Abertis Infraestructuras S.A.
Annual Report 2001

Plain-text annual report

2001 Annual report Autopistas Acesa Group Highways: Acesa, Aucat, Autema,Túnel del Cadí, Accesos de Madrid, Autopista Central Gallega, Iberpistas, Isgasa, Autostrade, GCO, Auto-Estradas doAtlântico. Car Parks: Saba, Fiparc, Spasa,Satsa, Saba Italia, Rabat Parking, Spel. Logistics: Acesa Logística, CentroIntermodal de Logística, Parc Logístic dela Zona Franca, Areamed 2000. Telecommunications: Acesa Telecom, Tradia. Chairman’s Letter Dear Shareholders, Once again I am pleased to have the opportunity to address you with a summary of the evolution and most significant events of the Acesa Group in the past financial year. On this occasion, moreover, allow me to advance that 2001 was an especially significant and important year in the history of our company. It was significant for three motives. Firstly, because Acesa showed that it is a Group which is able to broaden and diversify its investments, within Spain and internationally. Secondly, because the Acesa Group closed the 2001 financial year with very satisfactory results, in spite of the slowdown in the economic growth cycle, increasing net consolidated profit by 5.6% to 172 million euros. And finally, because in the last year we strengthened our strategy as a management Group of infrastructures that facilitate mobility, communication and specifically, the quality of life of the society. In the year 2001 Acesa Group continued the solid, prudent and profitable growth that we hope deserves the confidence shown by own shareholders. Our willingness to grow our main activity in the highway sector and expand towards new business lines associated with infrastructures, has continued – as you can observe in this Annual Report – at a good pace. All our growth initiatives with new investments are founded on four strategic objectives: ensure a significant presence of Acesa in the decision making body of those companies in which it is a shareholder; do so in those companies where the risk and cash flows have been accurately calculated previously; be able to contribute the accumula- ted management knowledge of the Group; and finally, be in line with Acesa’s commitment to stable long-term investments. The most significant data for our Group over the past year were as follows: Over the last year all the companies in the Acesa Group, whose activities are carried out in highways, car parking, logistics services and telecommunication infrastructure sectors, increased their operating income. Capital investments reached 216 million euros. 84% was dedicated to the highway sector, 9% to telecommunications and 7% to logistics services. The operative investment in the Acesa highway network rose to 109 million euros. These investments allowed us to maintain lea- dership in the main sector of the Acesa Group’s business. The significant increase of Acesa’s participation in the highway sector can be highlighted, acquiring in 2001, or reaching agreements to acquire this year, 40.4% of Aucat (to reach 100% in 2002), 22.4% of Autema, 37.2% of Túnel del Cadí and 6.1% of Iberpistas. The increase in investments in the highway sector has three significant consequences: • Establish our presence, in some cases, or increase it, in others, in concessionaire companies within and beyond Catalonia. This enables us to have a position as a key operator with the public administrations. • Extend the average life of the portfolio of concessions. Whilst the most mature concessions have already run 65% of the total period, others are still in the first quarter of their concession period. The resulting group has an average life of more than 77%. • The distinct stages of maturity across the Group’s concessions generates cash flows that enable new investments to be financed without having to seek additional funds. Of special note in the international arena, the leading highway operator in Europe, the Italian concessionaire Autostrade, entered into the capital of Acesa. At year end it held 4.94% of the capital. This agreement strengthens the link between the two groups and favours, amongst other matters, geographical expansion in new markets. In Argentina, our investment was undertaken by fixing the required resources at the time of acquisition through a currency hedge. The fore- sight of Acesa and the method of financing the investment – the debt of the Argentine company GCO is accounted for in pesos at the exchange rate of one dollar/one peso, by virtue of the "Peso conversion" decree – has avoided the need to make provisions for the deva- luation, which would have had a negative impact on the profit and loss account for the year. For this reason, Acesa Group’s investment in Argentina continues to represent a good long term opportunity. In line with the willingness to establish links with the main independent European operators of highways to jointly develop a new pan European teletoll system and realise synergies through coordination and collaboration, Acesa has acquired in 2002 a 10% shareholding in Brisa, the main concessionaire in Portugal. This operation has been complemented by a pact on the sale of 10% of Acesa’s shareholding in Auto-Estradas do Atlântico to other shareholders. The Acesa Group continues its process of expansion and diversification in car parking, logistics services and telecommunication infras- tructure sectors. 82% of the consolidated operating income corresponds to the highway sector, and 18% to the other sectors, highlighting the investments in the area of logistics and telecommunications infrastructures, which are in development phase. In any event, in the last quarter of the year, the Acesa Group ensured the growth of these new activities with an agreement to buy up to 32% of Centro Intermodal de Logística, Cilsa, and increase its shareholding in Tradia to 95%. 2 Letter from the Chairman The Spanish economy grew 2.8% in 2001, compared to 4.1% in the previous year. It does not appear that a certain deterioration in the economy can be ruled out in the coming months, which could be more accentuated in 2003. Hoping that I am mistaken, I consider it good to recognise that the effects of the slowdown have not reached our country, but they will possibly do so in the near future. Nevertheless, it will be necessary to wait and monitor the scale of recovery which appears to be underway in the United States economy. In any event, due to the nature of the Acesa Group’s activities, the effects of slower growth in the United States and in some European countries will be attenuated through our growing diversification, both in the highway networks of Spain, Italy and Portugal, as well as the advance in other business lines. Finally, with respect to the stock market evolution and the dividend policy for Acesa shares, the Spanish stock market experienced signifi- cant volatility in 2001. In spite of this, the performance of Acesa shares has been outstanding. Taking into consideration the adjustments for increases in capital, the share gained 26.2%. The adjusted closing price for 2000 was 8.87 euros and 11.19 euros at the end of 2001. By comparison, the Ibex 35 index lost 7.8% in the same period. The Board of Directors will propose that the Annual General Meeting approves a final dividend of 0.223 euros per share, which together with the interim dividend paid in October 2001 of 0.451 euros per share, represents 5% more than the previous year. Furthermore, it will recom- mend an increase in free float capital, issuing one bonus share for every twenty existing shares, with economic rights from 1 January 2002. A notable event in the 2002 financial year is the launch of a takeover bid for Iberpistas, the control of which would secure Acesa position in the Spanish market. Áurea, which also considers Iberpistas as a strategic investment, has presented a takeover bid which exceeds the conditions of the offer originally made by our company. Acesa, on 20 May 2002, presented improved conditions on its original takeover bid, harbouring reasonable expectations of obtaining control of the company given the consent of the key shareholder, owner of 23.4% of the share capital. As Acesa was the first to launch a takeover bid for Iberpistas it has the option to improve conditions if another competing takeover bid is presented. On a separate matter, and also occurring in 2002, it should be noted that the Board of Directors of Acesa have supported the merger pro- posal involving the absorption of Áurea, announced by the respective principal shareholders ("la Caixa" and Dragados). Should this initiati- ve have a positive outcome, Acesa would be consolidated as one of the leading European groups in management of transport infrastruc- tures, with a size that would enable an improvement in its international competitiveness and its position with respect to new infrastructure concessions expected in the coming years nationally and internationally. We trust that this positive trend will be supported through the good result of the future plans that our Group offers in its process of diversi- fication, which are based on sustained growth and the increase of value generated. I wish to acknowledge the work of the Board of Directors and the dedication of the management team and all the employees of our Group. Their contribution has been fundamental in making the expansion process possible, achieving the results obtained and being able to face the future with well founded optimism. In conclusion, I wish to once again express my gratitude for the confidence that you are demonstrating in our future project, reiterating our commitment to continue working on the creation of one of the leading European groups for infrastructures serving mobility and communi- cations, which enables us to maintain and strengthen our path to obtain increasing returns for investors, whilst maintaining our commitment to serving society. Isidre Fainé Casas, Chairman Informe anual 3 Board of Directors B o a r d o f D i r e c t o r s 3 1 - 1 2 - 2 0 0 1 Chairman Isidro Fainé Casas * Deputy Chairman Enrique Alcántara-García Irazoqui * Managing Director Salvador Alemany Mas * Directors Antonio Brufau Niubó * Jordi Aristot Mora Gilberto Benetton Caixa d’Estalvis de Catalunya, represented by Josep María Loza Xuriach * Enrique Corominas Vila Jean-Louis Chaussade Pere Antoni de Dòria Lagunas Ibérica de Autopistas, C.E.S.A., represented by José Mª Catá Virgili Isabel Gabarró Miquel Enric Mata Tarragó * Joaquim de Nadal Caparà Ricardo Pagés Font Jordi Mercader Miró Antonio Vila Bertrán Non-Director Secretary Alejandro García-Bragado Dalmau Non-Director Deputy Secretary Juan Arturo Margenat Padrós * Members of Executive Commission 4 Board of Directors Management M a n a g e m e n t 3 1 - 1 2 - 2 0 0 1 Chairman Salvador Alemany Mas General Secretary Juan Arturo Margenat Padrós Acesa Operations Manager José Vicente Solano Salinas Finance and Human Resources Manager Josep Morist Puig Strategic Planning and Corporate Control Manager Josep Martínez Vila Construction Division Manager Rodolfo Vicente Bach Technical Services and New Projects Development Manager (acting) Juan Rodríguez de la Rubia International Concessions Manager Jorge Graells Ferrández Commercial Manager Joaquín Gay de Montellà Management 5 1 2 Essential Information Acesa 10 Activities and investments 20 Highway network 11 Highlights 21 Traffic 17 Most significants events during 26 Investments the year 28 29 Repairs and maintenance Services 31 Humans resources 32 Other events The Annual Accounts and Management Report are those approved by the Board of the Company on 26 February 2002, subject to the requisite changes in the preparation of this document. 6 Annual report 3 4 5 Acesa Group Financial Management Annual Accounts 36 Introduction 37 Highways 43 Car Parks 45 47 Logistics services Telecommunications Highways Acesa, Aucat, Autema, Túnel del Cadí, Accesos de Madrid, Autopista Central Gallega, Iberpistas, Isgasa, Autostrade, GCO, Auto-Estradas do Atlântico. Car Parks: Saba, Fiparc, Spasa, Satsa, Saba Italia, Rabat Parking, Spel. Logistics: Acesa Logística, Centro Intermodal de Logística, Parc Logístic de la Zona Franca, Areamed 2000. Telecommunications: Acesa Telecom, Tradia. 50 52 54 Balance sheets and comments Acesa Results and comments 60 Balance sheet Shareholders and Stock market 62 Profit and loss account 64 Notes to the annual accounts 81 Directors’ report 83 Auditor’s report Acesa Group 84 Balance sheet 86 Profit and loss account 88 Notes to the annual accounts 107 Directors’ report 109 Auditor’s report Annual report 7 Acesa: 7,084 million kilometres travelled. Average daily traffic of 35,842 vehicles. 4.8 %increase in traffic compared to previous year. Average workforce of 1,299 people. Acesa Group: more than 25 companies in highways, car parks, logistics services and telecommunication infrastructures. 2.8% growth in gross assets, 29.2% increase in operating income and 5.6% rise in net profit. Average workforce of 3,209 people. Information 1 Essential 10 Activities and investments 11 Highlights 17 Most significants events during the year 1.1. Activities and investments A C E S A Highways Car Parks Services/Logistics Telecommunications Aucat Isgasa (*) 77.73 % (*) 50.00 % Tunel Cadí 35.39 % Accesos Madrid (*) 11.67 % Autema 10.05% Central Gallega (*) 9.00 % Iberpistas 8.07 % GCO 48.60 % A. E. Atlântico 10.00 % Autostrade (*) 3.85 % Saba Acesa Logística Acesa Telecom 100 % 94.99 % 5.69 % Tradia Xfera Fiparc 55.84 % 55.84 % Spasa 50.26 % Satsa 49.16 % Saba Italia 33.50 % Rabat Parking 28.48 % Spel 27.92 % 100 % 19.05 % Cilsa Parc Logístic 50.00 % Areamed 2000 50.00 % Port Aventura 6.34 % USPA Hotel V. I 5.92 % Fully consolidated Equity accounting (*) Indirect shareholding: In companies indicated as indirect shareholding (*), Acesa invests through other companies (see note 1 of the consolidated annual accounts of Acesa Group). 10 Annual report 1.2. Highlights K e y D a t a ( t h o u s a n d s o f e u r o s ) PARENT 1997 1998 1999 2000 2001 Kilometres travelled (millions) Average daily traffic - Total (vehicles/day) 5,433 27,486 5,793 29,312 6,181 31,272 6,779 34,205 7,084 35,842 Gross fixed assets Shareholders’ Funds Provisions and depreciation Financial debt Gross Toll Income Ebitda (1) Operating profit Net profit Total dividends 2,472,029 1,615,250 651,040 168,283 2,505,055 1,646,094 711,550 108,783 2,598,133 1,673,921 765,671 93,578 3,038,129 1,707,911 815,791 544,539 3,228,002 1,744,084 909,786 685,578 347,163 273,755 251,025 149,862 108,338 376,835 295,397 235,981 141,923 113,754 369,893 282,506 228,950 144,459 119,439 405,071 310,072 248,774 156,460 125,413 431,980 335,238 270,049 164,762 131,865 Average number of employees 1,101 1,133 1,178 1,238 1,299 CONSOLIDATED 1997 1998 1999 2000 2001 Gross fixed assets Shareholders’ Funds Provisions and depreciation Financial debt Operating revenue Ebitda (1) Operating profit Net profit attributed to parent 2,569,134 1,618,207 709,567 169,053 385,393 290,307 259,703 149,033 2,622,318 1,648,552 777,373 113,916 413,995 313,500 247,136 141,659 3,193,694 1,681,241 925,132 473,489 471,350 339,872 266,014 149,237 3,933,566 1,721,473 1,078,215 1,154,045 549,565 384,780 295,745 162,760 4,045,324 1.764.752 1,204,973 1,226,868 709,872 475,814 358,709 171,948 Average number of employees 1,447 1,514 1,971 2,897 3,209 (1) Operating income (excluding capitalisation) less operating expenses (excluding depreciation and provisions). Annual report 11 10,000_ 9,000_ 8,000_ 7,000_ 6,000_ 5,000_ 4,000_ 3,000_ 2,000_ 1,000_ 0_ 1,000_ 900_ 800_ 700_ 600_ 500_ 400_ 300_ 200_ 100_ 0_ A c e s a – D i s t a n c e t r a v e l l e d ( m i l l i o n s ) |1997 |1998 |1999 |2000 |2001 Increase of over 30% in period 1997-2001 The total distance travelled on the Acesa highway network in 2001 was 7,084 million kilometres, an increase of 4.5%. Since 1997 the increase has been 30.4%, equivalent to 6.9% accumulated annual growth. A c e s a – F i n a n c i a l i n v e s t m e n t s |1997 |1998 |1999 |2000 |2001 The accumulated investment in subsidiary and associated companies of the Group exceeds 800 million euros The significant investments undertaken in the development of the Group, especially since the year 2000 reflect the emphasis on expansion. The main investments made in the financial year were entry in the Túnel del Cadí, Autema, Cilsa (through Acesa Promotora Logistica) and the increase in the shareholdings of Aucat (through Holdaucat), Iberpistas and Tradia (through Acesa Telecom). 12 Annual report 5,000_ 4,500_ 4,000_ 3,500_ 3,000_ 2,500_ 2,000_ 1,500_ 1,000_ 500_ 0_ 500_ 450_ 400_ 350_ 300_ 250_ 200_ 150_ 100_ 50_ 0_ A c e s a G r o u p – B r e a k d o w n o f l i a b i l i t i e s |1997 |1998 |1999 |2000 |2001 Equity Provisions: expenses & liabilities Debt Other liabilities The assets of the Group exceed 4,200 million euros Equity represents 41% of total liabilities and debt 29%. The provisions for liabilities and expenses, which basically correspond to the reversion fund, exceed 890 million euros. 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 |1997 |1998 |1999 |2000 |2001 The increase in the period 1997-2001 exceeds 60% The operating profit for the Group (operating income excluding capitalisations, less operating expenses, excluding amortisation and reversion fund) increased by 24% in 2001, to reach 476 million euros. In the last two years the increase was 40%, especially due to the incorporation of new companies which are fully consolidated, and the strong performance of the rest of the Group. Annual report 13 200_ 180_ 160_ 140_ 120_ 100_ 80_ 60_ 40_ 20_ 0_ 140_ 120_ 100_ 80_ 60_ 40_ 20_ 0_ A c e s a G r o u p – P r o f i t d u e t o p a r e n t c o m p a n y |1997 |1998 |1999 |2000 |2001 775 million euros in the last five years The expansion of the Group has been compatible with profit growth. In 2001 the increase was 5.6% reaching 172 million euros. A c e s a D i v i d e n d s |1997 |1998 |1999 |2000 |2001 One of the highest dividend yields Total dividends in 2001 exceeded 131 million euros. 80% of the net profit generated has been distributed to shareholders, main- taining the accumulated annual growth of 5%. The dividend yield is 4% based on the closing price at year end 2001, placing Acesa as one of the companies in the stock exchange with the highest yield for its shareholders. 14 Annual report 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 A u t o p i s t a s National Acesa Aucat Túnel del Cadí Autema Iberpistas International Argentina-GCO Portugal-A.E. Atlântico Italy-Autostrade Under construction Accesos Madrid (2) Central Gallega (2) (1) Traffic flow in millions of vehicles. (2) Highways under construction. (3) Consolidated data. Shareholding Km ADT change income (thousands of euros) Annual Operating 77.7% 35.4% 10.1% 8.1% 48.6% 10.0% 3.9% 11.7% 9.0% 541.5 58 30 48 70 35,842 23,207 5,660 13,773 25,842 52 (1) 59.5 170 3,120 21,959 41,420 63 57 5% 12% 5% 5% 6% -3% 2% 4% 438,431 56,740 16,164 25,077 136,557 (3) 90,929 43,826 2,226,612 (3) Annual change 8% 14% 6% 10% 5% 3% 33% 7% • Aucat continues to have one of the highest traffic growth rates in the sector. Acesa has increased its shareholding by 18.06% (7.11% through the acquisition of 10.94% of Holdaucat). • Slight decline in traffic and income levels in GCO in spite of the difficult economic situation in Argentina. • Strengthening of the collaborative links between Acesa Group and Autostrade whose profit increased 13.16% on the year 2000. • Acesa increased its activity in the highway sector with the purchase of 35.39% of Túnel del Cadí, 10.05% of Autema and 6.07% of Iberpistas. • Operating income of Auto-Estradas do Atlântico increased 32,73% due to the start of operations of 83 kilometres. Car Parks Annual report 15 C a r P a r k s Shareholding No. of spaces Vehicle rotation Annual Operating change income Annual change (thousands of euros) Saba Group 55.8% 89,632 47.4 14% 78,082 12% • Boost to international activity, especially in Italy, with the entry of Autostrade in the shareholding of Saba Italia (previously Italinpa). • Increase in the rotation of vehicles with the incorporation of the car parks at Barcelona Airport and the positive performance of the car parks. Logistic services m2 to m2 in Annual Operating (thousands of euros) Shareholding build operation change income Parc Logístic ZF CIM Vallès Cilsa 50.0% 100.0% 19.1% 62,413 - 125,155 8,874 550,000 (1) 264,000 89% 18% 0% 5,299 2,292 10,690 (1) Forecast including warehouses and offices. Annual change 87% -2% 25% • Completion of construction on the first two office blocks in the Parc Logístic ZF of 11,500 square metres each. • Acquisition of 19.05% of Cilsa (in 2002 purchase of additional 12.95% will be finalised) dedicated to the promotion and management of logistic activities in the Port of Barcelona. Start of development of ZAL II during 2002. Te l e c o m m u n i c a t i o n s Sites under ( thousands of euros) Annual Operating Shareholding construction operative change income Annual change Tradia 95.0% 119 669 21% 47,929 (1) (1) Figures not comparable, as Tradia commenced activities in April 2000 when it was spun off from the Telecommunication Centre of the Catalan Government. • Development of first independent national operator in telecommunications infrastructures continues in Spain. 16 Annual report 1.3. Most significant events during the year 1 s t Q u a r t e r 2 0 0 1 • Decree 76/2001 of 20 March extended existing tolls and rates applicable in the concessions under the Catalan Government. The Company initiated legal proceedings against this Decree. •The Italian concessionaire, Autostrade, became a shareholder in Acesa. At close it held 4.94% of the share capital, with an outlay of approx- imately 120 million euros. This agreement strengthens the link between both groups which will favour, amongst other things, expansion in new geographical markets. •Expansion of road service that Acesa provides in collaboration with RACC. 2 n d Q u a r t e r 2 0 0 1 •Tradia signs two agreements to provide housing and/or transportation services with the companies Xfera and Banda Ancha. •Autostrade acquires 40% of Saba Italia (previously Italinpa) that manages more than 33,000 car park spaces. •From May 2001, Acesa offers a new portal of information, www.autopistas.com. •On 1 June the final dividend of 0.222 euros per share was made (charged against the profits of 2000) as agreed at the Annual General Meeting of 8 May 2001. •Creation of Ona Pista (radio information service). 3 r d Q u a r t e r 2 0 0 1 •Between 24 July and 7 August, negotiation of the rights to the bonus share issue of one share for every 20 existing shares, approved by the Annual General Meeting of May 2001. •Opening of Infopista, tourist information point, located in the Montseny area (A-7 highway). •Acesa increases its shareholding in Iberpistas with the purchase of 6.07% of the capital from “la Caixa” for 38.93 million euros. •Acesa presents offers to buy shares in Aucat (40.33%), Túnel del Cadí (36.59%) and Autema (10.05%) from the savings banks which form part of its shareholders. •Completion of the canalisation for the fibre-optic cable on the A-2 highway, and launch of the first cable, for the exclusive use of Acesa, ready for service in 2002. •Dromogest changes its name to Acesa Promotora Logística. 4 t h Q u a r t e r 2 0 0 1 •On 11 October two new stretches of the Auto-Estradas do Atlântico highway in Portugal are opened to traffic. One stretch of the A-8 high- way of 49 kilometres, between Caldas de Rainha and Marinha Grande Este and another stretch of the A-15 between Caldas de Rainha and Santarém of 36 kilometres. •Finalisation of the restoration works of the castle at Castellet, headquarters of the Castellet de Foix Foundation. •The Board of Directors agrees to distribute an interim dividend for the 2001 financial year of 38 pesetas per share (0.228 euros) which was paid out on 29 October, representing an amount of 66.7 million euros, 5% more than the payment made in October 2000. •Acesa purchased 18.06% of Aucat (7.11% through the purchase of 10.94% of Holdaucat), 10.05% of Autema and 35.59% of Túnel del Cadí from “la Caixa” Group for a total sum of 143,384 thousand euros and reached an agreement in principle to acquire in 2002: - Aucat: 13.51% from Caixa Penedès and 8.76% from Caixa Tarragona - Autema: 4.51% from Corporación Banesto and 7.77% from SCH (acquired in January 2002). - Túnel del Cadí: 0.88% from Caixa Girona, 0.32% from Caixa Terrassa and 0.60% from Corporación Banesto (acquired in January 2002). •For the third consecutive year, Acesa received an AA investment grade – very high credit quality rating from the credit rating agency Fitch for long-term debt, and maintained the F1+ rating of “highest credit quality” for short-term debt. •Acesa reached an agreement to acquire 32% of Cilsa (Centro Intermodal de Logística, S.A.) through Acesa Promotora Logística. The acquisition of this percentage will represent a total disbursement of 25.3 million euros through an increase of capital (19.05%). This company is the conces- sionaire of the Barcelona Port Authority, dedicated to the promotion and management of the Logisitic Activities Zone (ZAL) of the Port of Barcelona. •Acesa, through Acesa Telecom, acquired 7.99% of Tradia from the Catalan Government for 10.5 million euros, increasing its shareholding to 94.99%. •The Law 24/2001 of 27 December, complying with the sentence from the Justice Tribunal of Luxembourg, establishes the VAT (IVA) applicable to motor vehicles on toll highways at 16%. The Catalan Government, to suppress the impact of the increase in VAT on the user, approved a temporary rebate of the motor vehicle toll rate on the highways under its jurisdiction (Decree 351/2001) so as not to pass the increase to users. •The ministerial Order of 27 December 2001 set the annual rate revision for the concessions under General State Administration (Zaragoza- Mediterranean A-2 and la Jonquera-Tarragona A-7) at 3.81%. •Decree 76/2001 establishes the rate adjustment for concession highways of the Catalan Government (C-32 Montgat-Palafolls and C-33 Barcelona-Montmeló) at 3.47%. The Catalan Government will compensate Acesa for no annual revision from 1 April to 31 December 2001. • Completion of the new off-ramp at Vilafranca Centre with an investment of 1,320 thousand euros. Opened to traffic in January 2002. Annual report 17 26,646 thousand euros invested in highways. 