related income

Total financial income

5 8 2

3 0 2

Loss fron financial operations

4,199

1,391

Profits from companies consolidated by equity accounting

5 4 1

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

—

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

the

acquisition

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 %

- 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

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-

agreement.

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

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

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

allowances

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

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

-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

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

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

5 8 9

5,487

4 7 5

1,000

3 2 5

3,218

3,437

24,920

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

968

3,285

28,557

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

-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

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

Total bonds

Expiry

19.10.05

19.10.10

19.10.15

Syndicated loan

12.06.02

29.01.03

Nominal

Balance

3,327

3,328

9,983

8,000

10,000

3,327

3,328

9,983

8,000

10,000

1 1 2

Annual accounts

Syndicated 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

02.04.07

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

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

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

3,548

million

paid

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