29,700 thousand euros in maintenance and repairs of the network. 2,400 thousand euros on improvements in environment. Winter and general highway service, breakdown service, emergency assistance, special transport, service areas,Teléfono Azul, www.autopistas.com, Ona Pista, Infopista,electronic information panels. 2 Acesa 20 Highway network 21 Traffic 26 Investments 28 Repairs and maintenance 29 Services 31 Human resources 32 Other events 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 C-31/C-32 (A-19) Montgat-Mataró C-32 (A-19) Mataró-Palafolls C-33 (A-17) Barcelona-Montmeló BARCELONA-LA JONQUERA A-7 A-7 A-7 A-7 A-7 A-7 A-7 A-2 A-7 A-7 A-7 A-7 A-7 A-7 A-7 A-2 A-2 Montmeló-Granollers Granollers-Cardedeu Cardedeu-Maçanet Maçanet-North Girona North Girona-South Figueres South Figueres-la Jonquera La Jonquera-le Perthus BARCELONA-TARRAGONA Molins de Rei-el Papiol El Papiol-Martorell Martorell-North Vilafranca North Vilafranca-South Vilafranca South Vilafranca-el Vendrell El Vendrell-Tarragona Tarragona-Salou MONTMELÓ-EL PAPIOL ZARAGOZA-MEDITERRANEAN Mediterranean-Soses Soses-Alfajarín TOTAL HIGHWAY NETWORK 49.0 13.6 35.4 150.0 14.1 3.0 8.1 40.3 29.5 26.1 22.1 6.8 100.4 3.7 9.6 21.9 5.5 21.3 26.9 11.5 26.6 215.5 106.3 109.2 541.5 July June 1969 1994 November 1969 November 1969 January 1970 June June 1970 1971 December 1974 June June 1975 1976 January January 1972 1972 December 1972 March July June August 1973 1973 1974 1974 July 1977 July April 1976 1977 20 Annual report 2.2. Traffic T r a f f i c Traffic on the Acesa highway network in 2001 reached an ADT of 35,842, a 4.8% increase on the year 2000. These figures are especially satisfactory when taking into account factors such as the increase recorded in ADT of 2000 – in the months from June to October- when heavy vehicles where given free passage on the A-2 highway due to the collapse of the Esparreguera bridge, or the snowfalls recorded in mid December 2001. Across the different highways in the network, Montmeló-el Papiol has shown the greatest increase over 2000 (7.5%) and Zaragoza- Mediterranean (2.3%) the least, precisely due to the effect of the free passage related to Esparreguera in 2000, as mentioned above. The other highways have recorded traffic increases around 5.0%. The vitality of traffic is especially due to light vehicles, which increased 5.6% over 2000, whereas the flow of heavy vehicles recorded a much lower increase of 1.2%. In this context, it should be noted that heavy vehicle traffic on the Zaragoza-Mediterranean highway fell 9.7% compared to 2000, due to the free passage linked to Esparreguera in 2000, and the increase on the Barcelona-Tarragona highway was just 1.3%. In contrast, the Montmeló-el Papiol highway recorded the greatest 2001/2000 increase in heavy vehicles: up 7.4%, due largely to the free passage on the highway and the movement of commuter traffic from side roads to the highway. A v e r a g e d a i l y t r a f f i c ( A D T ) Total % inc. 01/00 4.7 5.2 4.8 7.5 2.3 4.8 Ligh vehicles Heavy vehicles % inc. 01/00 4.7 5.7 5.6 7.5 5.1 5.6 ADT 1,971 7,943 10,507 25,651 2,567 6,610 % inc. 01/00 3.4 3.2 1.3 7.4 -9.7 1.2 ADT 44,854 32,337 43,213 64,567 12,638 29,232 ADT 46,826 40,280 53,720 90,218 15,205 35,842 Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean Total concession Analysing the evolution of the 2001/2000 increases month by month, the following points can be highlighted: • The months of greatest increase compared to 2000 were: October (influenced by the transportation sector strike in 2000 and the long weekend of the Pilar festival in 2001), November (thanks, partly, to the long weekend of 1 November 2001), January (although part of this increase is due to a residual component of the free passage under Royal Decree 101/2000) and April. • In contrast, the months with the least increase were: December (with the lowest growth of the year, due primarily to the mid-month snow- falls), July and September (these two months, due to the effect of free passage for Esparreguera in the period June-October 2000). • The accumulated ADT growth curve shows a progressive evolution from 9.2% growth in January to 4.8% in the month of December. However, following this decline (which is due to the effects of the different free passages and other specific circumstances mentioned above), underlying traffic growth stabalised at levels in line with its real vitality. Annual report 21 E v o l u t i o n % I n c r e a s e t o t a l A D T 2 0 0 1 / 2 0 0 0 % 10.0_ 9.0_ 8.0_ 7.0_ 6.0_ 5.0_ 4.0_ 3.0_ 2.0_ 1.0_ 0_ |Jan. |Feb. |Mar. |Apr. |May |Jun. |Jul. |Aug. |Sep. |Oct. |Nov. |Dec. % Monthly increase % Accumulated increase The annual ADT figures for 2001 on the different highways of the network range between 90,218 vehicles/day on Montmeló-el Papiol and 15,205 on Zaragoza-Mediterranean. The other highways are in between: Barcelona-Tarragona with an ADT of 53,720, Montgat-Palafolls with an ADT of 46,826 and Barcelona-la Jonquera with an ADT of 40,280. The relative importance of each highway within the network, with respect to the ADT level, is in line with the year 2000. A v e r a g e m o n t h l y t r a f f i c ( t h e o r e t i c a l v e h i c l e s p e r d a y ) Montgat Barcelona Barcelona Montmeló Zaragoza Total Palafolls la Jonquera Tarragona el Papiol Mediterranean concession 38,619 41,416 44,719 47,509 46,702 52,943 58,733 53,570 47,761 45,346 42,908 41,282 30,901 33,017 35,195 42,073 38,152 43,381 55,160 56,612 42,282 38,030 34,883 33,020 41,672 45,681 48,805 58,411 49,910 56,201 68,150 75,756 57,032 50,952 46,487 44,917 79,168 84,915 90,736 92,024 93,035 97,422 104,726 91,628 92,041 88,999 87,957 79,729 10,679 11,221 12,131 18,253 12,645 15,076 19,666 24,836 17,239 14,503 12,646 13,263 27,923 30,003 32,133 38,571 33,654 38,017 46,205 48,963 37,994 34,232 31,522 30,408 46,826 40,280 53,720 90,218 15,205 35,842 2001 January Februay March April May June July August September October November December Annual 22 Annual report As far as traffic seasonality on each highway is concerned, two groups can be identified: • The highways whose maximum ADT during the year is recorded by long-distance seasonal traffic, concentrated in the months of August and April (summer and Easter vacations, respectively). This is the case of Barcelona-la Jonquera (with the maximum ADT in August at 56,612 vehicles/day), Barcelona-Tarragona (maximum ADT for the year of 75,756, also in August) and Zaragoza-Mediterranean (with a max- imum ADT for the year of 24,836, in August). • The highways where the effect of seasonal or long-distance traffic is limited, and consequently the peaks and troughs through the year are less marked, or less frequent: Montgat-Palafolls (urban highway, with numerous accesses to outlying towns, and a particularly constant traffic flow curve compared to other highways on the network; its maximum annual ADT is 58,733, in July) and Montmeló-el Papiol (its max- imum annual ADT is 104,726 vehicles/day; this highway serves commuter traffic in el Vallès, with considerable movement of vehicles gen- erated by those opting to use the free stretch of the highway). The evolution of ADT’s over the whole concession reflects both models, with two peaks in April and August for seasonal traffic, and the month of July, which is the peak for the highways with the heaviest commuting component. E v o l u t i o n o f 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 ) 110.000_ 100.000_ 90.000_ 80.000_ 70.000_ 60.000_ 50.000_ 40.000_ 30.000_ 20.000_ 10.000_ 0_ |Jan. |Feb. |Mar. |Apr. |May |Jun. |Jul. |Aug. |Sep. |Oct. |Nov. |Dec. Montgat - Palafolls Barcelona - la Jonquera Barcelona - Tarragona Montmeló - el Papiol Zaragoza - Mediterranean Total concession Apart from the ADT and seasonality, another concept to consider is the distance travelled. In the year 2001 this figure has exceeded 7,000 million kilometres. More than 2,200 million correspond to the Barcelona-la Jonquera highway, and nearly 2,000 to Barcelona-Tarragona. Both highways carry all this traffic because they meet the dual condition of being the axis of long-distance mobility (regional and interna- tional) and commuter traffic around the cities of Girona, Granollers, Martorell, el Vendrell or Tarragona, in addition to the industrial zones of Tarragona and el Vallès. Annual report 23 D i s t a n c e t r a v e l l e d ( m i l l i o n s ) 1997 1998 1999 2000 2001 Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean 624 1,667 1,673 570 898 683 1,771 1,751 615 974 751 1,973 1,725 683 1,050 802 2,102 1,884 818 1,173 837 2,206 1,968 877 1,196 Total concession 5,433 5,794 6,180 6,779 7,084 Examining the average distance travelled on each highway, Montgat-Palafolls and Montmeló-el Papiol, being the shortest highways and primarily serving short haul commuter traffic associated to urban settlements and/or industrial zones, record 11.8 and 12.3 kilometres as the average distance, respectively. In contrast, Zaragoza-Mediterranean has an average distance travelled of 109.8 kilometres, which is ten times greater, being the longest highway and that which has a greater component of long-haul traffic. The Barcelona-la Jonquera and Barcelona-Tarragona highways are between these two extremes. A v e r a g e 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 ) 1997 1998 1999 2000 2001 Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean 11.8 37.5 29.0 10.1 116.5 11.7 37.0 28.0 10.0 114.1 11.7 36.0 30.1 10.1 112.5 11.8 34.6 29.0 11.9 112.7 11.8 34.4 28.1 12.3 109.8 Total concession 24.7 24.2 24.4 24.8 24.7 T r i p s ( * ) 1997 1998 1999 2000 2001 Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean 53,101,432 44,415,808 57,641,606 56,684,513 7,710,632 58,568,979 47,863,886 62,453,777 61,822,131 8,534,143 64,069,778 54,808,079 57,373,733 67,271,160 9,334,311 68,071,976 60,832,071 65,012,508 68,550,853 10,402,712 70,698,022 64,112,787 69,966,081 71,364,357 10,892,354 Total concession 219,553,991 239,242,916 252,857,061 272,870,120 287,033,601 (*) Number of vehicles using each highway. Finally, considering the traffic results in the context of recent years, and interpreting the historical curve for traffic evolution on the Montmeló- el Papiol highway, it should be noted that the sharp increase in the year 2000 has not been maintained in 2001, due to the greater stabili- sation of the free passage in Royal Decree 101/2000, and the return to normal levels of traffic growth. For the same reason there is a clear change in slope of the curve for Barcelona-Tarragona, although less pronounced. On the other highways the trend of recent years has remained constant. 24 Annual report In conclusion, the balance for the year has been clearly positive, and the stabilisation of traffic with free passage (Royal Decree 101/2000) has not masked the real vitality of traffic. E v o l u t i o n o f t r a f f i c ( A D T ) Montgat Palafolls Barcelona la Jonquera Barcelona Tarragona Montmeló Zaragoza Total el Papiol Mediterranean concession 15,334 15,486 16,080 16,007 16,504 17,914 19,980 23,635 26,541 31,234 31,759 32,934 34,586 36,103 31,111 29,902 32,079 34,921 38,185 41,973 44,744 46,826 15,626 15,557 15,948 15,932 16,478 17,099 18,892 21,282 23,671 26,296 26,659 27,801 28,487 28,124 28,554 28,509 28,399 30,431 32,337 36,023 38,282 40,280 24,565 23,575 23,608 23,166 23,597 24,857 27,154 30,793 34,963 39,624 40,617 42,080 41,379 40,152 41,123 43,270 43,530 45,677 47,799 47,089 51,278 53,720 19,954 19,463 22,200 22,865 23,491 24,301 27,404 31,558 42,998 51,004 52,262 54,489 49,997 45,884 46,959 48,724 52,452 58,635 63,290 70,219 83,935 90,218 7,053 6,901 6,761 6,607 6,489 6,659 7,181 8,119 9,387 11,423 12,128 12,327 12,174 11,425 10,958 11,309 11,028 11,423 12,377 13,350 14,870 15,205 13,987 13,687 13,914 13,790 14,036 14,629 16,063 18,221 20,984 24,083 24,767 25,631 25,450 24,618 24,826 25,521 25,807 27,486 29,312 31,272 34,205 35,842 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 E v o l u t i o n o f t r a f f i c ( A D T ) 100,000_ 90,000_ 80,000_ 70,000_ 60,000_ 50,000_ 40,000_ 30,000_ 20,000_ 10,000_ 0_ |80 |81 |82 |83 |84 |85 |86 |87 |88 |89 |90 |91 |92 |93 |94 |95 |96 |97 |98 |99 |00 |01 Montgat - Palafolls Barcelona - la Jonquera Barcelona - Tarragona Montmeló - el Papiol Zaragoza - Mediterranean Total concession Annual report 25 2.3. Investments In the year 2001 26,646 thousand euros was invested in highway construction. The major part of this investment was the canalisation and installation of fibre optic cable and communications (almost 12 million euros), followed by the renovation of the tollgates, involving both the control buildings and warehouses, as well as the installation of new machinery and adaptation to the Starix management system (more than 6 million euros). Improvements to signage (more than 3 million euros), the safety barriers and the protective systems for other structural works (another 3 million euros) can also be highlighted. The arrival of the euro has had an influence in many of the investments made: the vertical signage, the software in the Starix management system, the tollgate machinery, etc have required changes for the introduction of the new currency. H i g h w a y n e t w o r k This section focuses on the most significant investments related to the highway service, such as signage, safety barriers and protective sys- tems. A note on environmental work undertaken is also included. 3,035 thousand euros were invested in signage, basically vertical signage, 1,332 thousand euros on improvements and new installations between Cardedeu and Maçanet, with adaptation to the new norms, including all the new signs for toll prices to meet requirements for the euro. In vertical signage, electronic information panels have been installed, with the addition in 2001 of 25 panels at highway on and off ramps, and 7 along the highway network, the majority on the A-7 and A-2 highways (the rest on the C-32 (A-19)). In total an investment of 1,457 thousand euros was made. With respect to road markings, a sound band has been installed on the Montmeló-Hostalric and Molins de Rei-Vilafranca stretches, repre- senting an investment of 246 thousand euros. The areas protected with security barriers and railings have continued to be increased, and additionally adaptations to the new regulations have been undertaken, with a total investment of 2,247 thousand euros. A metallic barrier has been installed along a 5 kilometre stretch between Montgat and Mataró (C-31 and C-32), 10.2 kilometres of metallic barriers and 3.9 kilometres of concrete barriers (New Jersey) between Molins de Rei and Martorell (A-2 and A-7), 10.4 kilometres of metallic barriers and 5.3 kilometres of concrete barriers between Granollers and Maçanet (A-7), amongst others. A further 850 thousand euros was invested in improvements of the protective systems (con- crete barriers) on various structural works. The investment of 1,320 thousand euros on the construction of the new off-ramp at Vilafranca Centre can also be highlighted, opened to traffic on 15 January 2002. This work represents an improvement by avoiding a left hand turn which clients heading to Sitges and Vilanova i la Geltrú previously had to make. Finally, in the area of environmental improvements, the placement of vegetation screens at various points of the Montgat-Mataró, Barcelona- Maçanet and Molins de Rei-Vilafranca stretches is noted, representing an investment of 234 thousand euros. 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 The year 2001 has seen continued improvements in the company’s internal communications network, with an investment of nearly 135 thousand euros. Additionally, the complete canalisation of the A-2 highway has been undertaken to lay fibre optic cable, along with the launch of the first cable, corresponding to Acesa, ready for service in 2002. An amount of 11.7 thousand euros was destined to this work. Some 651 thousand euros was destined to construction, including other studies, project preparation and contracting of the new teletoll sys- tem (Teletac-II). The investment includes a pilot project for the detection and recognition of number plates which will be developed during 2002. 26 Annual report T o l l g a t e s y s t e m s The need to adapt the tollgate plazas to current traffic levels and the continued increase in mobility has led to the undertaking of changes in the configuration, which this year has affected the number of lanes and their corresponding machinery, as well as the control buildings and the maintenance associated with the plazas and the tollgate systems (Starix project). An amount of 3,044 thousand euros was invested in remodelling and extending the toll plazas, increasing the number of lanes at Cardedeu, la Jonquera access, South Girona and Montblanc. In parallel, 1,366 thousand euros was invested in the installation of machinery for these new lanes, as well as in the equipment of existing lanes (Mollet, Mediterranean, La Roca) and in upgrading the ten dedicated dynamic lanes. With respect to the equipment and installations at the toll plazas, reforms and/or extensions were made to the toll control buildings at La Jonquera (access and highway), North Girona, South Girona, Cassà, Sant Celoni, Cardedeu, Martorell (access and highway), el Vendrell, Tarragona (access and highway), Reus, Montblanc and Lleida. In addition, the first phase of the project to expand the maintenance build- ing at Granollers has been completed, with changing rooms, warehousing and workshops. The corresponding investment was 75 thousand euros. The Starix toll management system, already implemented, required an additional investment of 945 thousand euros in 2001, which involved amongst other items the partial renovation of toll system equipment, changing 625 PCs and the adaptation of the whole system to the euro, with a general modification of the toll rate indicators and the corresponding software. Annual report 27 2.4. Repairs and maintenance Expenses on repairs and maintenance rose in 2001 to more than 29,700 thousand euros, of which some 28,540 thousand corresponded to specific repairs and maintenance work, and the balance to supplies, circulation, security and other expenses. Details of expenses on highway infrastructure repairs, gardening and vegetation are provided below. H i g h w a y i n f r a s t r u c t u r e r e p a i r s The pavement is a key element in ensuring driving quality and safety, which, although designed to support great load factors, is subject to continuous wear and tear. Consequently, its maintenance is a major element in the expenses on highway infrastructure repairs. The GSF program (Systematic Pavement Management), according to the results obtained in the systematic auscultation of the pavement and the measurement of traffic, has required the investment of 8,500 thousand euros on the A-7 (Altafulla-Tarragona stretch, in both direc- tions) and A-2 (between Les Borges Blanques and Castelldans, in both directions, and between kilometres 80 and 61, direction Zaragoza). In the area of maintenance expenses, more than 1,435 thousand euros were destined to maintenance and repairs of structural works, mak- ing river beds impermeable, etc. In addition, more than 177 thousand euros was spent on the maintenance of road markings and traffic cones, 387 thousand euros on vertical signage, over and above the 99 thousand euros spent on the maintenance of safety barriers. G a r d e n i n g a n d v e g e t a t i o n More than 2,170 thousand euros was destined to gardening and conservation of the surrounding vegetation. Of this amount, some 1,600 thousand was spent on cutting, fertilising, watering and pruning along the medians and highway interchanges, and 480 thousand euros on scrub clearance and slope trimming in protected areas and safety zones, in accordance with current norms to prevent fire risks. 28 Annual report 2.5. Services The year 2001 is characterised for the expansion of the Highway Service, the establishment of Ona Pista and the consolidation of the Teléfono Azul service. These services, together with existing services, have enabled an improvement in the attention and information that the company provides its clients. W i n t e r t r a f f i c During the 2000/2001 winter campaign, from November to March, winter traffic operations were carried out over a total extension of 2,334 kilometres, with 97% of the activity concentrated on the A-7 North (Barcelona-la Jonquera) and the A-2 (Zaragoza-Mediterranean). The Operations Centre is connected with a Network of Automatic Meteorology Stations for temperature and weather forecasts, which are located in the Arenys de Mar and Santa Susanna zones on the C-32 (A-19) and in Bujaraloz on the A-2. It also has access to other sources of information, such as the meteorological service of Televisió de Catalunya S.A., specially designed to meet Acesa’s needs, and the Catalonia Emergency Centre (CECAT). H i g h w a y s e r v i c e This service, which is provided in collaboration with the RACC (Royal Automobile Club of Catalonia), aims to ensure greater safety for clients, through regular and continuous patrols along the highway to detect and prevent any incidents, and obtain specific information on the state of the highways, providing assistance in the case of accidents. In February 2001 the service was expanded through the incorporation of teams with the required materials and employees to carry out sign- age on the highways. The Highway Service teams have travelled a total of 2,170,000 kilometres and performed more than 15,000 acts. B r e a k d o w n s e r v i c e s During the year the Operations Centre co-ordinated and managed 42,139 breakdowns. It should be noted that there is a strong seasonal component to this type of service, as the breakdowns managed during the months of July and August represented 27.5% of the total. 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 in the provision of emergency assistance on the highway was maintained during the year, with the cen- tralisation of calls to its emergency centre, and the provision of emergency assistance to clients on the highways at the 5 points installed in the service areas of l’Empordà, la Selva and Penedès on the A-7 and Lleida and Pina on the A-2, during weekends and days of peak tra- vel. During the summer months special attention is given to North African clients through the services of an Arabic translator. In 2001 a total of 1,850 people were attended, with the assistance point in the service area of la Selva receiving the greatest number of people. S p e c i a l t r a n s p o r t The Operations Centre managed a total of 570 authorisations for the transit of special loads across the highway network. The number of authorisations in 2001 increased by 110% over the previous year. This notable increase is due to the high number of Barcelona- la Jonquera journeys undertaken by specific companies during the months of February and March. S e r v i c e a n d r e s t a r e a s The network has 20 service areas; these are comprised of 40 petrol stations for refuelling, 36 bars or restaurants, 30 shops and 2 hotels. The geographical location of the areas ensures that rests can be adequately programmed, as well as the supply of fuel and other services. There are also rest areas located across the network which provide for emergency stops. Annual report 29 I n f o r m a t i o n Teléfono Azul After being in operation for more than a year, the Teléfono Azul -(24 hour information service)- has consolidated its position and aim of bring- ing Acesa closer to its clients, responding to and managing emergency call outs, advising drivers of days and hours of peak traffic, and handling complaints, suggestions and questions on the network. Acesa’s Operations Centre updates information about traffic on the highway network. This update in real-time enables the telephone oper- ators to provide the user with the latest traffic information, allowing better planning of travel. Using the number 902.20.03.30 clients can connect 24 hours a day, 365 days a year, with a broad telephone information service. In its first year of operations, the Teléfono Azul has been consolidated with an average of 4,000 calls monthly. The evolution during the year has been stable, with a slight increase, especially in the months with the highest traffic volume. Autopistas.com Autopistas.com is Acesa’s information portal which is online since May 2001. It provides corporate information on the company and the Acesa Group companies; traffic conditions and previsions; toll rates; recommended tourist routes; a section with financial information for shareholders, analysts and investors, and company news in general. Ona Pista Ona Pista is Acesa’s radio service, provided through an agreement with a commercial radio station, which highway clients can tune into on the advertised frequencies across the network. The transmitter for this service is located in the company’s Operations Centre and it emits information related to both the Acesa highway network and the Catalan road network, based on information from the Servei Català de Trànsit, the Guàrdia Urbana de Barcelona (Barcelona Police Service), the RACC (Royal Automobile Club of Catalonia) and other entities involved with transport and circulation. This service commenced in June 2001 Infopista The tourist information point, Infopista, located in the Montseny service area, direction Barcelona on the A-7 highway, was inaugurated in July 2001. It offers tourist information for the country in general, but especially on the province and city of Barcelona. Given the success of this first pilot project, negotiations are underway with authorities responsible for tourist information in the provinces covered by the highway network to strengthen this service from summer 2002, with similar points in Lleida and Tarragona. Similarly, in 2002 the tourist information point in La Jonquera will be boosted. Electronic information panels The Electronic information panels located on the highway are the most direct method of providing information on route and have achieved broad recognition amongst clients. It is planned to progressively install them at new points. Currently there are more than 90 panels located along the highway and at on and off ramps. They provide information to the client on the state of the highway, the location of accidents and the telephone for public information. Information campaigns Information campaigns have been undertaken in support of all the services offered through distinct media. Taking advantage of the syner- gies generated by the highway and responding to the information requirements of clients, more than 2 million brochures have been printed and distributed manually or through the 551 dispensers located across the highway network. Amongst the actions taken were the announcement of the launch of the radio service Ona Pista, information about the Teléfono Azul, infor- mation on traffic restrictions for trucks at Easter and, at the end of the year, on the changes in the payment system with the introduction of the euro. Advertisements have been placed in distinct media, emphasising those campaigns of greatest interest for clients during the days before Easter and, also at the end of the year to inform clients of the changes required with the introduction of the euro. 30 Annual report 2.6. Human resources One of the company’s responsibilities is to promote training and knowledge building amongst its employees so that they can do their work more effectively, generating value for themselves and the company. In 2001 the training proposals from the previous year were maintained. In all 2,400 hours of training was provided, affecting 90% of staff, with 143 courses, including 41 over the introduction of the euro for those groups especially affected (highway personnel and administration) and 7 on communication to managers of general maintenance and toll plazas, to encourage awareness and improve skills and techniques for dialogue in their areas of work. Four issues of the magazine La autopista and La autopista comunicación were published and distributed internally and Autopistas informa was created as a support mechanism to communicate relevant matters to employees working on the highway. La autopista, ultima hora continued informing on matters affecting the companies in the Acesa Group. In addition, in an effort to strengthen social relations, a draw- ing contest was held for the children of employees and sports activities were continued. The prevention of work accidents is a matter that the company takes very seriously, creating the multi-centre Health and Safety Committee to oversee each of the work areas. An audit on the Prevention of work risks has been undertaken as a means of improving the system of prevention as well as to detect any deficiencies. Additionally, standards of hygiene and environmental control have been established, ergonomic improvements made in the workplace and safety signs installed in all toll plazas on the highway. Emergency plans for head office and highway buildings have also been developed, with training courses designed and programmed so that the plans are known and can be put into practice if required. A plan to progressively modernise the infrastructures for internal use has been designed, based on which the toll plaza and service tunnel buildings will be remodelled. In compliance with current legislation (Royal Decree 27/2000, of 14 January, which established alternative measures of an exceptional nature to meet the reserve quota of 2% for disabled workers in companies of 50 or more employees), the company has adopted the per- tinent alternative measures. In brief, the company destined a significant part of its resources not only to reward the services of its employees but also to improve their positions, their safety and their training. Annual report 31 2.7. Other events The company has undertaken a range of activities to maintain and develop its links with various interested parties in its social environment. With regard to the restoration of cultural heritage and application of the 1% cultural levy, which allows this percentage to be destined to investments in new works to protect cultural objects in the area, agreements were signed with the Gelida City Council and the Montserrat Abbey Foundation. Through the first agreement, the company financed the archaeological works prior to restoration work on the town’s castle. In the second agreement, the museum stairway in the new building for choir scholars was financed. Beyond this legal ordinance, and in an effort to promote improvements in heritage, the company was involved in the consolidation of the cloister of the Virgin de la Peña Basilica in Huesca and, for another year, in application of the agreement signed with the Tarragona City Council, the maintenance and secur- ity of the Roman quarry at Mèdol. Similarly, contributions to the Gran Teatre del Liceu Foundation and Orfeó Català Palau de la Música were maintained. The conclusion of works on the Castellet castle in October deserves special mention, financed independently of the 1% cultural levy. The restoration project for the castle was conceived with the idea of finding a sustainable solution to heritage conservation. The consolidation and safeguarding of Castellet has been achieved through the architectural harmonisation of the castle with a new use that ensures its vi- ability. The castle has become a centre to promote ideas and projects on the socio-economic development of the territory based on large infrastructures, objective of the Castellet del Foix Foundation, which has its headquarters at the castle. Its design embraces two main struc- tures, the History building and the Knowledge building, which can function autonomously or together, facilitating their maintenance and modular management. Once again different collaborative sponsorships were undertaken, not only facilitating highway passage to all the humanitarian caravan requests, but also proactively making financial contributions to different organisations and foundations with a social mission: Red Cross, TV3 Marathon Foundation, Fight against AIDS foundation, Multiple Sclerosis Foundation, Femarec Foundation, amongst others. Some of these, such as the Red Cross, directly promote the security of clients through the assistance points in the service areas, whose service increases during the “strait crossing” operation in support of citizens in transit to or from Northern Africa. In the search for opportunities or actions that generate benefits both for the company and the civilian society, the company collaborated in distinct promotional projects in the area, with the Tourist offices in Lleida and Girona, publishing various information brochures and speci- ally developing the Infopistas project, detailed above. The company placed special emphasis on its collaboration with the Second Congress of Municipals of Catalonia. This event took place between the months of June and October in distinct municipals of Catalonia and was promoted by the Catalan Federation of Municipals and Catalan Association of Municipals. Its objective was to open a debate on the modernisation of local authorities, the influence and assim- ilation of new technologies and the consolidation of the strong cohesion in the country. An agreement was signed to cede the digitalised cartography of the company to Localret. Additionally, a study on “Movilidad obligada y red viaria” (Compulsory mobility and the highway network), carried out by the Centre of Demographic Studies of the Universidad Autónoma de Barcelona was financed. Support given to the Catalan Government absorbed an important part of the budget dedicated to relationships with commercial partners and interested parties. Specifically collaboration with the President’s Department in the program Catalunya Hoy, which promotes distinct activities so that Catalonia is known in the rest of Spain. The main event of this program was the exhibition, “Catalunya, Tierra de Acogida” (Catalonia, Welcoming Land) inaugurated by the King and Queen of Spain in Madrid, in the month of May. The company also collaborat- ed with the Department of Land and Public Works financing the printing of 500 thousand maps with the recoded highways, which was then distributed to clients of the highway network. The Chairman of the Board played a significant role through his participation in distinct forums in the transport infrastructure sector. His speech on the need for a unified pan-European model for toll highways was presented in the Asecap Sessions, held in Strasbourg and the Universdad Internacional Menéndez y Pelayo. This speech was also published in French and English for distribution in the world IBTTA ses- sions, held in Boston. Finally, the company was involved in sponsoring various events and conferences directly related with its activities and with the activities of some of its subsidiaries, such as the Logistics Trade Fair or the session on the Independence of Information and New Technologies. C a s t i l l e t c a s t l e , h e a d q u a r t e r s o f t h e F o u n d a t i o n Acesa already has established a reputation for pioneering activities in the restoration of heritage, such as the purchase and subsequent preparation of the Roman quarry of Mèdol to be visited, adjoining the A-7 highway, the creation of a museum of open air sculptures on the A-7 or the ceramic murals on the A-2. In this way it gave continuity to its participation in efforts to favour artistic heritage, through the ded- ication of the 1% cultural levy. Furthermore, from very early on it demonstrated a desire to break from the general tendency to dedicate the 1% cultural levy to the main cultural centres and principal national museums, seeking to direct its cultural investment towards its immedi- ate operating area, from which the 1% levy was derived. The intention was to create a much closer relationship with the surrounding area, conscious that the highway is a cultural path. Acting in co-ordination with the Cultural Department of the Catalan Government and the 32 Annual report General Management of Arts in the Ministry of Culture, the company began a series of activities aimed at the preservation, consolidation and promotion of historical-cultural heritage, which were found within the vicinity of the C-32 (A-19), A-7 and A-2 highways. After 10 years managing the 1% cultural levy, from archaeological digs to the restoration and recuperation of a small industrial building from last century, one of the practices has been to involve the local bodies or other similar institutions to guarantee the future survival of the activ- ity. In addition the company has managed to target more peripheral projects, that is, those heritage projects that normally do not have access to subsidies because they are located in areas which are not easily reached. Thus, in addition to involvement in prestigious sites such as the Poblet Monastery or the Palau de la Musica Catalana, the company has also restored a small industrial XIX century building, “la térmica“, in Sant Celoni, which is today the municipal archive, or excavations of what was thought to be a Roman watch tower and was discovered to be a country villa: la Villa del Morer, in Sant Pol de Mar. Beyond the 1% cultural levy, the acquisition of the castle in Castellet represents a high point in this line of activity. Looking towards the new century, Acesa has opened a new chapter, dedicating the monument to be the headquarters of its foundation, the Castellet del Foix Foundation. In this way, saving the castle and dedicating it to a new role, which will guarantee its survival for future generations, the comp- any has endeavoured to commence the century following a line of support to safeguard heritage. 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 greatest part of the Acesa’s contribution towards patronage of the arts was absorbed by the Foundation. During 2001 it consolidated its activities, situating itself as a central element in the relationship with all interested parties of the company. The objectives of the Foundation are centred in the promotion of studies on the repercussions of major infrastructures in the territory, with respect to demogra- phy, environment and the economy. The Foundation is also concerned with the sustainability of architectural heritage, given its location in a building of national cultural interest, the castle of Castellet. Furthermore, in an effort to dedicate the majority of its resources to the foun- dation’s objectives and ensure that the studies gain the widest possible distribution, full information is included in the corporate web site. The studies commenced in 2000 were completed through the course of 2001 in line with the agreed dates. Thus, in the area of the envi- ronment, “The efficacy of ecological connectors” directed by Doctor Rosell of the Universidad de Barcelona enable guidelines to be estab- lished on the location of fauna controls when projecting a communication route. Research on the Foix dam, which was built in the 1920´s and above which the castle of Castillet is located, was completed by Professor Pomés of the Universidad Autónoma de Barcelona. Furthermore, two other research projects under way were also monitored, due to be completed in 2002: “The quality of air in the roads”, directed by Doctor Llebot, of the Centre of Atmospheric Studies at the Universidad Autónoma de Barcelona, and “The rural world in the 20th century: A compromise between rural culture, communication infrastructures, new technologies and local initiative”. On the theme of demography, three studies arranged through the Centre of Demographic Studies of the Universidad Autónoma de Barcelona were concluded: “Settlement: Habitats, housing and places”, by Professor Mòdenes, “Population, mobility and migrations in Catalonia”, by Doctor Pascual, and “Mobility in Catalonia related to the highway network”, by Professor Ajenjo. During 2002 the study on “Population forecasts in Catalonia and their territorial applications” directed by Professor Amand Blanes will be completed. In April research was concluded on the logistics of electronic commerce, research conducted by Doctor Sabrìa of IESE, within the disci- pline of economics with findings presented at a conference in Barcelona. This work was awarded first prize by the Centre of Logistics Research. Another study related to Highway Anthropology. This new scientific discipline studies the world of highways from distinct perspectives with the aim of improving highway safety. The research findings were presented in the castle of Castellet in November, during working sessions which involved leading figures from a number of areas. The study was carried out by a pluri-disciplinary team directed by the anthropolo- gist Doctor Olives of the Universidad Internacional de Catalunya. The castle of Castellet opened its doors to the scientific community for the Sessions on Sustainable Heritage Management. Organised by the Foundation and coordinated by Doctor Rodà of the UAB, participants included the Director General of Fine Arts and Museums of the Ministry of Culture, the Director General of Cultural Heritage of the Catalan Government’s Department of Culture and the Director General of Culture of Italy, as well as representatives of heritage protection in France, UNESCO and Iccrom. The sessions concluded with the read- ing of the “Declaration of Castellet on sustainable heritage” which encourages all parties involved in heritage restoration and preservation to seek imaginative solutions and alternatives to preserve the huge legacy which we have received from our ancestors. The Foundation has organised various visits, the first being for the neighbours of Castellet, followed by employees of the company during a week of open doors, and finally, through work meetings of the employer’s association of Acesa, and during 2002 companies of the Group. All the activities which take place in the castle are supported by the Management Plan. This document, which outlines the necessary processes to correctly use the installation, contemplates the constant presence of a security guard to protect the premises, attendance to maintenance, day to day activities, budgets, and services required in the event of extraordinary activities. Annual report 33 Leading group specialised in the management of infrastuctures for mobility and communications. Highways:Acesa, Aucat, Autema, Túnel del Cadí, Accesos de Madrid, Autopista Central Gallega, Iberpistas, Isgasa,Autostrade, GCO, Auto-Estradas do Atlântico. Car Parks: Saba, Fiparc, Spasa, Satsa, Saba Italia, Rabat Parking, Spel. Logistics: Acesa Promotora Logística, Centro Intermodal de Logística, Parc Logístic de la Zona Franca, Areamed 2000. Telecommunications: Acesa Telecom, Tradia. Group 3 Acesa 36 Introduction 37 Highways 43 Car Parks 45 Logistics services 47 Telecommunications 3.1. Introduction During 2001 the Acesa Group has continued to grow with the objective of becoming the leading group specialised in the management of infrastructures related to mobility and communications, both nationally and internationally. If in recent years the Group has internationalised its activity in the sectors of toll highways and car parks (entering countries such as Portugal, Italy and Argentina), during 2001 there has been a clear boost to the traditional activity (domestic concession business). Acesa has acquired significant shareholdings in other concessions in the country, namely Iberpistas, Aucat, Túnel del Cadí and Autema. These operations rep- resent an extension of the average life of the portfolio of concessions held by the Group and provide a higher capacity for resource gener- ation. The accumulated investment in subsidiary and associated companies is as follows: T o t a l i n v e s t m e n t i n s u b s i d i a r i e s a n d a s s o c i a t e d c o m p a n i e s ( t h o u s a n d s o f e u r o s ) 350,000_ 300,000_ 250,000_ 200,000_ 150,000_ 100,000_ 50,000_ 0_ |Autostrade |Aucat |GCO |Tradia |Saba |Iberpistas|Xfera |Túnel |Autema |Accesos |Cilsa |Parc |Port |Acesa P. |A. E. (3.85%) (77.73%) (48.6%) (94.99%) (55.84%) (8.07%) (5.69%) Cadí (10.05%) Madrid (35.39%) (11.67%) C. Gallega (9%) Up to 31.12.99 2000 2001 Distribution by sectors of capital investment in 2001 is shown as follows: 2 0 0 1 i n v e s t m e n t s b y s e c t o r (19.05%) Logístic Aventura Logistica Atlântico (6.34%) USPA Hoteles (5.92%) ZF (50%) (100 %) (10 %) 9.21 6.48 0.03 84.27 Highways Car Parks Logistics services Telecommunications infrastructures 36 Annual report 3.2. Highways S p a i n Aucat Shareholding Acesa Investment Equity Profit for the year Turnover 77.73% 101,950 100,736 16,420 56,343 ( t h o u s a n d s o f e u r o s ) Montblanc N-240 A-2 TARRAGONA El Vendrell Martorell BARCELONA Castelldefels Sitges Vilanova i la Geltrú A-7 N-340 C-32 A-16 C-246 Vilafranca del Penedès Cubelles Calafell Acesa’s shareholding in Aucat is 77.73% (through the 100% owned subsidiary Holdaucat), having reached an agreement with the Caixa Penedès (13.51%) and Caixa Tarragona (8.76%) to acquire the outstanding shareholdings to reach 100% ownership of the concessionary during 2002. The concession covers 58 kilometres divided into two stretches: the first from Castelldefels to Sitges and the second from Sitges to el Vendrell. The period of the concession is 50 years (1989-2039). The evolution of the traffic volume was especially positive in 2001, regis- tering one of the highest increases in the sector (11.64%), reaching an ADT of 23,207 vehicles. As a consequence of these significant increases in traffic, net toll incomes rose to 56,343 thousand euros, 14.68% more than 2000. Total operating costs included 4,468 thousand euros for personnel, 5,792 thousand euros for other operating expenses and 11,902 thousand euros for amortisation and charges to the reversion fund. Net profit rose to 16,420 thousand euros (an increase of 70.53%). Annual report 37 Accesos de Madrid Autopista Central Gallega Shareholding Acesa Investment Equity 11.7% 16,492 141,300 9% 2,572 28,550 ( t h o u s a n d s o f e u r o s ) A c c e s o s d e M a d r i d A u t o p i s t a C e n t r a l G a l l e g a M-40 N-VI M-100 N-I Pozuelo MADRID N-II Alcalá de Henares M-50 R-3 SANTIAGO DE COMPOSTELA A Estrada Lalin N-III Arganda del Rey Caldas de Reis N-IV a Ocaña ALTO DE SANTO DOMINGO M-45 Leganés M-50 Oeste N-V Fuenlabrada R-5 Navalcarnero Acesa holds 50% of the company Iberacesa in a joint venture with Iberpistas, which in turn is a shareholder in Accesos de Madrid (Madrid Access Highways) and Autopistas Central Gallega (Central Galician Highway), and in Isgasa. Accesos de Madrid holds the concession to construct, maintain and operate the R3 (Madrid-Arganda del Rey) and R-5 (Madrid-Navalcarnero), of 32.5 and 30.8 kilometres respective- ly. The concession is for a period of 50 years (1999-2049). Autopista Central Gallega holds the concession to construct, maintain and operate the Santiago de Compostela-Orense Highway (Santiago de Compostela-Alto de Santo Domingo stretch), which has 56.6 kilometres of toll highway. The concession period is 75 years (1999-2074). Both highways are in the process of being built as at 31 December 2001. The estimated investment required is 729,743 thousand and 264,950 thousand euros respectively. 38 Annual report Túnel del Cadí Shareholding Acesa Investment Equity Profit for the year Turnover A N D O R R A F R A N C E La Seu d’Urgell Puigcerdà 35.39% 24,935 110,335 1,941 14,707 ( t h o u s a n d s o f e u r o s ) Holds the concession to operate the Túnel del Cadí and its access roads, which runs till 2023 and extends for 29.7 kilometres. The main data for the year 2001 are the ADT of 5,660 vehicles, operating income that reached 16,146 thousand euros and net profit that rose from 1,230 to 1,941 thousand euros, an increase of Bellver de Cerdanya E-9 C-16 Bagà Autema Shareholding Acesa Investment Equity Profit for the year Turnover Manresa Sant Vicenç de Castellet E-9 C-16 Alp 57.80% over the previous year. 10.05% 20,099 82,875 8,245 19,395 ( t h o u s a n d s o f e u r o s ) Autema manages the toll highway from Sant Cugat to Manresa, whose concession ends in 2037 and extends for 48 kilometres. In 2001 the concessionary has reached an ADT of 13,773 vehicles, which represents an increase of 4.63% over the previous year. Toll income rose to 19,395 thousand euros, an increase of 13.48% over 2000. The profit for the year was 8,245 thousand euros. Annual report 39 Terrassa Sabadell Rubí Sant Cugat del Vallès Iberpistas Shareholding Acesa Investment Equity Profit for the year Turnover Adanero Sanchidrian Muñopedro 8.07% 47,320 273,765 33,520 130,381 ( t h o u s a n d s o f e u r o s ) Iberpistas is holder of the Villalba-Villacastín-Adanero toll highway, with a length of 69.9 kilometres. In 2001 the highway recorded an ADT of 25,842 vehicles, which represents an increase of 6.24% over the previous year. The Iberpistas group is made up of the following companies: • Autopista Vasco-Aragonesa, C.E.S.A. (Avasa) (50% shareholding) holder of the A-68 Bilbao-Zaragoza highway, with a length of 300 kilometres. Traffic on this highway rose by 10.53%, measured by its Villacastín ADT (which reached 11,742 vehicles). A-6 metres. San Rafael Additionally it has shareholdings in highways which are currently Guadarrama under construction: • Elqui (25% shareholding) commenced the operation of route 5 Los Vilos-La Serena, in Chile, in October 2000, with a length of 229 kilo- El Escorial Collado Villalba • Castellana de Autopistas (100%), holder of the Ávila-Segovia high- way. This company will become the holder of the parent company’s highway, the A-6 Villalba-Adanero, from January 2018. • Accesos de Madrid (11.67%) and Autopista Central Gallega (9%) through Iberacesa. The Iberpistas Group recorded total income for 2001 of 136,557 thousand euros and an attributable net profit of 33,520 thousand euros. I n t e r n a t i o n a l Argentina - GCO Shareholding Acesa Investment Equity Profit for the year Turnover 48.6% 140,589 130,853 17,985 88,808 ( t h o u s a n d s o f e u r o s ) The highway under concession links the cities of Buenos Aires and Luján, with a total length of 52 kilometres, being a 4 lane highway in both directions in the stretches of greatest traffic flow, passing to 3 lanes and 2 lanes on the stretches of lower traffic density. The concess- ion ends in 2018. 40 Annual report Acesa’s shareholding of 48.6% includes 57.6% of the voting rights in the company. 20% of the shares are held by a core shareholder, IJM Corporation Berjat (Malaysia), and 30% is listed on the stock exchange, 80% of which is held by stable institutional investors. In spite of the difficult economic situation that Argentina is experiencing, the traffic (in transaction volumes) reached 59.5 million vehicles in 2001, a figure that represents a slight decline of 3.09% over the previous year. In terms of the balance sheet, it is noted that all the debt of GCO is held in the financial market of Argentina, so it is covered by the Decreto de Pesificación (Decree to make Peso market currency) at an exchange rate of one dollar/one peso without any negative impact on equity. Acesa’s investment in the company is hedged through exchange rate operations arranged when the investment was made. Operating income was 90,929 thousand euros, which represents a decline of 0.03% compared to 2000, and net profits rose to 17,985 thousand euros. These results, together with the commencement of the process of renegotiating the terms of the concession, indicate that the future outlook for the business will not be significantly altered over the long period of the concession. Pilar Luján Morón San Isidro BUENOS AIRES Avellaneda Portugal - Auto-Estradas do Atlântico Shareholding Acesa Investment Equity Profit for the year Turnover Leiria Caldas da Rainha Santarém Loures 10% 5,487 51,515 -4,923 30,067 ( t h o u s a n d s o f e u r o s ) Auto-Estradas do Atlântico manages the highway concession of the west of Portugal for a peri- od of 30 years (1998-2028). The total extension in operation is 170 kilometres, with 4 kilomet- res still to be constructed. In 2001 construction of two new stretches was concluded and they were opened to circula- tion: between Caldas da Rainha and Marinha Grande Este (49 kilometres of the A-8 highway) and between Caldas da Rainha and Santarém (36 kilometres of the A-15 highway), requiring an investment of 420,708 thousand euros. During the year, with the two new stretches being opened to traffic, the flow of traffic has increased to an ADT of more than x vehicles (an increase of x%). Toll income rose to 45,674 thousand euros, an increase of 38.32% compared to 2000. As a result of opening the new stretch, a loss of 4,923 thousand euros was recorded for the year, compared to a profit of 1,613 thousand euros in the previous year. The outcome on tenders for new concessions in the areas of Litoral Centro (112 kilometres) LISBOA and Lisboa Norte (27 kilometres) is pending. under construction Annual report 41 Italy - Autostrade Shareholding Acesa Investment Equity Profit for the year Turnover 3.85% 170,441 2,844,809 415,701 2,003,940 ( t h o u s a n d s o f e u r o s ) The Acesa Group and the Italian company Autostrade collaborate in different aspects of their operations. In this direction, Autostrade has become a shareholder in Acesa with a holding of 4.94%. Autostrade, which holds a concession ending in 2038, has A4 A26 A27 A23 3,120 kilometres under operation in Italy. In its role as technological partner of refer- ence, Acesa proudly holds the presidency of the Technical Committee of the Board of A6 A10 A7 Directors. Autostrade has acquired 40% of Saba Italia, subsidiary of the Saba group of car parks A11 Milano Bologna Firenze A13 A14 A1 A12 ROMA A16 A30 in Italy. Even though the network under management is well established, traffic rose by 3.50%, exceeding 41,000 vehicles in average daily traffic (ADT). In 2001, operating income rose by 139 million euros, representing an increase of 6.70%. The policy of restricting expenses has resulted in a 1.01% increase in operat- ing expenses. Operating profits increased by 10,36% to over 925 million euros. The net profit attrib- utable to the parent company reached 416 million euros, an increase of 16,53% over the previous year. Genova Napoli Taranto 42 Annual report 3.3. Car Parks Saba Group Shareholding Acesa Investment Equity Profit for the year Turnover 55.84% 96,822 137,369 14,491 71,664 ( t h o u s a n d s o f e u r o s ) ACESA 55.84% S A B A 50% Spel 100% Fiparc 60% Saba Italia 88.04% Satsa 90% Spasa 51% Rabat Parking During 2001 the car park activity, led by Saba, has seen significant growth. At the close of the year 89,632 car spaces were managed, an increase of 19.21% over the previous year (70% of this increase corresponds to national growth). Looking at the rotation of vehicles, a total of 47.7 million vehicles have passed through the Saba Group car parks in 2001, up 14.22% on 2000. The total number of pass holders, across all the car parks of the Group at 31 December 2001, rose to 20,336, an increase over the previous year of 3.69%. Operating income during the year was 78,082 thousand euros, an increase of 12.07% over the previous year. Net profit rose to 14,491thou- sand euros (9.15%). N a t i o n a l The rotation of vehicles has increased significantly due to the positive evolution of existing car parks from the previous year and the incorp- oration of new car parks, of which the following are highlighted: • The car park at the Barcelona Airport, which was incorporated into the Group in February 2001 under a management contract (8,534 spaces). • Elche (422 spaces). • Barcelona (Hospital de Sant Joan de Déu with 385 spaces). • Cambrils (Port de Cambrils with 291 spaces). • Girona (231 spaces). • Santander (203 spaces). • Ibiza (162 additional spaces). Annual report 43 I n t e r n a t i o n a l The Saba Group continues to grow in the international market, with a 9.60% increase in car parks managed compared to 2000. Under this activity the following can be highlighted: • Spel (Portugal): the consolidation and expansion in Portugal continued with the inauguration of new car parks in Porto (three car parks with a total of 835 spaces), Matosinhos (357 spaces) and Viseu (326 spaces), and the award of the contract to build and operate a 390 space car park in Lisboa. • Saba Italia (Italy): entry of Autostrade as shareholders, acquiring a 40% holding, which will boost the development of the company’s sig- nificant growth plans. The number of spaces managed increased by 1,755 to a total of 32,837 spaces (65% of the total spaces managed by the Saba Group internationally). • Rabat Parking (Morocco): operation of an additional 1,121 car park spaces. In 2002 significant investments are planned, especially in the Portuguese (Spel) and Italian (Saba Italia) subsidiaries. Andorra A Coruña Matosinhos Madrid Sevilla Marbella Porto Viseu Lisboa Rabat Las Palmas Trieste Macerata Assisi Rieti Roma Brindisi Napoli Castelló de la Plana Eivissa Alacant Elx 44 Annual report 3.4. Logistics services Parc Logístic Zona Franca Shareholding Acesa Investment Equity Profit for the year Turnover 50% 11,870 23,309 567 5,299 ( t h o u s a n d s o f e u r o s ) PLZF promotes the development of a logistics area with 105,000 square metres of warehousing and a business area with 80,000 square metres of offices. The logistics area has a constructed area of 63,176 square metres. At the end of 2001 the construction of two new warehouses was com- pleted, each having 18,000 square metres, of which 12,000 square metres is already occupied. The construction of the first two office build- ings in the business area has been completed, each having 11,500 square metres. At the end of the year an investment of 70,299 thousand euros had been made, of which 38,812 thousand corresponded to warehouses, 21,374 thousand euros to offices, and the balance to other services. Fruit of the progressive commencement of warehouse leasing saw operating revenues rise from 2,839 thousand euros to 5,299 thousand euros. Operating income rose 329.77% to 924 thousand euros. Acesa Promotora Logística Shareholding Acesa Investment Equity Profit for the year Turnover 100% 22,433 22,946 176 1,144 ( t h o u s a n d s o f e u r o s ) Acesa Promotora Logística (previously Dromogest) manages the Integrated Goods Centre CIM Vallès which provides truck parking, service stations, hotel services, restaurants, a commercial area and mechanical assistance. During 2001 the commercialisation of a 12 storey office block with a leaseable area of 6,500 square metres got under way. The increase in operating expenses due basically to maintenance of the office buildings resulted in a decline in profits, which fell from 386 to 176 thousand euros. In 2001 Acesa Promotora Logística acquired 19.05% (in 2002 the acquisition of an additional 12.95% will be finalised) of Cilsa (Centro Intermodal de Logística S.A.), concessionary of the port activity for Barcelona, dedicated to the promotion and management of logistic activ- ity zones (ZAL) in the Port of Barcelona. The acquisition of this shareholding will represent a total investment of 25,380 thousand euros, of which 12,692 thousand euros was con- tributed in 2001 from an increase in capital. Annual report 45 Cilsa Shareholding Acesa Investment Equity Profit for the year Turnover 19.05% 12,692 25,755 1,099 10,192 ( t h o u s a n d s o f e u r o s ) The entry of Acesa, through Acesa Promotora Logística, in Cilsa represents the incorporation of a private partner amongst its sharehold- ers. Once the acquisition is completed by Acesa Promotora Logística, the shareholding structure will be: Actividad Portuaria de Barcelona (APB, 50%), Sociedad Estatal de Promociones y Equipamientos del Suelo (CEPES, 17%) and Acesa Promotora Logística (32%). The development of this zone of logistic activities will be completed in two phases: • The first phase (ZAL I), of 64 hectares, has a fully operative logistics area which is completed occupied with 200,000 square metres of warehousing, 45,000 square metres of offices and a service area of 19,000 square metres in preparation. • The second phase (ZAL II) will commence at the beginning of 2002 and will have an area of 130 hectares in which it is planned to build 400,000 square metres of warehouses and 150,000 square metres of offices. It is estimated that Cilsa’s investment in the project will be 195 million euros and it is not anticipated that additional capital will be required from the shareholders to finance the project. In 2001 Cilsa recorded operating income of 10,690 thousand euros and a loss of 1,099 thousand euros. The company’s debt at the end of the year was 43,177 thousand euros, with total assets of 100,051 thousand euros. This is the third project of the Acesa Group in the sector of logistic services following its entry into CIM Vallès in 1994, and in Parc Logístic de la Zona Franca in 1997. Areamed 2000 Shareholding Acesa Investment Equity Profit for the year Turnover 50% 35 1,932 1,003 10,131 ( t h o u s a n d s o f e u r o s ) Areamed 2000 was incorporated with the objective of improving management and increasing the quality at the service areas, developing and improving the goods available to clients. Income from fees that Areamed 2000 receives from the operators of the service stations, restaurant activities and other services reached 10,131 thousand euros in 2001, an 18.80% increase over the previous year (first year of activity for Areamed 2000). Total operating income reached 10,746 thousand euros (19.13% increase). This increase of 19.13% due to greater activity was reduced by a significant increase in amortisation and increased financing costs. Net profit rose from 859 to 1,003 thousand euros. 46 Annual report 3.5. Telecommunications Tradia Shareholding Acesa Investment Equity Profit for the year Turnover 94.99% 127,907 120,130 -8,172 42,058 ( t h o u s a n d s o f e u r o s ) Tradia is specialised in leasing telecommunication infrastructures to mobile telephone operators, radio broadcasters and closed user groups. At the end of the year Acesa Telecom (100% owned by Acesa) acquired 7.99% of the company, increasing its shareholding to 94.99%. In 2001, operating revenues reached 47,929 thousand euros, however this figure is not comparable with 2000 as Tradia commenced its activity in April 2000, being spun off from the Telecommunications Centre of the Catalan Government. Of the total operating expenses, 15,634 thousand euros correspond to personnel, 22,996 to other operating expenses and 16,347 to amortisation. On 25 July 2001 Tradia incorporated the company "Adquisición de Emplazamientos, S.L. Sociedad Unipersonal", whose legal purpose is to provide all types of services related with the acquisition of telecommunication sites for mobile communication networks. Annual report 47 Acesa: gross assets of 3,228,002 thousand euros. Shareholders’ funds of 1,744,084 thousand euros. Net profit of 164,762 thousand euros. Acesa Group: gross assets of 4,045,324 thousand euros. Shareholders’ funds of 1,764,752 thousand euros. Net profit of 171,948 thousand euros. 26.2% increase in Acesa share price on stock market. Dividend of 0.45 euros per share. Management 4 Financial 50 Balance sheets and comments 52 Results and comments 54 Shareholders and Stock market 4.1. Balance sheets and comments The balance sheet and profit and loss account for Acesa and the Acesa Group are set out below, together with an accompanying report. This information is provided in greater detail in the annual accounts section. The 2001 figures are also provided in million pesetas, for inform- ation 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 ( i n t h o u s a n d s o f e u r o s ) PARENT 2001 2001 million pesetas 2000 2001 2001 2000 CONSOLIDATED million pesetas ASSETS Net intangible assets Net fixed assets Investments in highways Other fixed assets Amortisation 312 391,301 394,641 5,167 -8,507 Net investment in other companies 134,117 Consolidated goodwill fund Cash and short term deposits Other assets 0 14,025 20,919 1,873 2,351,773 2,371,843 31,057 -51,127 806,059 0 84,293 125,720 2,185 2,325,936 2,342,484 27,992 -44,540 657,116 0 20,745 107,960 15,636 542,851 508,846 79,856 -45,851 62,724 35,482 5,812 47,516 93,973 3,262,601 3,058,228 479,945 -275,572 376,978 213,251 34,933 285,577 86,732 3,312,913 3,142,368 407,434 -236,889 268,839 101,968 70,870 249,998 Total assets 560,674 3,369,718 3,113,942 710,021 4,267,313 4,091,320 LIABILITIES Equity Paid Capital Reserves Profit and loss account Interim dividend Minority interests 290,192 145,822 128,057 27,414 -11,101 0 Provisions for liabilities and expenses 140,012 Reversion fund Other provisions Loans Other liabilities 132,560 7,452 114,071 16,399 1,744,084 1,707,911 876,405 769,636 164,762 -66,719 0 841,489 796,702 44,787 685,578 98,567 834,671 780,322 156,460 -63,542 0 762,899 742,038 20,861 544,539 98,593 293,630 145,822 130,300 28,610 -11,101 24,039 148,616 138,148 10,468 204,134 39,602 1,764,752 1,721,473 876,405 783,118 171,948 -66,719 144,476 893,201 830,288 62,913 834,671 787,584 162,760 -63,542 177,238 813,133 772,872 40,261 1,226,868 1,154,045 238,016 225,431 Total liabilities 560,674 3,369,718 3,113,942 710,021 4,267,313 4,091,320 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 2001, total assets of Acesa were 3,370 million euros; the most important item is the investment in highways, which totalled 2,372 million euros. Total net fixed assets at the close of the year was 2,352 million euros, having deducted accumulated amortisation. The rest of the assets correspond primarily to financial investments, which this year reached a figure of 806 million euros, an increase of 22.7% with respect to the previous year, basically due to the increase in shareholdings in subsidiary and associated companies. The figure for short term financial investments rose significantly as a result of the credit lines raised for Group companies, which at the close of the year represented a current balance of 82 million euros. 50 Annual report On the liabilities side, equity rose to 1,744 million euros, of which 876 million corresponds to share capital and 770 million to reserves (reval- uation, legal and voluntary reserves). During 2001 share capital was increased by 5% through a bonus share issue of one new share for every 20 shares held. Loans outstanding at the close of the year had increased by 141 million euros due to new operations being contracted, primarily long term, to finance the development of the Group. C o m m e n t s o n A c e s a G r o u p b a l a n c e s h e e t At the close of 2001 total consolidated assets reached 4,267 million euros, an increase of 4.30% over the previous year, even though the assets and liabilities consolidated from GCO have been reduced compared to the previous year, following the devaluation of the Argentine peso after abandoning the 1:1 convertibility with the US dollar. However, the effect of the devaluation on equity is compensated by the hedg- ing operations held with financial institutions. The main details to highlight are: • The most important asset category continues to be net tangible fixed assets (76.46% of total assets) which rose to 3,263 million euros, 93.74% corresponding to investment in highways. • Due to the greater number of companies accounted for by equity accounting and the increase in value of these shareholdings during the year, net financial investments reached 377 million euros, an increase of 108 million euros (40.22%) over the previous year. • Goodwill on consolidation has also increased following acquisitions and increases in shareholdings during the year (Aucat, Iberpistas, Autema and Tradia). • Working capital has been maintained at levels similar to the previous year, with a notable decline in cash and short-term deposits (36 mil- lion euros) as a consequence of compensation agreed with the public administrations. • On the liabilities side, the equity of the Group has increased to 1,765 million euros, of which 876 million corresponds to the share capi- tal of the parent company and 783 million to reserves. The reduction of reserves is primarily the result of the bonus share issue made dur- ing the year, which was charged against reserves. The increase of the shareholding in Aucat during the year has reduced the amount attrib- utable to minority interests. • At the end of the year the Group’s accumulated reversion fund was 830 million euros, an increase of 7.43% over the year 2000. • The principal of debt outstanding with credit institutions rose to 1,227 million euros at the close, of which 399 million euros was short- term debt and 828 million euros long-term debt. The increase over the previous year was 6.31%, arising from the financing requirements for operations in the Group’s expansion. Annual report 51 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 a t 3 1 D e c e m b e r ( i n t h o u s a n d s o f e u r o s ) Net revenue Net toll income Income from services Other operating income Construction of fixed assets Total operating revenue Personnel expenses Other operating expenses Depreciation of fixed assets Reversion fund Total operating expenses PARENT 2001 2001 million pesetas 2000 2001 2001 2000 CONSOLIDATED million pesetas 0 0 0 70,168 421,720 395,491 0 2,780 0 72,948 -10,065 -6,979 -1,783 -9,095 -27,922 0 16,711 0 438,431 -61,056 -41,948 -10,714 -54,664 -168,382 0 11,140 0 406,631 -55,689 -41,009 -10,079 -51,080 -157,857 113,390 94,308 9,082 3,670 1,053 118,113 -19,840 -18,033 -11,003 -9,553 -58,429 681,488 566,803 114,685 22,060 6,324 709,872 -119,238 -108,382 -66,127 -57,416 -351,163 531,144 453,006 78,138 16,414 2,007 549,565 -88,313 -74,772 -36,788 -53,947 -253,820 Operating profit 45,026 270,049 248,774 59,684 358,709 295,745 Financial results -3,267 -19,634 -9,018 -10,509 -63,163 -25,236 Results by equity accounting Amortisation goodwill from consolidation 0 0 0 0 0 0 897 -922 5,389 -5,539 3,251 -1,178 Profit on ordinary activities 41,760 250,415 239,756 49,150 295,396 272,582 Extraordinary results -351 -1,542 -1,682 -1,558 -9,361 -12,957 Profit before Corporation Tax 41,409 248,873 238,074 47,592 286,035 259,625 Corporation Tax 13,995 84,111 81,614 -15,339 -92,191 -86,666 Profit after Corporation Tax 27,414 164,762 156,460 32,253 193,844 172,959 Profit attributed to minority interests Profit attributed to parent company -3,643 28,610 -21,896 171,948 -10,199 162,760 C o m m e n t s o n A c e s a ’ s p r o f i t a n d l o s s a c c o u n t Total operating revenue reached 438 million euros, 7.8% more than the previous year, of which 422 million euros correspond to net toll income, an increase of 6.6% over 2000, and 16 million euros to other income. Total operating expenses were 168 million euros, an increase of 6.7% with respect to the previous year. Operating expenses, personnel, external services and taxes represent 61% of the total, an increase of 5.9% in response to the endeavour of constantly improving the quality of the service offered and the availability of resources for the development of the expansion of activity. Operating profits rose 8.6% over the previous year, reaching 270 million euros. The financial loss of 20 million euros reflects the significant increase in financial expenses derived from the increase in the average level of debt in 2001 compared to 2000. At 31 December 2001 this financial loss represents just 7.4% of the operating profits, thanks also to the growing contribution of dividends received from subsidiary and associated companies. After deducting 84 million euros for corporation tax, net profit exceeded 164 million euros, an increase of 5.3% over the previous year. 52 Annual report T o l l i n c o m e ( * ) ( i n t h o u s a n d s o f e u r o s ) Montgat-Palafolls Barcelona-la Jonquera Barcelona-Tarragona Montmeló-el Papiol Zaragoza-Mediterranean 2001 45,321 147,323 127,646 0 85,455 % 11.2 36.3 31.4 0 21.1 41,969 137,793 121,379 143 79,686 Total highways 405,745 100.0 380,970 R.D.101/2000 Compensation Gross income Discounts and rebates Net income (*) Does not include value added tax received (IVA) 26,235 431,980 -10,260 421,720 B r e a k d o w n o f t o l l i n c o m e ( i n t h o u s a n d s o f e u r o s ) 24,101 405,071 -9,580 395,491 2000 % inc. 01/00 8.0 6.9 5.2 - 7.2 6.5 6.6 7.1 6.6 Cash Electronic payment Total 2001 % of total 2000 % of total 127,902 277,843 31.5 68.5 125,506 255,463 32.9 67.1 405,745 100 380,969 100 Note: Does not include compensation established by Royal Decree 101/2000 for toll exemption on certain routes. C o m m e n t s o n A c e s a 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 consolidated figures for 2001 show growth compared to the previous year due to the inclusion of Tradia and GCO in the consolidated accounts (first full year of activity in consolidation) and the increment in the activity of the companies already consolidated from previous years. Acesa Group recorded net revenue of 681 million euros, an increase of 28.31% over the previous year. Of this total, 83.17% corresponds to toll highway operations (both those of the parent Acesa and the activities of Aucat and GCO) and the remaining 16.83% corresponds to other sectors where it carries out its activities (car parks and telecommunications). Operating expenses of the Group rose to 351 million euros, of which 119 million corresponded to personnel expenses, 108 million to other operating expenses and 124 million to charges for depreciation and to the reversion fund. Operating profits grew by 21.28% over the pre- vious year, rising to 358,709 thousand euros. Financing the expansion of the Group and the incorporation of the financing costs of one full year for GCO and Tradia pushed financial expenses higher, producing a net loss from financing operations of 63 million euros (38 million more than the previous year). Amortisation of the goodwill on consolidation fund totalled 5,539 thousand euros. After deducting 92 million euros for corporation tax, the net profit recorded was almost 194 million euros, which, on deducting profit due to minority interests, resulted in a net profit due to Acesa of almost 172 million euros (an increase of 5.65% over 2000). Annual report 53 4.3. Shareholders and Stock market The year 2001 saw two very distinct periods in the Spanish stock market. The first period to September was basically a continuation of the previous year, a sustained decline, as reflected in the marked slowdown of the world economy which was confirmed through the course of the year, to which was added the tragic events of September 11th in the United States. From this point of inflexion, and thanks to the relaxation of monetary policies by the authorities of the leading economies in the world, a recovery from the lows began, which saw, by year end, the Ibex 35 regain the level it held before the September events. For the first time in history this index closed with losses in two consecutive years. Acesa shares, in contrast to the index, started the year marking their low for the year on the first trading session. From the month of May through to September the quotation remained basically stable, until the general fall in the market in September, which had less impact on defensive stocks, being those that have outperformed in the Spanish market. Thus, Acesa has experienced one of the greatest stock revaluations in the Ibex 35, with an increase of 26.2% in the year, taking into account the adjustment for the 1 for 20 bonus share issue, being one of very few companies in the Ibex 35 which has recorded increases in the last two years. M a r k e t I n f o r m a t i o n Close 2001 Close 2000 % var. High Date Low Date Ibex 35 Ibex Utilities Acesa adjusted (*) Acesa 8,397.6 17,033.5 9,109.8 18,018.6 11.19 11.19 8.87 9.31 -7.8 -5.5 +26.2 +20.2 10,219.5 21,059.6 11.32 11.89 19.01.01 19.04.01 31.05.01 31.05.01 6,260.1 13,045.2 8.81 9.16 21.09.01 17.09/01 2.01.01 21.09.01 Trading frequency (days): 100% Traded volume: 159 million shares (annual change: +8.7%) Equivalent percentage of share capital: 54.4% Cash value: 1,675,420 thousand euros Weighted average price: 10.54 euros Market capitalisation (31/12/01): 3,268,990 thousand euros Options on Acesa shares (100 shares per contract): 43,793 contracts (annual change: -24%) Data per share (euros) Acesa Profit (EPS ) Adjusted Acesa Profit (*) Dividend (DPS) Nominal value Stock market ratios PER (Closing price/EPS) Adjusted PER (*) Dividend yield Pay-out (Dividend/EPS) (*) Adjustment derived from the increase in capital. 54 Annual report 2001 0.56 0.56 0.45 3.00 19.8 19.8 4.0% 80% 2000 0.56 0.54 0.45 3.00 16.6 15.8 4.8% 80% I n c r e a s e s i n c a p i t a l a n d d i v i d e n d s Since 1994 the company has made a bonus share issue annually. The Annual General Meeting of 8 May 2001 agreed to increase the cap- ital in the proportion of one new share for each twenty existing shares, with identical rights to existing shares. Between 24 July and 7 August 26.4 million rights were traded, with a maximum price of 0.56 euros, a minimum of 0.52 euros and a weighted average of 0.54 euros. The new shares were admitted for trading on 6 September. The amount destined to dividends in 2001 is 131,865 thousand euros. This figure, 5% more than the previous year, represents a dividend yield of 4.0% with respect to the closing price for the year, making it once again one of the highest yields of the shares listed on the Spanish stock exchange. The yield on the par value was 15%, a return that is also fully payable on bonus shares issued during the year. Increases in capital since floating on stock exchange: Year 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Type Bonus Bonus - - - At par At par Bonus Bonus Bonus Bonus Bonus Bonus Bonus Bonus Proportion 1 x 5 1 x 4 - - - 1 x 10 1 x 10 1 x 20 1 x 15 1 x 20 1 x 20 1 x 20 1 x 20 1 x 20 1 x 20 Dividends since floating on the stock exchange: Year 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Interim dividend Final dividend Total Euros Ptas. Euros Ptas. Euros Ptas. Dividend payout (in millions) Ptas. Euros 0.18 0.18 0.17 0.18 0.22 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 30 30 28 30 36 38 38 38 38 38 38 38 38 38 38 0.18 0.20 0.19 0.24 0.26 0.26 0.22 0.22 0.22 0.22 0.22 0.22 0.22 0.22 0.22 30 32.50 32 40 44 44 37 37 37 37 37 37 37 37 37 0.36 0.38 0.36 0.42 0.48 0.49 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 0.45 60 62.5 60 70 80 82 75 75 75 75 75 75 75 75 75 38.67 48.33 58.00 67.67 77.33 87.21 87.74 92.12 98.26 103.18 108.34 113.75 119.44 125.41 131.87 6,434 8,042 9,651 11,259 12,867 14,510 14,598 15,328 16,350 17,167 18,026 18,927 19,873 20,867 21,941 Annual report 55 S h a r e h o l d e r s Acesa’s willingness to communicate with its shareholders and investors was reinforced in 2001, with the introduction of a new vehicle, the magazine La Autopista Financiera, which complements the information provided through the corporate web site “www.autopistas.com” and the personalised attention of the Investor Relations Unit. With this publication, Acesa can keep in touch with its shareholders and investors on a regular basis, respecting the growing interest in the evolution of the financial markets, transparency and the need to inform share- holders. As at 31 December 2001 the company had 54,457 shareholders, with the following structure and distribution: Distribution by type of shareholder: Shareholder % of capital Individuals (Spanish nationals) Legal entities (Spanish) Non-resident (individuals and legal entities) 51,342 2,509 606 17.3 65.6 17.1 Distribution by number of shares: Shareholder % of capital Up to 999 From 1,000 to 5,000 From 5,001 to 10,000 From 10,001 to 50,000 From 50,001 to 1,000,000 More than 1,000,001 38,164 14,357 1,116 624 178 18 54,457 4.3 9.6 2.6 4.1 12.2 67.2 100.0 Shareholders with more than one million shares at 31 December 2001: a) with shareholdings of more than 5% of the share capital: 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. (*) The total shareholding of the Caixa d’Estalvis i Pensions de Barcelona (Group) is 27.2%. b) with shareholdings of less than 5% of the share capital % of capital 26.3 10.0 7.6 5.2 Clearstream Banking S.A. Luxembourg Caixa d’Estalvis de Terrassa Chase Manhattan Bank Bankers Trust Company Caixa d’Estalvis del Penedès Caixa d’Estalvis Laietana State Street Bank and Trust Co. Clearstream Banking S.A. Vidacaixa S.A. Seguros y Reaseguros Caixa d’Estalvis de Girona Caixa d’Estalvis de Tarragona Deutsche Bank Boston Safe Deposit and Trust Co. Morgan Nominees Limited 56 Annual report A c e s a S h a r e s 2 0 0 1 Quotation (euros) 11,531,784 5,417,103 Traded volume 12.00 11.50 11.00 10.50 10.00 9.50 9.00 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Volume Adjusted quotation Unadjusted quotation E v o l u t i o n o f A c e s a a n d I b e x 3 5 i n 2 0 0 1 ( B a s e 2 9 . 1 2 . 0 0 = 1 0 0 ) 130 120 110 100 90 80 70 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Quotations adjusted for increases in capital Acesa Ibex Annual report 57 Highways: Acesa, Aucat, Autema,Túnel del Cadí,Accesos de Madrid, AutopistaCentral Gallega, Iberpistas,Isgasa, Autostrade, GCO, Auto-Estradas do Atlântico. Car Parks: Saba, Fiparc, Spasa, Satsa, Saba Italia, RabatParking, Spel. Logistics: AcesaLogística, Centro Intermodal deLogística, Parc Logístic de la Zona Franca, Areamed 2000. Telecommunications: Acesa Telecom, Tradia. accounts 5 Annual Acesa 60 Balance sheet 62 Profit and loss account Acesa Group 84 Balance sheet 86 Profit and loss account 64 Notes to the annual accounts 88 Notes to the annual accounts 81 Directors’ report 83 Auditors’ report 107 Directors’ report 109 Auditors’ 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 t h o u s a n d s o f e u r o s ) A S S E T S Fixed Assets Intangible fixed assets Computer software Studies and projects Amortisations 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 subsidiary 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 Sundry debtors Personnel Public Treasury Provisions Short-term investments Short-term loans to group companies Interest receivable Short-term securities Short-term deposits Treasury Cash Banks and credit institutions Prepayments and accrued income Total assets 60 Annual Accounts 2001 3,159,705 1,873 5,799 285 -4,211 2,351,773 2,370,466 1,377 699 7,792 5,053 11,752 5,761 -51,127 806,059 807,066 11,892 60 -12,959 37,986 172,027 2,372 2,372 85,313 1 6,221 69,422 8,339 63 1,745 -478 81,823 81,812 11 0 0 2,470 409 2,061 49 2000 2,985,237 2,185 5,274 442 -3,531 2,325,936 2,341,142 1,342 699 6,394 4,868 10,741 5,290 -44,540 657,116 641,265 20,603 69 -4,821 44,373 84,332 2,301 2,301 61,220 0 4,951 41,706 7,892 47 6,949 -325 17,077 0 14 6,094 10,969 3,668 436 3,232 66 3,369,718 3,113,942 L I A B I L I T I E S Equity Share Capital Revaluation reserves Revaluation reserve RDL 7/1996 Reserves Legal reserve RD 1564/1989 Voluntary reserves Profit and loss account Profit Interim dividend Provisions for liabilities and expenses Pension fund and other personnel-related liabilities Reversion fund Other provisions Long-term creditors Bond issues Non convertible bonds Due to credit institutions Loans Other creditors Public Treasury Unpaid calls on share capital of group companies Short-term creditors 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 2001 1,744,084 2000 1,707,911 876,405 603,902 603,902 165,734 123,910 41,824 164,762 164,762 -66,719 841,489 0 796,702 44,787 461,327 60,000 60,000 380,354 380,354 20,973 20,973 0 322,818 505 505 248,085 245,224 2,861 34,637 20,938 13,699 39,591 28,719 3,699 4,113 3,060 834,671 645,636 645,636 134,686 108,264 26,422 156,460 156,460 -63,542 762,899 270 742,038 20,591 339,461 60,000 60,000 258,435 258,435 20,973 20,973 53 303,671 674 674 230,232 226,104 4,128 25,326 14,364 10,962 47,439 34,588 3,845 6,260 2,746 Total liabilities 3,369,718 3,113,942 Annual Accounts 61 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 t h o u s a n d s o f e u r o s ) E X P E N S E S Personnel expenses Salaries and wages 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 2001 61,056 49,270 11,403 383 10,714 -189 96,801 41,151 986 54,664 2000 55,689 44,913 10,415 361 10,079 139 91,950 40,280 590 51,080 Total operating expenses 168,382 157,857 Operating profit 270,049 248,774 Financial costs, related expenses and variation in investment provision Total financial expenses 41,373 41,373 17,756 17,756 Profit on ordinary activities 250,415 239,756 Losses on disposal of fixed assets and extraordinary expenses 3,822 2,445 Profit before tax Corporation tax Profit for the year 248,873 84,111 238,074 81,614 164,762 156,460 62 Annual Accounts I N C O M E Operating revenue Toll income Discounts and rebates on toll income 2001 421,720 431,980 -10,260 2000 395,491 405,071 -9,580 Other operating income 16,711 11,140 Total operating income 438,431 406,631 Income from investment in group companies Other interests and related income Total financial income Loss from financial operations Profit from disposal of fixed assets and extraordinary income Extraordinary loss 18,214 3,525 21,739 19,634 2,280 1,542 6,993 1,745 8,738 9,018 763 1,682 Annual Accounts 63 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. (Acesa) was incorporated in Barcelona on 24 February 1967. The object of the comp- any is the construction, maintenance and operation of toll highways under administrative concession, and the management of toll conces- sions in Spain. The object of the company also includes the construction of highway infrastructure, as required in the operation of the concessions referred to above, which are undertaken within the area or which are necessary for the regulation of traffic, where the planning 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; com- plementary 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 C-33 (A-17) highway and the C-32 (A-19) highway to the Government of Catalonia, and the A-7 and A-2 to the Central Administration. As indicated in note 6, the company is a shareholder in other highway and parking concessions, and in logistic services and telecommuni- cations infrastructure through the respective companies, with the percentage holding as detailed in that note. 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 generally accepted accounting prin- ciples in Spain, established under current laws and regulations, and in particular, under the terms of adaptation 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 process of adopting the single European currency has made it necessary to adapt the financial information that the companies must report. In particular, the conversion of the financial statements expressed in pesetas to the single currency has been done applying the Rules on Accounting Matters related to the Introduction of the Euro approved by Royal Decree 2814/1998, dated 23 December. With the aim of fully complying with the information requirements from 1 January 2002 established by the above rules, the company has decided to express its annual accounts at 31 December 2001 in thousands of euros. The amounts corresponding to the 2000 financial year have been con- verted to euros for comparative purposes. The consolidated annual accounts of the Acesa Group are presented separately from the individual accounts. The main data taken from the audited consolidated annual accounts is as follows: -Total assets -Equity -Consolidated operating income -Profit or loss for the year due to the parent company – Profit Balance at 31.12.01 4,267,313 1,764,752 709,872 171,948 64 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 r e s u l t s a ) The following distribution of profits will be submitted for approval at the Annual General Shareholders’ Meeting: Basis of distribution Profit for the year Distribution Dividends Legal reserve Voluntary reserves Amount 164,762 131,865 16,476 16,421 164,762 b ) During the year 2001 an interim dividend was paid to all shareholders, totalling 66,719 thousand euros, equivalent to 7.6% of the nomi- nal share value. This interim dividend amounted to 38 pesetas per share (0.228 euros). The table below shows that there was sufficient profit in the period to cover payment of the interim dividend made on 29 October 2001 and the accounting statements indicating sufficient liquidity to make the payment of this interim dividend. Net profit for period 1.1.2001 to 31.8.2001 To deduct: Legal reserve Total amount available for distribution Amount proposed and distributed Cash funds available prior to distribution Gross amount of dividends charged Cash funds available after dividend payment N O T E 4 . A c c o u n t i n g p o l i c i e s Amount 122,203 -12,220 109,983 66,719 273,252 66,719 206,533 The most significant accounting policies applied in the preparation of the annual accounts are as follows: a ) S t a r t u p c o s t s The expenses related to share capital increases are accounted for at cost and fully amortised in the same financial year. b ) I n t a n g i b l e f i x e d a s s e t s 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 65 Notes to the annual accounts Acesa c ) T a n g i b l e f i x e d a s s e t s 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 net financial expenses directly imputable to investment in highways, are included under this head- ing until the highway enters into operation. The costs of refurbishment, enlargement or improvements of tangible fixed assets are capitalised only when such additions increase the capacity, productivity or useful life of the asset and provided that it is possible to identify the net book value of the assets which are dis- posed of for replacement. The cost 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. In accordance with the General Account Plan applicable to companies operating highway concessions, tunnels, bridges or other toll ways, the investment in highways as at 31 December 1998 continues to be amortised through transfers to the reversion fund. The depreciation rates applied to fixed assets are as follows: Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Data processing equipment Other fixed assets Tollgate machinery New highway investments from 1 January 1999 Rates 2 16 25 8 10 25 20 - 3 % - 30 % - 37.5 % - 15 % - 15 % - 37.5 % - 30 % 5.6 - 12 % 2 - 20 % The company has depreciated investments in assets between March 1, 1993 and December 31, 1994 in accordance with the rates per- mitted under Royal Decree 3/1993 dated February 26, 1993. d ) F i n a n c i a l a s s e t s a n d i n v e s t m e n t s Investments in subsidiary and associated companies and long-term securities are shown in the balance sheet at the lower of acquisition cost or market value. The market price for investments in subsidiary or associated companies, or other traded securities that are not publicly listed is calculated as the theoretical book value, plus the acquisition goodwill remaining at balance date. The allocation of provisions is made considering the evolution of the shareholders’ funds of the associated company. The company undertakes currency hedges against exchange rate risks related to investments to significantly reduce or eliminate these risks, using the necessary financial instruments. Note 6.c) describes the hedges made by the company and how they have been accounted for. e ) D e f e r r e d e x p e n s e s As indicated in note 13, 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 20,973 thousand euros 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 highways, with payments being the responsibility of the Ministry up to their full extent. At 31 December 2001, the discounts recorded had reached 2,643 thousand euros (1,146 thousand corresponding to the year 2001), pending on balance date to be offset against the outstanding payment due of 20,973 thousand euros (other long term creditors). The balance at 31 December for this item is 18,330 thousand euros. 66 Annual Accounts The remaining amount in this epigraph relates to expenses incurred in financial operations contracted in the month of October, 2000 relat- ed 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 of the hedge. f ) I n v e n t o r i e s Inventories consist primarily 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 corresponding provisions. g ) R e v e r s i o n f u n d 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 calculated 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 2001 is 54,664 thousand euros. h ) O t h e r p r o v i s i o n s Pursuant to the prudence principle, the company registers the provisions which it considers necessary in relation to the inherent risks in the business (see note 1) which could affect the company. i ) P r o v i s i o n f o r r e t i r e m e n t a n d o t h e r p e r s o n n e l - r e l a t e d l i a b i l i t i e s The collective agreement applicable to the company establishes 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. Through an insurance policy the company has externalised the fund, which represents the current value of its future payment obligations to employees, in respect of retirement payments. The pension plan in the employment system covered in the company’s employment agreement has been externalised and individualised at the end of the year. The amount totals 360 thousand euros. j ) T r a d e a n d n o n - t r a d e d e b t o r s a n d c r e d i t o r s The debits and credits incurred in operations, whether or not produced in the ordinary course of business, are recorded at nominal value, making the necessary valuation adjustments to cover bad debt provisions. Amounts due within one year of balance date are classified as short-term and amounts due after this date are considered long-term. k ) C o r p o r a t i o n t a x 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 profit 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, in accordance with the current legislation. l ) F o r e i g n e x c h a n g e d i f f e r e n c e s Transactions in currencies other than the euro are recorded at the exchange rate on the transaction date. On the close of the financial year the company restates all foreign exchange credits and debits using the official exchange rate at that date. Exchange rate differences gen- erated at close on transactions are recorded as a loss in the profit and loss account, if negative, or deferred till maturity in the case of prof- its. 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 accruals basis. Toll income and other income from highway operations and, when applicable, proceeds from the sale of goods, are recorded excluding all corresponding taxes, after deducting all discounts whether shown on the invoice or not. Annual Accounts 67 Notes to the annual accounts Acesa 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 during 2001 are as follows: Intangible assets Fixed assets Investment in highways Tollgate machinery Investment in highways under construction Land and natural resources Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total Balance at 31.12.00 5,716 2,370,476 2,299,888 41,254 1,342 699 6,394 4,868 2,292 6,178 2,271 3,415 1,875 2,376,192 Increase Decrease 2,614 33,028 26,679 2,645 35 - 1,398 499 249 459 317 510 237 35,642 2,246 604 - - - - - 314 10 4 - 101 175 2,850 Balance at 31.12.01 6,084 2,402,900 2,326,567 43,899 1,377 699 7,792 5,053 2,531 6,633 2,588 3,824 1,937 2,408,984 Changes in the accumulated depreciation during the year are: Intangible assets 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 31.12.00 Increase Decrease Balance at 31.12.01 3,531 44,540 1,017 26,812 1,668 3,759 1,852 4,280 1,713 2,604 835 48,071 2,346 7,093 1,712 3,717 69 301 111 423 147 341 272 9,439 1,666 506 - - - 314 10 4 - 99 79 2,172 4,211 51,127 2,729 30,529 1,737 3,746 1,953 4,699 1,860 2,846 1,028 55,338 68 Annual Accounts Included in the tangible fixed assets are the following revertible assets: Studies and projects Expropriations and renewal or 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 items are fully depreciated: Tollgate machinery Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Total book value 17,729 106,456 26,800 724,884 43,899 6,663 94,301 1,020,732 5,956 620,839 722,939 2,370,466 1,374 3 2,371,843 17,212 18 3,182 1,785 2,017 1,386 2,170 346 28,116 The effect of the revaluation that the company applied in 1996 on the total amortisation in 2001 was 239 thousand euros. Moreover, the effect of the revaluation on the reversion fund provision is reflected in the company’s current Financial Plan. The company has entered into rental agreements by which it has transferred the rights to operate the service stations. 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 concessionaire is responsible for insur- ance. The company has also taken out the necessary civil liability insurance policies to cover its activities in general. Annual Accounts 69 Notes to the annual accounts Acesa 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 financial investments were as follows: Balance at Balance at 31.12.00 Increase Decrease Transfers 31.12.01 Shareholding in subsidiary and associated companies 641,265 156,966 Long-term share portfolio Long-term deposits and debentures Less: Provisions Total 20,603 69 -4,821 657,116 188 - -8,138 149,016 64 - 9 - 73 8,899 -8,899 - - 0 807,066 11,892 60 -12,959 806,059 a ) S h a r e h o l d i n g 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 The principal movements recorded are as follows: Acquisition of 35.39% of Túnel del Cadí, Societat Anònima Concessionària for the sum of 24,939 thousand euros. Acquisition of 10.05% shareholding in Autopista Terrassa-Manresa, Autema, S.A. Concessionària de la Generalitat de Catalunya for the sum of 20,099 thousand euros. An increase in the capital of Acesa Telecom, S.A., which is 100% owned by Acesa, representing a total of 20,406 thousand euros in 2001 to cover the increases of capital in Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) and Xfera Móviles, S.A. An increase in the capital of Acesa Promotora Logística, S.A., previously Dromogest, S.A., of 14,000 thousand euros. Acesa holds 100% of the capital in this company, which has acquired 19.05% of Cilsa (Centro Intermodal de Logística, S.A.). Acquisition of 10.64% of Holdaucat, S.L., for an amount of 39,025 thousand euros. This company is holder of 77.73% of Autopistes de Catalunya, S.A. Concessionària de la Generalitat de Catalunya (Aucat). Acquisition of shares in Ibérica de Autopistas, S.A. Concesionaria del Estado (Iberpistas) for an amount of 38,421 thousand euros. The shareholding of Acesa in this company at 31 December 2001 was 8.07%. The following tables show the breakdown of direct and indirect shareholdings of the company in subsidiary and associated companies, together with the breakdown of share capital and returns obtained in the accounts at 31 December 2001 or the latest estimate available. 70 Annual Accounts D i r e c t S h a r e h o l d i n g s ( i n t h o u s a n d s o f e u r o s ) Company Reg. Office Activity % Holding Share Capital Reserves 2001 Results Value of Dividends received holding Highway operations Acesa Italia, S.R.L. Via delle Quattro Holding Co. of shares Fontane 15 Roma (Italy) in concessionary 100.00 170,445 -25 -10 170,441 - Grupo Concesionario Ruta Nacional nº7 Toll highway del Oeste, S.A. (GCO) km 25,92 concession holder 48.60 80,000 (1) 16,958 (1) 16,362 (1) 140,589 8,700 Ituzaingó (Argentina) Pl. Gal·la Placídia 1 Holding Co. of shares 100.00 Barcelona in concessionary 58,963 11,803 4,190 102,254 3,741 Pº Castellana 51 Madrid Holding Co. of shares in concessionary 50.00 32,229 6,524 697 19,255 161 Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder 10.00 55,000 1,438 -3,605 5,487 10.00 50 - - 5 35.39 105,504 2,890 1,534 24,939 10.05 81,894 -7,264 8,245 20,099 - - - - Holdaucat, S.L. Iberacesa, S.L. Auto-Estradas do Atlântico, S.A. Auto-Estradas do Atlântico II CS, S.A. Praça Marquês de Pombal 1-8 Lisboa (Portugal) Praça Marquês de Pombal 1-8 Lisboa (Portugal) Túnel del Cadí, S.A.C. Carretera de Vallvidrera a St. Cugat km 5,3 Barcelona Gran Via de Les Corts Autopista Terrassa- Manresa, Autema, Concessionària de la Catalanes 680 Generalitat de Catalunya, S.A. Barcelona Ibérica de Autopistas, Pío Baroja 6 S.A. Concesionaria del Estado (Iberpistas) Madrid Toll highway concession holder Car Parks Saba Aparcamientos, Av. Diagonal 458 Car parks S.A. (Saba) Barcelona Services and logistics 8.07 176,027 68,960 34,492 47,320 415 55.84 18,886 108,759 14,491 96,822 5,137 Parc Logístic de la Zona Franca, S.A. Promotion and operation 50.00 Calle 60 nº 19 Polígono Industrial of logistics centres de la Zona Franca Barcelona 23,742 -1,001 567 11,871 - Acesa Promotora Logística, S.A. Pl. Gal·la Placídia 5 Logistics pormotion Barcelona and technical assistance Areamed 2000, S.A. Via Augusta 21-23 Operation of Barcelona sevice stations 100.00 18,000 4,770 176 22,433 60 50.00 70 859 1,003 35 Telecommunications Acesa Telecom, S.A. Pl. Gal·la Placídia 1 Telecommunications Barcelona services 100.00 149,236 29,210 -8,303 145,516 - - (1) Figures in thousands of Argentine pesos. Shares of Saba Aparcamientos, S.A. are listed on the Stock Exchange (Barcelona and Madrid). The average share price for the last quarter of 2001 was 20.19 euros on the Barcelona Stock Exchange and 20.46 euros on the Madrid Stock Exchange. At year end the share price was 21 euros on the Barcelona Stock Exchange and 23 euros on the Madrid Stock Exchange. The shares of Iberpistas, S.A. are traded on the stock exchange. The weighted average share price of the last quarter of 2001 was 9.53 euros and 9.01 euros for the old and new shares respectively. At year end the share price was 10 euros. The shares of the Grupo Concesionario del Oeste, S.A. are traded on the Buenos Aires Stock Exchange. The weighted average share price for the last quarter was 1.16 Argentine pesos. At year end the quoted share price was 1.2 Argentine pesos. made to companies when the shareholding exceeded 10%, and on successive acquisi- tions in multiples of 5% of the capital. These acquisitions were also notified to the Comisión Nacional del Mercado de Valores (Spanish Securities Commission). In accordance with article 86 of RDL 1564/1989 the required notifications were 807,066 18,214 Annual Accounts 71 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 t h o u s a n d s o f e u r o s ) Company Reg. Office Activity % Indirect holding Share Capital Reserves 2001 Results Through ACESA ITALIA Schemaventotto, S.p.A. Autostrade, S.p.A. (2) Through HOLDAUCAT Calmaggiore 23 Treviso (Italy) Holding Co. of shares in concessionary Via A. Bergamini 50 Roma (Italy) Toll highway concession holder 12.83 1,315,141 18,211 22,618 3.85 615,241 1,135,132 383,370 Autopistes de Catalunya, S.A. (Aucat) Tuset 5-11 Barcelona Toll highway concession holder 77.73 78,682 5,635 16,420 Through IBERACESA, S.L. Isgasa, S.A. Alazor Inversiones, S.A. Accesos de Madrid, C.E.S.A. Tacel Inversiones, S.A. Pl. Gal·la Placídia 1-3 Barcelona Engineering services Rozabella 6 Las Rozas. Madrid Rozabella 6 Las Rozas. Madrid Holding Co. of shares in concessionary Toll highway concession holder Hórreo 11 Santiago de Compostela Holding Co. of shares in concessionary Autopista Central Gallega, C.E.S.A. Hórreo 11 Santiago de Compostela Toll highway concession holder Through SABA Societat d’Aparcaments de Figueres, S.A. (Fiparc) Societat Pirenaica d’Aparcaments, S.A. (Spasa) Societat d’Aparcaments de Terrassa, S.A. (Satsa) Saba Italia, S.p.A. Av. Diagonal 458 Barcelona Pau Casals 7 Andorra la Vella (Andorra) Pl. Vella, subsuelo Terrassa Via delle Quattro Fontane 15 Roma (Italy) Car parks Car parks Car parks Car parks 50.00 61 14 1,549 11.67 141,300 11.67 141,300 9.00 28,550 9.00 28,550 - - - - 55.84 2,560 50.26 301 669 77 -22 - -9 - 157 -97 49.16 8,708 235 531 33.50 28,600 7,161 1,369 Rabat Parking, S.A. Rue de Larache 8 Rabat (Morocco) Car parks 28.48 20 (1) Spel-Sociedade de Parques de Estacionamento, S.A. Lugar do Espino Via Norte 4470 Porto (Portugal) A través de A.P. LOGÍSTICA Car parks 27.92 6,000 -1 (1) 178 - 646 Centro Intermodal de Logística, S.A. (Cilsa) Portal de la Pau 6 Barcelona Promotion and operation of logistics areas 19.05 12,993 11,663 792 A través de ACESA TELECOM Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) Motors 392 L´Hospitalet de Llobregat Barcelona Telecommunication infrastructure operator Adquisición de Emplazamientos, S.L. (Adesal) Motors 392 L´Hospitalet de Llobregat Barcelona Telecommunication infrastructure operator (1) Figures in millions of dirhams. (2) Company listed on the Milan Stock Exchange. 94.99 131,488 -3,186 -8,172 100.00 3 - -1 72 Annual Accounts b ) L o n g - t e r m s h a r e p o r t f o l i o Increase of investment in Port Aventura, S.A. and Uspa Hotel Ventures I, S.A. through increases in capital of 83 thousand euros and 105 thousand euros respectively. c ) E x c h a n g e r a t e h e d g i n g In the year 2000 hedging transactions were undertaken against the exchange rate risk associated with the investment in the Argentinean company Grupo Concesionario del Oeste, S.A. The financial instruments used are as follows: • Transactions without the exchange of principal on expiry (Non Delivery Forward). The nominal value of all these transactions 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 transactions is USD 120.6 million, with expiry between 7 and 22 December 2003. During 2001 the period of these operations has been extended, with the new ex- piries in October 2005. The premiums paid up front for the hedging transactions are accounted for on a linear basis over the period of the transaction (see note 4.e). The results of the cross currency interest rate swap are recorded as financial income or expense over the period of the operation. The exchange rate differences arising from the exchange of euros in these transactions will be recorded on the cancellation or settlement of the hedging transaction. The unrealised gain at 31 December 2001 between the exchange rate on that date (the exchange rate for the Argentine peso is taken as 1.7 pesos / 1 US dollar, being the first rate in the market after the balance date) and the effective exchange rate corresponding to these hedges totals 60,363 thousand euros. 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 deposits held by the company during 2001 was 3.54%. During 2001 credit lines to Group companies have been arranged for an amount of 90,050 thousand euros, at market interest rates. The outstanding balance at 31 December 2001 is 81,812 thousand euros. N O T E 8 . E q u i t y The amount and movements in equity for the year ended 31 December 2001 were as follows: Share capital Revaluation reserve RDL 7/1996, of 7 June Legal reserve RD 1564/1989 Voluntary reserves Profit for the year Interim dividend Total Balance at 31.12.00 834,671 645,636 108,264 26,422 156,460 -63,542 1,707,911 Distribution of profit for year - - 15,646 15,402 -156,460 63,542 -61,870 Other Balance at movements 31.12.01 41,734 -41,734 - - 164,762 -66,719 98,043 876,405 603,902 123,910 41,824 164,762 -66,719 1,744,084 Annual Accounts 73 Notes to the annual accounts Acesa a ) S h a r e c a p i t a l The share capital of Acesa is made up of 292,134,982 shares, each with a nominal value of 3 euros, being those entered in the share register. The shares are fully subscribed and paid up, being all of the same class and series. At 31 December 2001 the most significant shareholdings were 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. % 27.2 10.0 7.6 5.2 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 indices. Options on shares in the company are traded on the Spanish equity futures market (MEFF Renta Variable). During the 2001 financial year, by agreement of the Annual General Shareholders’ Meeting of 8 May, the company increased free floating capital with a charge against the Revaluation Reserve Account of Royal Decree 7/1996 dated 7 June. One share was issued for each 20 existing shares, a sum of 41,734 thousand euros, and a final dividend for the year 2000 of 37 pesetas gross (0.222 euros) per share was approved, totalling 61,870 thousand euros. The Board of Directors was authorised by the Annual General Meeting of 23 May 2000 to increase share capital, by one or more capital issues, up to a maximum amount of 417,336 thousand euros, during the five years to 23 May 2005. This power remains 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 e 7 / 1 9 9 6 , o f 7 J u n e This reserve originates from the revaluation of the fixed assets in the balance sheet by virtue of Article 5 in the above legislation. With three years having passed since the balance date when the revaluation was made without an examination by the Tax Administration, the revaluation operations are deemed to be correct and the balance of the account accepted for the Tax Inspection, and accordingly the balance is available for distribution to: • Offset book losses • Increase share capital • Reserves freely available for distribution, ten years from the date of the balance sheet containing the revaluation operations. c ) L e g a l r e s e r v e In accordance with the Revised Text of the Companies Law, 10% of the annual profits should go to the legal reserve so that this reserve reaches at least 20% of the capital. The legal reserve cannot be distributed to shareholders unless the company is wound up. The legal reserve can be used for increases in capital, provided the funds used come from the balance exceeding 10% of the capital at the increased amount. Apart from the purpose mentioned above, whilst this reserve does not exceed 20% of the share capital, it can only be used to compensate losses when there are no other reserves available for this purpose. 74 Annual Accounts 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 2001 were as follows: Reversion fund (see note 4.g) Other provisions (see notes 4.h) and 12.c) Retirement fund and other Balance at 31.12.00 742,038 20,591 personnel related liabilities (see note 4.i) and 4.j) Total 270 762,899 Other Balance at Increase Decrease movements 54,664 3,546 90 58,300 - -438 -360 -798 - 21,088 - 21,088 31.12.01 796,702 44,787 0 841,489 N O T E 1 0 . I s s u e o f b o n d s a n d l o a n 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 shows the position at year end, 2001: 1st Issue of bonds, 19.10.00 2nd Issue of bonds, 19.10.00 3rd Issue of bonds, 19.10.00 Total non convertible bonds Syndicated loan, 28.07.00 Loan, 27.03.01 Loan, 17.04.01 Loan, 28.11.01 Loan, 29.12.01 Total loans Total long-term Syndicated loan, 12.06.97 Credit policies Total short-term Years 5 10 15 60,000 4-6 5 6 5 5 Nominal Balance available 20,000 20,000 20,000 60,000 210,354 30,000 60,000 40,000 40,000 380,354 20,000 20,000 20,000 210,354 30,000 60,000 40,000 40,000 380,354 440,354 440,354 48,081 314,273 48,081 197,143 362,354 245,224 Total bonds and loans with credit institutions 802,708 685,578 During 2001 various operations were arranged to provide the necessary financing for the investments undertaken: • In March a long-term loan for 30 million euros was arranged, which at 31 December 2001 had been fully taken up. • In April another loan for a 6-year period was negotiated for an amount of 60 million euros, which was also fully taken-up. • In November and December two long-term operations were arranged, both for 40 million euros and maturity in five years. • The syndicated loan arranged in June 1997 for PTAs 8,000 million (48,081 thousand euros) is now classified as short-term financing, given that it matures in April 2002. Part of the loan and credit operations that are included as loans with credit institutions at 31 December 2001 were arranged with financial institutions that are shareholders in the company. The annual interest rate of the bonds issued and long-term loans with credit institutions is Euribor plus 0.40 to 0.50%. Annual Accounts 75 Notes to the annual accounts Acesa As far as short-term credit lines available, operations totalling 102,172 thousand euros have been cancelled and new operations totalling 98,030 thousand euros negotiated, reducing the total credit by 4,142 thousand euros. As a result of these operations, the nominal value of current operations at 31 December 2001 was 802,708 thousand euros, of which 685,578 thousand euros had been taken up. This represents an increase in debt over the previous year end of 141,047 thousand euros. The company has entered two interest rate swaps (IRS) for an amount of 20 million euros each, which mature on 19.10.2005 and 28.05.2006 respectively. N O T E 1 1 . T a x s i t u a t i o n The company calculates tax on a consolidated fiscal basis with respect to the company tax on two subsidiary companies (Acesa Promotora Logística, 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 tax Permanent differences Timing differences - arising during the year - from previous years Tax assessment base 248,873 10,898 948 -471 260,248 The company tax payable, calculated at 35% of the tax assessment base, is reduced by 6,808 thousand euros, due to deductions arising from double imposition on dividends, staff training and other deductions. At year end 59,917 thousand euros had been paid on account against the amount due for Company Tax. The company’s tax declarations of the last 4 years are open to inspection for all of the taxes that it is subject to. The company has been issued the corresponding assessments from the inspection based on examinations made between 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 outcome of the appeal is known, is adequately provisioned. Furthermore, due to different possible interpretations of the tax regulations applicable to certain operations, there are specific fiscal liabili- ties of a contentious nature. Nevertheless, the amount of tax that might be payable would not have a material affect on these 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 ) The net operating income for the 2001 financial year was 421,720 thousand euros, a 6.6% increase on the previous year. Of this amount, 127,902 thousand euros was cash toll income, 273,452 thousand euros was toll income paid electronically, 30,626 thousand euros came from Public Administration compensation payments, less 10,260 thousand euros deducted for rebates and discounts on tolls. The company has not registered the income due in the years 2000 and 2001 corresponding to the highway toll review by the State in the year 2000, being an amount of approximately 17,391 thousand euros which the Minister of Works did not authorise. The company has appealed this unauthorised increase in the courts. 76 Annual Accounts b ) Personnel. The average number of employees is as follows: Permanent staff Temporary staff Total 1,132 167 1,299 The average number of employees has been calculated taking a base figure of 1,826 hours/year per person, with employees working full days, as agreed under the current collective agreement signed in 1998 and valid for 4 years. c ) Extraordinary expenses. Basically includes transfer to other provisions for liabilities and expenses (see note 9). N O T E 1 3 . C o m m i t m e n t s • At the close of 2001 the company has commitments to increase its holdings in Autema and Túnel del Cadi and in Aucat (through Holdaucat, 100% owned by Acesa) for a sum of 148,130 thousand euros, which are expected to be realised during the course of 2002. • Acesa Promotora Logística, S.A. (100% owned by Acesa) has commitments with the other partners of Cilsa to increase its holding up to 32% in 2002 for an amount of 12,700 thousand euros. • In the agreement related to the takeover of the company that previously held the concession for the Montmeló-el Papiol stretch, the com- pany acquired the commitment to pay 6,010 thousand euros to the State during each of the last five years of the concession’s duration. Up to 1997 a total of 9,077 thousand euros had been returned, derived from the excess toll income obtained on the Montmeló-el Papiol stretch, over and above the financial forecasts submitted to the merger negotiation committee, which were treated as an advance payment. In the agreement signed with the State and the Catalan Government on 23 October 1998, it was established that the outstanding balance of 20,973 thousand euros would be paid in equal parts over the last five years of the extended concession. Subsequently, the agreement reached with the Ministry of Works on 8 April 1999, which considers the application of various rebates for travel between 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 the rebates applied by the company will reduce the amount of the outstanding balance. In this financial year the rebates applied totalled 1,146 thousand euros, and the total for rebates between 1999 and 2001 is 2,643 thou- sand euros (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 Acesa invested 2,400 thousand euros in 2001 to improve the environment, with funds destined to the following activities: • Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on-ramps and off-ramps. • Cleaning up and clearing of slopes with thick forestry vegetation and/or in semi-urban or urban zones to avoid the risk fires on the one hand, and improve the visual appearance on the other. • Restoration and improvement of marginal areas destroyed by fires through resowing native trees. This will lead to an improved landscape, whilst also contributing to increase the forestry value of the highway. • Installation of screens to reduce the visual impact and noise at certain points of the highway. • Studies and projects to evaluate the impact of the evolution of traffic on the environment around the highway. Acesa also contributed the sum of 902 thousand euros in 2001 to the Castellet del Foix Foundation, whose principal objective is the pro- motion of studies on the repercussion of major infrastructures on the environment, economy and demography. Annual Accounts 77 Notes to the annual accounts Acesa N O T E 1 5 . O t h e r i n f o r m a t i o n a ) Annual remuneration of the directors for their management as members of the Company’s Board of Directors is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends and transfers to reserves are covered, and the Law establishes that it should not exceed, under any circumstances, one percent of the profits. The Board of Directors may distribute this sum amongst its mem- bers in the form and amount it decides. Total remuneration of the directors in the year was 1,468 thousand euros, less than the statutory limit, of which 1,312 thousand euros cor- responded to fees and expenses and 156 thousand euros to other payments, travel expenses, insurance premiums and pensions. Acesa does not use any remuneration system linked to the evolution of the company’s shares in the stock market for any of its employees or any members of the Board of Directors. b ) Law 24/2001 on Fiscal, administrative and social order measures, dated 27 December 2001, which enforced the sentence of the European Supreme Court of Justice of 18 January 2001, increased the value added tax (IVA) rate from 7% to 16%, being the rate applic- able to motor vehicles on the toll highways. The Ministerial Order of 27 December 2001 adjusted the rates of the concessions overseen by the General Administration of the State, authorising the tolls that could be applied on the distinct stretches from 1 January 2002, which include the Value Added Tax (IVA) calculat- ed at 16% for all vehicles, applying the measures set out in Law 24/2001 as cited above. The Catalan Government in Decree 76/2001 of 20 March, rolled over the existing toll rates on the concessions under its jurisdiction. Subsequently, through Decree 351/2001 of 24 December, the Catalan Government abolished the extension to the existing rates, effective from 1 January 2002, establishing the compensation due to the concession holder for the lost income from 1 April 2001 to 31 December 2001 resulting from no annual rate increase. At the same time, to avoid the impact of the increase in VAT established by Law 24/2001, Decree 351/2001 approved rate rebates for the category of vehicles previously subject to VAT of 7%, establishing the corresponding compensation to the concession holder for the result- ing differences in income. c ) The extension of the highway C-32 (A-19), on the stretch Palafolls- Conexión Carretera GI-600, is pending the resolutions of the con- ceding Administration for the start of the distinct works involved. 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 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 which 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 company has guarantees to third parties for a total amount of 321,230 thousand euros, which principally corres- pond to guarantees given by financial institutions to Administrations on investments committed by group companies. It is not expected that these guarantees would cause any unexpected material losses. 78 Annual Accounts N O T E 1 6 . S u b s e q u e n t e v e n t s At the time of presenting the annual accounts it is estimated that there has been no material change owing to the devaluation of the Argentine currency and the investment held in the company Grupo Concesionario del Oeste, S.A. (see note 6.a), and consequently: • Although in the days prior to presentation the exchange rate for the Argentine peso oscillated around 1 US dollar / 2 Argentine pesos, as indicated in notes 4.d) and 6.c) the exchange hedges associated with this investment remain in place, with the purpose of eliminating the exchange rate risk. • In accordance with Decree No. 214/2002 of the Rearrangement of the Financial System issued by the Government of the Republic of Argentina, the debts in foreign currency (US dollars) that the company Grupo Concesionario del Oeste, S.A. has with the financial system are converted to pesos at the rate of 1 Argentine peso to 1 US dollar (reserving the right to apply a stabilisation reference rate to those debts within six months) and, consequently the company’s patrimonial structure remains unchanged from that at the close of 2001. • In accordance with Decree No. 293/2002 dated 12 February, of the Republic of Argentina, the Ministry of Economy is entrusted to re- negotiate the public works and services contracts, which include the highway concessions, to ensure continuity in the provision of these services and the viability of the service providers. 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 Financial Plan of the company, which reflects modifications owing to the implemen- tation of the Order dated 10 December 1998 that approved the terms of adaptation in the General Accounting Plan for concessionaire com- panies of highways, tunnels, bridges and other toll routes. This Plan includes the forecast evolution of distinct variables that are used in the projection (traffic, inflation, interest rates, etc.), using vari- ables which are considered reasonable and coherent taken as a whole and does not foresee deferral of financial expenses. Annual Accounts 79 Notes to the annual accounts Acesa 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 f u n d s ( i n t h o u s a n d s o f e u r o s ) Source Resources from operations Net profit for the year Charge for depreciation of fixed assets Charge to investment provision Charge for amortisation of expenses allocated over different periods Charge to reversion fund Losses on intangible assets Losses on fixed assets Pension fund and other personnel liabilities Charge to provision for liabilities and expenses Long-term debts Bond issues Loans Transfer of investments Investments: Other financial investments Provision for liabilities and expenses Total sources Applications Acquisition of fixed assets Start up costs Intangible assets Fixed assets Investments: Group companies Other financial investments Dividends Transfer from long-term to short-term debts Deferred expenses Pending payments not yet demanded Provisions for liabilities and expenses Total applications Excess of sources over applications/(Applications over sources) Increase/(decrease) in working capital Change in working capital Increase (decrease) in working capital Inventories Receivables Short-term investments Treasury Prepayments and accruals (Increase)/decrease in current liabilities Short-term creditors Change in working capital 80 Annual Accounts 2001 2000 164,762 9,568 8,138 6,387 54,664 580 98 90 3,546 247,833 0 170,000 73 21,088 438,994 129 2,614 33,028 156,966 188 128,589 48,081 0 53 798 370,446 156,460 9,081 58 2,309 51,080 0 76 361 2,127 221,552 60,000 210,354 0 0 491,906 145 2,772 21,718 407,089 10,975 122,466 24,735 26,208 0 9,958 626,066 68,548 -134,160 71 24,093 64,746 -1,198 -17 87,695 -19,147 68,548 370 47,010 17,072 899 38 65,389 -199,549 -134,160 5.4. Management report 2001 Acesa The year 2001 was marked by the economic slowdown that began in the fourth quarter of 2000, accompanied by the great uncertain- ty resulting from the events in the United States on 11 September 2001. The effects of these tragic incidents were felt not only in the United States economy, but also in the European. However, the adoption of monetary policy measures has absorbed the threat of greater consequences on the economy and enabled the outlook for a recovery in growth rate during 2002 to remain. With respect to the Spanish economy, the rate of GNP increase has remained above the European average, in spite of the economic slowdown and numerous reductions in growth forecasts, ending the 2001 year at 2.8%. In December 2000, Law 14/2000 on fiscal, administrative and social order measures established the new parameters and method of reviewing toll rates applicable from 1 January 2001 for toll highways under the General Administration of the State. This revision result- ed in an increase of 2.24%. In March 2001, the Decree 76/2001 roll-over the rates and tolls applicable on highways and other toll routes under the Catalan Government. However, on 1 January 2002, the rates were increased by 3.47%, cancelling the rate extension established in Decree 76/2001. The Catalan Government will compensate for the period 1 April to 31 December 2001 when no increase was applied. Despite the fall in the level of consumer confidence, other indicators related to the company’s activities recorded significant increases over the previous year, such as motor vehicle matriculations, which rose 4%. During the year traffic rose by 4.8% over the previous year, reaching an average daily traffic (ADT) of 35,842 vehicles. Net turnover for Acesa rose 6.6% on the year 2000, to 422 million euros. Total operating income was 438 million euros, an increase of 7.8%, and operating expenses rose 6.7% to 168 million euros, 65 million corresponding to amortisation and transfers to the reversion fund. Operating profit rose 8.6% with respect to 2000, to 270 million euros. Financing costs rose 133% due to the increase in the average debt level by 93% and the timing differences with exchange rate hedges contracted at the end of the previous year, recording a net financial loss of 20 million euros. Extraordinary expenses of 1.5 million euros were recorded, a decline of 8.3% on the previous year. Profit before tax reached 249 million euros, and net profit of 165 million was recorded after deducting 84 million euros for company tax, an increase of 5.3%. During the year 29 million euros were invested in the highway network, principally in improvements in communications, tollgate areas and safety systems, 35 thousand euros in highway construction and 4 million euros in other fixed assets. In the development of the Autopistas Group, 157 million euros was invested during the year. The major investment of 122 million was focused on consolidating leadership in the sector, with the acquisition of shareholdings in toll highway concessions that are already active. In September 2001 Acesa acquired 6.07% of Ibérica de Autopistas, S.A. Concesionaria del Estado (Iberpistas) for the sum of 38 million euros, raising its shareholding to 8.07%. In December it invested 84 million euros to acquire 18.06% of the capital of Autopistes de Catalunya, S.A. Concessionària de la Generalitat de Catalunya (Aucat), raising its holding to 77.73% of the share capital, 35.39% of the Túnel del Cadí, Societat Anònima Concessionària and 10.05% of the Autopista Terrassa-Manresa, Autema, S.A. Furthermore, there are agreements to increase these three shareholdings to 100%, 37.19% and 22.33% respectively. Of special note in the logistics sector was the investment of 14 million euros in the increase of capital for Acesa Promotora Logística, S.A. (100% owned by Acesa), which acquired 19.05% of Cilsa (Centro Intermodal de Logística, S.A.) at the end of the year, with the provision to increase this shareholding during 2002 to 32%. Cilsa promotes and manages the logistics zone of the port of Barcelona, with the first phase operative and fully occupied, and a second phase to be developed following the redirection of the Llobregat river, with plans for the construction of 400,000 square metres of warehousing and 150,000 square metres of offices. In the telecommunications sector, the investment of 20 million euros in Acesa Telecom through two increases in capital in the months of June and December should be noted. This company increased its shareholding in Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) to 94.99% at the close of the financial year. On the liabilities side, shareholders’ funds rose to 1,744 million euros, of which 876 million is share capital. During 2001 share capital was increased through a bonus issue, approved by the Annual General Meeting in May. In spite of the financial crisis in Argentina, the subsidiary Grupo Concesionario del Oeste, S.A. recorded a profit for the year and the effects of the devaluation on the company’s investment are covered by the exchange rate hedges that Acesa has contracted. The company has not carried out, either directly or indirectly, any trading in its own shares. The company negotiated four long-term loans totalling 170 million euros during the year, which had been fully taken up by year end. Annual Accounts 81 Management report 2001 Acesa The company has continued to participate actively during the year in different initiatives that were carried out in various areas to devel- op a common teletoll system. The effort in the field of new technologies continued to be focused on greater development of the communications system, increasing the fibre optic lines, and improvements in signage, safety barriers and the on and off-ramps through the construction of a new off-ramp in Vilafranca Centro, improving client safety. The commitment to develop human resources was reflected in the organisation of numerous training courses, various social activities, increasing resources for internal communications and modernising infrastructures to guarantee the safety of employees. Regarding events subject to balance date, the information in note 16 of this annual report refers to the investment in Argentina. 82 Annual Accounts Informe auditoria independiente 5.5. Consolidated balance sheet Acesa Group C o n s o l i d a t e d b a l a n c e s h e e t o f t h e A c e s a G r o u p a t 3 1 D e c e m b e r ( i n t h o u s a n d s o f e u r o s ) A S S E T S Fixed Assets Start up costs Intangible fixed assets Research and development Computer software Administrative concessions Goodwill Studies and projects Others Amortisation Fixed assets Highway investments Land and natural assets Buildings and other constructions Machinery and vehicles Installations, tooling and furniture Other fixed assets Other fixed assets under construction Depreciation Investments Investments in subsidiaries 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 credits Treasury accounts Cash Banks and credit institutions Prepayments and accrued income Total assets 84 Annual Accounts 2001 3,733,552 11,612 82,361 8,103 13,014 49,163 44,000 285 109 -32,313 3,262,601 3,058,228 3,510 246,397 146,966 50,999 20,363 11,710 -275,572 376,978 308,762 39,382 1,287 31,434 -3,887 213,251 105,714 214,796 8,991 8,991 0 170,556 7 45,090 81,507 16,049 123 28,999 -1,219 17,648 14,491 153 3,004 17,285 982 16,303 316 4,267,313 2000 3,668,484 2,344 84,388 5,974 10,331 47,312 44,000 1,695 108 -25,032 3,312,913 3,142,368 3,276 211,196 111,458 45,569 11,600 24,335 -236,889 268,839 219,610 38,567 655 13,168 -3,161 101,968 109,270 211,598 7,068 7,182 -114 133,143 0 26,234 48,724 9,839 138 48,466 -258 51,115 40,003 144 10,968 19,755 2,861 16,894 517 4,091,320 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 1564/1989 Voluntary reserve Reserves in fully consolidated companies Reserves in companies consolidated by equity accounting Conversion differences Profit or loss attributed to parent company Consolidated profits Profits attributed to minority interests Interim dividend Minority interests Negative consolidation differences Deferred income Provisions for liabilities and expenses Pension fund and other personnel related liabilities Reversion fund Other provisions Long-term creditors Bond issues Non convertible bonds Amounts due to credit institutions Loans Unpaid calls on share capital of Group companies Other creditors Short-term creditors Bond issues Interest on bonds Amounts due to credit institutions Loans Interest on loans Creditors Trade creditors Other creditors Non-trade creditors Public treasury Accrued payroll expenses Other debts Deposits and guarantees received Accruals and deferred income 2001 1,764,752 2000 1,721,473 876,405 603,902 603,902 155,525 123,910 31,615 21,890 1,855 -54 171,948 193,844 -21,896 -66,719 144,476 22,730 20,725 893,201 0 830,288 62,913 864,538 60,000 60,000 768,332 768,332 0 36,206 556,891 505 505 405,169 398,536 6,633 78,859 64,706 14,153 71,733 45,026 6,408 16,535 3,764 625 834,671 645,636 645,636 127,055 108,264 18,791 16,071 -1,178 0 162,760 172,959 -10,199 -63,542 177,238 15,079 11,281 813,133 270 772,872 39,991 922,157 60,000 60,000 816,540 816,540 54 45,563 430,959 673 673 292,681 277,505 15,176 58,834 41,897 16,937 77,994 46,344 5,932 21,721 3,997 777 Total liabilities 4,267,313 4,091,320 Annual Accounts 85 5.6. Consolidated profit and loss account Acesa Group 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 o f t h e A c e s a g r o u p a t 3 1 D e c e m b e r ( i n t h o u s a n d s o f e u r o 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 operating expenses External services Taxes Allocation to reversion fund Total operating expenses Operating profit Financial expenses Total financial expenses Amortisation of goodwill on consolidation 2001 119,238 95,900 22,955 383 66,127 -114 165,912 96,077 12,419 57,416 351,163 358,709 70,134 70,134 5,539 2000 88,313 69,495 17,291 1,527 36,788 307 128,412 67,193 7,272 53,947 253,820 295,745 28,734 28,734 1,178 Profit from ordinary activities 295,396 272,582 Losses on disposal of fixed assets and extraordinary expenses Consolidated profit before Corporation Tax Corporation Tax Consolidated profit for the year Profit attributed to minority interests Profit attributed to parent company 15,270 286,035 92,191 193,844 21,896 171,948 13,865 259,625 86,666 172,959 10,199 162,760 86 Annual Accounts I N C O M E Net revenue Toll income Toll discounts and rebates Services Improvements to fixed assets Other operating income Related income and other management fees 2001 681,488 591,502 -24,699 114,685 6,324 22,060 22,060 2000 531,144 474.546 -21.540 78.138 2,007 16,414 16.414 Total operating income 709,872 549,565 Other interest and related income Total investment income Loss from financial operations Share in profit and loss of companies consolidated by equity accounting Profit on disposal of fixed assets and extraordinary income Extraordinary loss 6,971 6,971 63,163 5,389 5,909 9,361 3,498 3,498 25,236 3,251 908 12,957 Annual Accounts 87 5.7. Notes to the consolidated annual accounts Acesa Group 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 Acesa Group have been obtained from the consolidation of the parent company, Autopistas, Concesionaria Española, S.A. (Acesa) 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 ( t h o u s a n d s o f e u r o s ) Company Reg. Office Activity 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 Share Capital % Shareholding Company holding direct indirect indirect investment Highway operations Holdaucat, S.L. Pl. Gal·la Placídia 1 Barcelona Holding Co. of shares 58,964 in concessionary 100.00 - - Autopistes de Catalunya, S.A. (Aucat) Tuset 5-11 Barcelona Grupo Concesionario del Oeste, S.A. (GCO) (1) Ruta Nacional nº 7 km 25,92 Ituzaingó (Argentina) Toll highway concessionary Toll highway concessionary 78,682 81,126 (2) 48.60 - 77.73 Holdaucat Car parks Saba Aparcamientos, S.A. (Saba) (3) Av. Diagonal 458 Barcelona Societat d’Aparcaments de Figueres, S.A. (Fiparc) Av. Diagonal 458 Barcelona Societat Pirenaica d’Aparcaments, S.A. (Spasa) Societat d’Aparcaments de Terrassa, S.A. (Satsa) Saba Italia, S.p.A. Rabat Parking, S.A. Telecommunications Acesa Telecom, S.A. Pau Casals 7 Andorra la Vella (Andorra) Pl. Vella, Subsuelo Terrassa Via delle Quattro Fontane 15 Roma (Italy) Rue de Larache 8 Rabat (Morocco) Car parks 18,886 55.84 Car parks Car parks 2,560 301 Car parks 8,708 Car parks 28,600 Car parks 20 (5) - - - - - - - 55.84 50.26 49.16 33.50 - - Saba Saba Saba Saba 28.48 Saba Pl. Gal·la Placídia 1 Barcelona Telecommunication services 149,236 100.00 - - Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) Motors 392 L´Hospitalet de Llobregat Barcelona Operator of telecommunications infrastructures 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 131,488 - 94.99 Acesa Telecom Highway operations Acesa Italia, S.R.L. Services and logistics Acesa Promotora Logística, S.A. Telecommunications Via delle Quattro Fontane 15 Roma (Italy) Holding Co. of shares 20,400 in concessionary 100.00 Pl. Gal·la Placídia 5 Barcelona Logistics and technical support 18,000 100.00 - - - - Adquisición de Motors 392 Operator of 3 - 94.99 Tradia Emplazamientos, S.L. L´Hospitalet de telecommunications (Adesal) Llobregat Barcelona infrastructures 88 Annual Accounts A s s o c i a t e d c o m p a n i e s ( t h o u s a n d s o f e u r o s ) Company Reg. 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 Company holding direct indirect indirect investment Highway operations Iberacesa, S.L. Isgasa, S.A. Alazor Inversiones, S.A. Pº Castellana 51 Madrid Holding Co. of shares 32,229 in concessionary Pl. Gal·la Placídia 1-3 Barcelona Engineering services 61 Rozabella 6 Las Rozas. Madrid Holding Co. of shares 141,300 in concessionary Accesos de Madrid, C.E.S.A. Rozabella 6 Las Rozas. Madrid Toll highway concessionary 141,300 Tacel Inversiones, S.A. Hórreo 11 Santiago de Compostela in concessionary Holding Co. of shares 28,550 Autopista Central Gallega, C.E.S.A. Hórreo 11. Santiago de Compostela concessionary Toll highway 28,550 Túnel del Cadí, S.A.C. Carretera de Vallvidrera Toll highway a St. Cugat km 5,3 Barcelona concessionary Autopista Terrassa-Manresa, Gran Via de les Corts Autema, Concessionària de Catalanes 680 la Generalitat de Catalunya, Barcelona S.A. (Autema) Toll highway concessionary 105,504 35.39 81,894 10.05 Pío Baroja 6 Madrid Toll highway concessionary 176,027 8.07 50.00 - - - - - - - 50.00 Iberacesa 11.67 Iberacesa 11.67 9.00 9.00 - - - Alazor Inversiones Iberacesa Tacel Inversiones - - - Calmaggiore 23 Treviso (Italy) Holding Co. of shares 445,536 in concessionary 615,239 - - 12.83 Acesa Italia 3.85 Schemaventotto Ibérica de Autopistas, S.A. Concesionaria del Estado (Iberpistas) (6) Schemaventotto, S.p.A. Autostrade, S.p.A. (4) Auto-Estradas do Atlântico, S.A. Auto-Estradas do Atlântico II CS, S.A. Car parks Via A. Bergamini 50 Roma (Italy) Praça Marquês de Pombal 1-8. Lisboa (Portugal) Praça Marquês de Pombal 1-8. Lisboa (Portugal) Toll highway concessionary Toll highway concessionary Toll highway concessionary 55,000 10.00 50 10.00 - - - - Spel-Sociedade de Parques de Estacionamento, Via Norte 4470 Porto S.A. Lugar do Espino (Portugal) Car parks 6,000 - 27.92 Saba Logistics services Parc Logístic de la Zona Franca, S.A. Areamed 2000, S.A. Calle 60 nº 19 Pol. Industrial de la Zona Franca. Barcelona logistics parks Promotion and operation of Via Augusta 21-23 Operation of Barcelona service stations Centro Intermodal de Logística, S.A. (Cilsa) Portal de la Pau 6 Barcelona Promotion and operation of logistics parks 23,742 50.00 70 50.00 - - - - 12,993 - 19.05 Acesa P. Logística (1) Company listed on the Buenos Aires Stock Exchange. Company holds 57.6% of the voting rights. (3) Company listed on the Barcelona and Madrid Stock Exchanges. (5) Figures in millions of dirhams. (6) Company listed on the Stock Exchange. (2) Figures in thousands of Argentine pesos. (4) Company listed on the Milan Stock Exchange Annual Accounts 89 Notes to the consolidated annual accounts Acesa Group The consolidated annual accounts, which have been prepared from the accounting records of Acesa and its subsidiary companies, whose annual accounts are prepared by the Directors of each company, are presented in accordance with the General Accounting Plan and the rules of adaptation in the General Accounting Plan for highways, tunnels and other toll routes applicable to highway concessionary comp- anies. All the companies within the consolidated group work to a financial year end at 31 December. The required adjustments and reclassifications have been made to standardise the accounting policies in those cases where there are sig- nificant differences with the parent company, to ensure a true and fair representation of the Group. All the balances and significant trans- actions between the consolidated companies have been eliminated in the consolidation process. The consolidation methods applied to prepare the consolidated annual accounts are as follows: • Fully consolidated: Used for those companies where Acesa directly or indirectly holds a majority position of more than 50% of the share capital or voting rights, maintains control over management and administration, and which represent a significant interest with respect to presenting a true and fair view of the consolidated accounts. The value of the share of minority shareholders in the capital and profit and loss account of fully consolidated subsidiary companies are included under Minority interests in the liabilities of the consolidated balance sheet, and Profits attributed to Minority interests in the con- solidated profit and loss account, respectively. • Consolidated by equity accounting: Used for those companies in which the direct or indirect shareholding is greater than 20% (3% if publicly listed) and less than 50% of the share capital; those companies where the holding is less than 20% but there is a significant influ- ence in the management; and those companies where the holding is 50% or more, but the interest is not significant with respect to present- ing a true and fair view of the consolidated accounts. The most significant changes in the consolidation perimeter during 2001 are as follows, the majority finalised at the end of the financial year: • Acquisition of 6.07% of Iberpistas, raising the shareholding of Acesa to 8.07%. • Increase of shareholding in Aucat by 18.06% ( 7.11% through the acquisition of 10.94% of Holdaucat). The shareholding of Acesa at year end was 77.73%. • Acesa, through Acesa Promotora Logística, acquired 19.05% of Cilsa (Centro Intermodal de Logística, S.A.) in 2001. • Acesa Telecom, S.A., 100% owned subsidiary of Acesa, increased its shareholding in Tradia from 87% to 94.99%. • Acquisition of 10.05% of Autema. • Acquisition of 35.39% of the Tunel del Cadí. The process of adopting the single European currency has made it necessary to adapt the financial information that the companies must report. In particular, the conversion of the financial statements expressed in pesetas to the single currency has been done applying the Rules on Accounting Matters related to the Introduction of the euro approved by Royal Decree 2814/1998, dated 23 December. With the aim of fully complying with the information requirements from 1 January 2002 established by the above rules, the company has decided to express its annual accounts at 31 December 2001 in thousands of euros. The amounts corresponding to the 2000 financial year have been con- verted to euros for comparative purposes. For comparative purposes, it should be noted in the profit and loss account that this is the first full year of consolidation for the companies Tradia and GCO. 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 the annual accounts are as follows: a ) C o n s o l i d a t i o n g o o d w i l l Corresponds to the difference between cost and book value of parent company share holdings in subsidiary companies on the date of first consolidation, or the amount of latent capital gains on acquisition, when applicable. Goodwill is amortised systematically over a maximum period of twenty years, or, in the case of toll highway concessions, over the remain- ing life of the concession, given that this period is a better match for generating the required resources for recovery. 90 Annual Accounts b ) N e g a t i v e d i f f e r e n c e s o n f i r s t c o n s o l i d a t i o n In the case of shares whose purchase price at the time of acquisition was below the book value of the investment, this difference is treated as a negative difference on first consolidation, being applied over the useful life of the assets of the company where the difference arises. c ) C o n v e r s i o n o f f i n a n c i a l s t a t e m e n t s i n f o r e i g n c u r r e n c i e s o f f o r e i g n c o m p a n i e s Financial statements in foreign currencies for subsidiary companies based in foreign countries are converted to euros using the exchange rate at close: • Capital and reserves are converted at the historical exchange rates. • Entries in the profit and loss account have been converted applying the average exchange rate for the period. • The other entries in the balance sheet have been converted at the exchange rate at close. The differences arising from this conversion (corresponding to the investment in GCO) are shown separately in the movements of the distinct balance sheet items detailed in the notes to these annual accounts. The exchange rate at close of the Argentine peso applied in the consolidation of the financial statements of GCO was 1 US dollar = 1.7 Argentine pesos (first representative exchange rate applicable in the market after the closing date). The resulting exchange rate differences for this company (after deducting the amount attributed to minority interests) is shown directly as an amount to recover under Financial Investments – Other creditors (27,484 thousand euros) as an exchange rate hedge is in place (see note17.g). d ) S t a r t u p c o s t s Corresponds to expenses incurred on incorporation, establishment and share capital increases, which are amortised using the straight line method over a maximum period of five years. It also includes the costs of increasing capacity related to the acquisition of sites for Tradia. e ) I n t a n g i b l e f i x e d a s s e t s The items included in intangible fixed assets are valued at acquisition price or cost of production and amortised on a straight line basis over a maximum period of five years, with the exception of studies and projects, which are amortised over 10 years as from the date on which feasibility of the project is established. The administrative concessions correspond to the consideration paid for the operation of certain car-parks in the Saba Group, which are amortised over a maximum period of 50 years, corresponding to the concession period. This balance sheet item also includes the goodwill from the subsidiary company Tradia, which is amortised on a straight line basis over a period of 20 years. f ) T a n g i b l e f i x e d a s s e t s Tangible fixed assets are valued at acquisition price, or in the case of Acesa and Saba revalued in accordance with various legal measures under the Budget Laws of 1979, 1981 and 1983, the revaluation in Royal Decree 1547/1990 of 30 November and the revaluation regulat- ed in Royal Decree 7/1996, of 7 June. The latent appreciation gains in the acquisition of the Saba shareholding are also included. Personnel costs and other expenses, as well as financing costs directly imputable to highway investments, are capitalised as part of the investment until entry into operation. Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only when they increase capacity, productivity or extend the useful life of the asset, provided that it is possible to know or estimate the net book value of the assets which are removed from the list, having been replaced. The costs of repair and maintenance are charged to the profit and loss account in the year in which they are incurred. In accordance with the norms of adaptation of the General Accounting Plan applied to concessionary companies operating highways, tun- nels, bridges and other toll routes, the highway investment of Acesa as at 31 December 1998 continues to be amortised through charges to the reversion fund. The amortisation of tangible fixed assets is calculated systematically using the straight line method, based on the estimated useful life of the assets, taking into consideration wear and tear derived from normal use, applying the following rates: Annual Accounts 91 Notes to the consolidated annual accounts Acesa Group Buildings and other constructions Machinery Tooling Other installations Furniture Computer equipment Other fixed assets Toll gate machinery Highway investments Rate 2 6 7 7 10 20 3 3 2 – 6.6 % - 30 % – 37.5 % - 20 % - 20 % – 37.5 % - 30 % - 12 % - 20 % (*) (*) GCO amortises the highway investment during the concession period, based on its toll income. Acesa and Saba have depreciated investments in assets between 1 March 1993 and 31 December 1994, in accordance with the rate per- mitted under Royal Decree 3/1993, dated 26 February. g ) F i n a n c i a l a s s e t s a n d i n v e s t m e n t s Investments in companies consolidated by equity accounting are stated at book value as shown in their annual accounts at 31 December. Other financial investments are valued at acquisition price, or market price if the value has declined. h ) D e f e r r e d e x p e n s e s This entry includes: • The counterparty of the debt pending to the Ministry of Works, result of the agreement signed by Acesa in October 1998 with the State and the Catalan Government. In this agreement it was established that the balance pending payment of 20,973 thousand euros for the Montmeló-el Papiol stretch would be covered by equal payments in the each of the last five years of the concession. As counterparty to that payment, and based on the resolution of the Ministry of Works dated 8 April 1999, the equivalent amount has been accounted for as a deferred expense to be distributed over several years. The cited resolution establishes that the payments for the above item will be com- pensated with the discounts established for specified journeys of vehicles circulating on certain toll highways, with payments being the res- ponsibility of the Ministry to their full extent. At 31 December 2001 the discounts recorded had reached 2,643 thousand euros (1,146 thou- sand corresponding to the year 2001), to be offset against the outstanding payment due on balance date of 20,973 thousand euros (other long term creditors). The balance at 31 December for this item is 18,330 thousand euros. • The financing costs resulting from the debt raised to finance the investment in highways of Aucat are deferred and imputed in the results through the life of the concession, based on income and in accordance with the applicable norms. As at 31 December 2001 this amount totalled 37,821 thousand euros. The other highway concessionary companies do not have deferred expenses for this item. • Deferral of amortisation due to the adaptation of Aucat to the new General Accounting Plan. The balance at 31 December is 8,566 thou- sand euros. • Advance rental of the infrastructures by Tradia which total 20,836 thousand euros. This amount is amortised during the 25 years of the contract’s life. • The remaining amount under this epigraph corresponds, basically, to expenses relating to operations contracted in October 2000 linked to the purchase of 48.6% of GCO for the hedged amount of 120.6 million dollars (see note 17.g). These expenses are recorded monthly during the 60 months of the hedge. i ) I n v e n t o r i e s Inventories consist primarily of spare parts for fixed assets and are valued at cost, calculated using the average weighted price method, making the necessary valuation adjustments and raising the corresponding provisions. j ) M i n o r i t y i n t e r e s t s This account reflects the interest of minority shareholders in the net book value of fully consolidated companies at 31 December. The inter- ests of the minority shareholders in results of the year from fully consolidated companies is shown as “Results attributed to Minority interests”. 92 Annual Accounts k ) R e v e r s i o n f u n d 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 esti- mated 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. In the case of the Spanish concessionary companies, the allocation to the reversion fund is calculated 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, in accordance with the terms of adap- tation of the General Accounting Plan. The amount allocated to this fund in 2001 was 57,416 thousand euros. l ) O t h e r p r o v i s i o n s Pursuant to the prudence principle, the Group companies register the provisions which they consider necessary in relation to the inherent risks in the business which could affect them. m ) P r o v i s i o n f o r r e t i r e m e n t a n d o t h e r p e r s o n n e l r e l a t e d l i a b i l i t i e s The collective agreement applicable to the company establishes 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. Through an insurance policy the company has externalised the fund, which represents the current value of its future payment obligations to employees, in respect of retirement payments. The pension plan in the employment system covered in the company’s employment agreement has been externalised and individualised at the end of the year. The amount totals 360 thousand euros. n ) T r a d e a n d n o n - t r a d e d e b t o r s a n d c r e d i t o r s The debits and credits incurred in operations, whether or not produced in the ordinary course of business, are recorded at nominal value, making the necessary valuation adjustments to cover bad debt provisions. Amounts due within one year of balance date are classified as short-term and amounts due after this date are considered long-term. o ) C o r p o r a t i o n t a x Acesa pays tax on a consolidated basis with Acesa Promotora Logística and Acesa Telecom, in accordance with current legislation. The other companies pay tax on an individual basis. The profit and loss account includes the charge for corporation tax of the fully consolidated companies, the calculation of which incorpo- rates the full amount of tax accrued for the year, the effect of timing differences between the corporation tax assessment basis and book profit which revert in subsequent periods, and all credits or allowances to which the Group companies are entitled. The corporation tax charge is calculated in accordance with Note 13. p ) F o r e i g n e x c h a n g e d i f f e r e n c e s Transactions in currencies other than the euro are recorded at the exchange rate on the transaction date. On the close of the financial year the companies in the euro zone restate all foreign exchange credits and debits using the official exchange rate at that date. Exchange rate differences generated at close on transactions are recorded as a loss in the profit and loss account, if negative, or deferred till maturity in the case of profits. See exchange rate hedging operations of Acesa in note 17.g). 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 the accruals basis, that is, when the real transfer of goods and services takes place, irrespective of when the corresponding financial transaction occurs. Annual Accounts 93 Notes to the consolidated annual accounts Acesa Group N O T E 3 . C o n s o l i d a t i o n g o o d w i l l f u n d The movement during the year in the consolidation goodwill fund was as follows: Balance at 31.12.00 Additions Amortisation Balance at 31.12.01 Holdaucat Aucat Saba (Spel) Saba (Satsa) Saba (Rabat) Acesa Telecom (Tradia) GCO Iberpistas Autema Total - 16,035 3,005 138 126 4,712 77,952 - - 101,968 30,020 48,607 - - - 895 - 25,432 11,868 116,822 - -433 -254 -30 -18 -239 -4,349 -216 - -5,539 30,020 64,209 2,751 108 108 5,368 73,603 25,216 11,868 213,251 The additions to the consolidation goodwill fund are due to the acquisitions of Holdaucat, Aucat, Iberpistas, Autema and Tradia indicated in note 1. The possible effect of the exchange rate risk on the consolidated goodwill fund of GCO is covered by the hedge transactions described in note 17.g). N O T E 4 . N e g a t i v e c o n s o l i d a t i o n d i f f e r e n c e s The negative consolidation differences correspond to the Saba Group’s shareholding in Saba Italia and the Túnel del Cadí. The movement in this epigraph during 2001 was as follows: Balance at 31.12.00 Additions Removal Reversion Balance at 31.12.01 Saba Italia Túnel del Cadí Total 15,079 - 15,079 245 14,039 14,284 -6,126 - -6,126 -507 - -507 8,691 14,039 22,730 The removal of 6,126 thousand euros was generated by the sale of 40% of Saba Italia to the Italian concessionary, Autostrade, in 2001. 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 amounts and movements during 2001 under tangible and intangible fixed assets were as follows: 94 Annual Accounts Balance at Exchange Balance at 31.12.00 Increase Decrease Transfers differences 31.12.01 Intangible fixed assets 109,420 11,715 -2,740 -3,721 - 114,674 Tangible fixed assets Investment in highways Tollgate machinery Land and natural resources Buildings and other constructions Other fixed assets Other fixed assets in progress 3,549,802 3,090,200 52,168 3,276 211,196 168,627 24,335 116,090 37,228 3,953 1 25,927 25,915 23,066 -1,891 - - - -629 -988 -274 -18 - - 233 9,903 25,263 -35,417 -125,810 -124,214 -1,107 - - -489 - 3,538,173 3,003,214 55,014 3,510 246,397 218,328 11,710 Total 3,659,222 127,805 -4,631 -3,739 -125,810 3,652,847 The transfer amounts correspond to the cost of increasing capacity linked to the acquisition of sites by Tradia, which have been transferred to start up costs. The changes in accumulated depreciation for the year were: Balance at Exchange Balance at 31.12.00 Increase Decrease Transfers differences 31.12.01 Intangible fixed assets -25,032 -9,023 1,740 Tangible fixed assets Investment in highways Tollgate machinery Buildings and other constructions Other fixed assets Provision fixed assets -236,889 -74,904 -30,832 -46,831 -84,322 - -47,343 -20,408 -4,850 -6,827 -15,212 -46 677 - - 21 656 - Total -261,921 -56,366 2,417 2 -2 - - -2 - - - - -32,313 7,985 7,458 322 - 205 - -275,572 -87,854 -35,360 -53,639 -98,673 -46 7,985 -307,885 Investments in tangible fixed assets outside of Spanish territory total 217,650 thousand euros (245,546 thousand euros gross fixed assets less 27,896 thousand euros in depreciation fund). For consolidation purposes, buildings and other constructions includes the amount paid in respect of the latent appreciation on the acqui- sition of the investment in Saba, as determined by the assessment of an independent firm of valuers, which was maintained at the end of the year. The breakdown is as follows: Latent appreciation Revaluation Amortisation of latent appreciation 1995 to 2001 Materialisation of latent appreciation Net appreciation balance at 31.12.2001 Amount 58,947 -11,750 -14,448 -7,813 24,936 Within the Investment in highways and Tollgate machinery are revertible assets of 3,058 million euros, based on the concessions obtained in each case, including 1,398 million euros of revaluations and adjustments. The majority of the buildings and other constructions are linked to the administrative concessions conceded by distinct public corporations, which must revert to them when the concession period runs out. Annual Accounts 95 Notes to the consolidated annual accounts Acesa Group The following assets are fully depreciated: Tollgate machinery Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computing equipment Other tangible fixed assets Total gross book value Amount 17,212 18 34,668 1,799 2,792 1,509 2,648 10,947 71,593 The effect of the 1996 revaluation applied to the companies Acesa and Saba totals 1,277 thousand euros of the depreciation provision recorded in 2001. The effect of the revaluation on the reversion fund provision falls within the parameters of the current Financial Plan. Acesa has entered into various rental agreements through which it has transferred operational control of the service stations. It is the policy of Group companies to contract all the insurance policies considered necessary to cover any possible risks that could affect tangible fixed assets, with the exception of the buildings and installations of the above mentioned service stations, where the concession- ary is responsible for insurance. The Group companies have also taken out the necessary civil liability insurance policies covering their activ- ities in general. 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 breakdown of balances and movements in financial investments are: Increase Decrease Tranfers Balance at 31.12.00 219,610 38,567 655 13,168 -3,161 81,057 9,864 737 25,718 -726 -804 -150 -105 -7,452 - 268,839 116,650 -8,511 Balance at 31.12.01 308,762 39,382 1,287 31,434 -3,887 376,978 8,899 -8,899 - - - - Companies consolidated by equity accounting Long-term share portfolio Long-term deposits and guarantees Other credits Provisions Total 96 Annual Accounts The breakdown of movements in companies consolidated by equity accounting is as follows: Balance at Increase Result for Decrease Transfers Balance at Acesa Italia Iberacesa Parc Logístic de la Zona Franca Acesa Promotora Logística Auto-Estradas do Atlântico Areamed 2000 Autopistas Concesionaria Chilena Limitada Iniciadora de Infraestructuras Auto-Estradas do Atlântico II Adquisición de Emplazamientos Túnel del Cadí Iberpistas Autema 31.12.00 171,631 19,743 11,354 8,829 5,817 469 54 12 - - - - - - - - 14,000 - - - - 5 3 38,978 12,993 8,231 Saba Group companies consolidated by equity accounting 1,701 1,458 year 4,000 -113 286 176 -564 505 - - - - - 776 - 323 Total 219,610 75,668 5,389 31.12.01 175,631 19,470 11,640 22,946 5,253 974 - - 5 3 38,978 22,253 8,231 3,378 - - - - - - - - - - - 8,899 - - 8,899 308,762 - -160 - -59 - - -54 -12 - - - -415 - -104 -804 During 2001 the companies Iniciadora de Infraestructuras, S.A. and Autopistas Concesionaria Chilena Limitada have been dissolved. Acesa has incorporated the following companies under consolidation by equity accounting: • Autema with a shareholding of 10.05%. • Túnel del Cadí with 35.39%. • Iberpistas moves from a financial investment in 2000 to an associated company in 2001, with shareholding reaching 8.07%. • Increase in the capital of Acesa Promotora Logística to finance the acquisition of 19.05% shareholding in Cilsa. • Incorporation of Adquisición de Emplazamientos, S.L. and Auto-Estradas do Atlântico II, S.A. The increases in the long-term share portfolio correspond to the increase in the investments in Xfera Móviles, S.A., Port Aventura, S.A. and Uspa Hotel Ventures I, S.A. In compliance with Article 86 of the Royal Decree-law 1564/1989, the requisite communications were made to companies in which invest- ment exceeds 10%, as were successive acquisitions of multiples of 5% of the capital. These acquisitions were also notified to the Comisión Nacional del Mercado de Valores (Spanish Securities Commission). N O T E 7 . 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: Highways Car Parks Telecommunications Total Amount 108,197 30,344 32,015 170,556 Annual Accounts 97 Notes to the consolidated annual accounts Acesa Group N O T E 8 . S h o r t - t e r m i n v e s t m e n t s The average yield from deposits held by the Group companies during 2001 was 3.8%. N O T E 9 . E q u i t y The amount and movements in equity for the financial year ended 31 December 2001 were: Balance at Distribution Increse Profit for Other Balance at 31.12.00 of result in capital the year movements 31.12.01 for the year Share capital 834,671 Parent company reserves Revaluation reserve RDL 7/1996 645,636 - - 41,734 -41,734 Legal reserve Distributable reserves 108,264 18,791 15,646 12,850 Reserves in fully consolidated companies 16,071 5,819 Reserves in companies consolidated by equity accounting Exchange differences Profit attributed to parent company Interim dividend -1,178 - 3,033 - 162,760 -63,542 -162,760 63,542 Total 1,721,473 -61,870 - - - - - - - - - - - - - - - 171,948 - - - -26 - - -54 - - -66,719 876,405 603,902 123,910 31,615 21,890 1,855 -54 171,948 -66,719 171,948 -66,799 1,764,752 a ) S h a r e c a p i t a l The share capital of Acesa is comprised of 292,134,982 shares maintained in the register, each with a nominal value of 3 euros, being fully subscribed and paid up, all being of the same class and series. At 31 December 2001 the most significant shareholdings in the share capital of Acesa were the following: 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. % 27.2 10.0 7.6 5.2 All the shares of Acesa are listed on the Barcelona, Bilboa, Madrid and Valencia Stock Exchanges and are traded on the interconnected trading platform of the Spanish stock exchange (Continuous market), being included in the Ibex 35 and Ibex Utilities stock indices. Options on shares of the parent company are traded on the Spanish Financial Futures Market (Meff Renta Variable). During the 2001 financial year, by agreement of the Annual General Meeting of 8 May, the company increased free floating capital with a charge against the Revaluation Reserve account of Royal Decree law 7/1996, dated 7 June, issuing one new share for 20 existing shares, an amount of 41,734 euros. A final dividend for the year 2000 of 37 pesetas gross per share (0.222 euros) was also approved, totalling 61,870 thousand euros. The Board of Directors was authorised in the Annual General Meeting of 23 May 2000 to increase the share capital, by one or more cap- 98 Annual Accounts ital issues, up to a maximum of 417,336 thousand euros, during a period of five years to 23 May 2005. This power remains 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 e - L a w 7 / 1 9 9 6 , o f 7 J u n e This reserve originates from the revaluation of the fixed assets in the balance sheet of Acesa, by virtue of Article 5 in the above legislation. With three years having passed since the balance date when the revaluation was made without an examination by the Tax Administration, the revaluation operations are deemed to be correct and the balance of the account accepted for the Tax Inspection, and accordingly the balance is available for distribution to: • Offset book losses. • Increase share capital. • Reserves freely available for distribution, ten years from the date of the balance sheet containing the revaluation operations. c ) L e g a l r e s e r v e In accordance with the Revised Text of the Companies Law, 10% of the annual profits should go to the legal reserve so that this reserve reaches at least 20% of the capital. The legal reserve cannot be distributed to shareholders unless the Company is wound up. The legal reserve can be used for increases in capital, provided the funds used come from the balance exceeding 10% of the capital at the increased amount. Apart from the purpose mentioned above, whilst this reserve does not exceed 20% of the share capital, it can only be used to compensate losses when there are no other reserves available for this purpose. d ) R e s e r v e s i n 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 a n d c o m p a n i e s 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 The breakdown by companies under these headings is the following: Saba Group Holdaucat Group GCO Acesa Telecom Group Total reserves in fully consolidated companies Acesa Italia Areamed 2000 Acesa Promotora Logística Auto-Estradas do Atlântico Iberacesa Saba Group companies consolidated by equity accounting Parc Logístic Zona Franca Total reserves in companies consolidated by equity accounting Amount 14,265 6,738 1,392 -505 21,890 Amount 1,202 433 326 325 488 -409 -510 1,855 At 31 December 2001 Caixa d’Estalvis i Pensions de Barcelona (“la Caixa”) held directly or indirectly 39.91% of the share capital in Saba. Annual Accounts 99 Notes to the consolidated annual accounts Acesa Group N O T E 1 0 . M i n o r i t y i n t e r e s t s The balance of this item at 31 December relates to the investment of minority shareholders in the net book value on this date of the fully consolidated companies in the Saba, Holdaucat and Acesa Telecom Groups, and the company GCO. The movements recorded during the year were: Group Saba Holdaucat Acesa Telecom GCO Total Balance at 31.12.00 Results Increase of Acesa holding Sale 40% Saba Italia Dividends attributed to minority interests Exchange differences Other movements 60,480 6,988 -71 14,304 -4,063 - -74 38,435 6,574 -20,041 - -2,529 - - 16,678 -1,062 -9,610 - - - - 61,645 9,396 - - -9,486 -23,088 - 177,238 21,896 -29,722 14,304 -16,078 -23,088 -74 Balance at 31.12.01 77,564 22,439 6,006 38,467 144,476 N O T E 1 1 . 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 item during the year ended 31 December 2001 were as follows: Balance at Exchange Other Balance at 31.12.00 Increase Decrease differences movements 31.12.01 Reversion fund (see note 2.k) 772,872 57,416 - - - 830,288 Other provisions (see note 2.l) 39,991 5,871 -2,133 -1,904 21,088 62,913 Pension fund and other personnel liabilities (see note 2.m) 270 90 -360 - - - Total 813,133 63,377 -2,493 -1,904 21,088 893,201 100 Annual Accounts N O T E 1 2 . B o n d i s s u e s a n d l o a n 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 balance of the outstanding credits at year end 2001. Expiry Nominal Balance available 1st bond issue 2nd bond issue 3rd bond issue Total bonds Syndicated credit Syndicated credit Syndicated credit Credit agreement Credit agreement Credit agreement Syndicated loan Loan Loan Loan Loan Loan Loan Loan Loan Total loans Total long-term Credit agreement Syndicated loan ICO loan Loans Factoring Other credits Total short-term 2005 2010 2015 2009 2003 2004 2004 2015 2005 2006 2007 2006 2006 2006 2006 2006 2007 2006 20,000 20,000 20,000 60,000 216,365 60,101 16,227 27,046 2,724 769 210,354 60,000 40,000 40,000 33,468 33,468 30,000 721 16,733 787,976 847,976 359,945 114,193 300 30,766 18,000 475 523,679 20,000 20,000 20,000 60,000 216,365 60,101 16,227 10,126 567 385 210,354 60,000 40,000 40,000 33,468 33,468 30,000 538 16,733 768,332 828,332 235,004 114,193 276 30,766 17,822 475 398,536 Total bonds and debts with credit institutions 1,371,868 1,226,868 During 2001 the companies of the Group have entered various operations to meet their financing requirements. At 31 December the Group companies held debts in foreign currencies, primarily on behalf of GCO (see note 18), for an amount of 115,444 thousand euros, of which 31,208 thousand euros was short-term debt. At 31 December the Group companies had contracted various financial operations (swaps and collars) to hedge the financing cost of loans of a nominal sum of 336,567 thousand euros. This includes a swap signed in November 2001 for an amount of 60,101 thousand euros which is effective from January 2003. Two interest rate swaps (IRS) for 20 million euros each were also undertaken, with expiry dates of 19/10/2005 and 28/05/2006, respectively. Part of the loan and credit operations that are included as loans with credit institutions at 31 December 2001 were arranged with financial institutions that are shareholders in Acesa. The annual interest rate of the bonds issued and long-term loans with credit institutions is approximately 4.6%. Annual Accounts 101 Notes to the consolidated annual accounts Acesa Group N O T E 1 3 . T a x p o s i t i o n Acesa calculates tax on a consolidated fiscal basis with respect to the company tax on two subsidiary companies (Acesa Promotora Logística and Acesa Telecom), with the other companies in the Group paying tax on an individual basis. The reconciliation of the difference between reported profit in the accounts and the profit subject to company tax is detailed in the annual report of each company. The reconciliation of the consolidated results and the aggregate tax assessment base for all the companies is as follows: Consolidated profit before tax Permanent differences (includes consolidation adjustments) Timing differences - arising during the year - from previous years Tax losses carried forward Tax assessment base 4,782 -9,772 Amount 286,035 21,819 -4,990 -8,109 294,755 In the current financial year an amount of 8,109 thousand euros has been off-set against tax losses carried forward. In accordance with current legislation, tax losses of one year can be off-set against profits recorded in the following fifteen years. The distinct companies in the Group have applied deductions for the double imposition of dividends, personnel training and other deduct- ions. The tax losses pending compensation in the Group companies, at 31 December 2001, total 20,722 thousand euros, as detailed: Expiry 2002 2003 2004 2005 2015 2016 Total Amount 48 7,198 132 880 4,104 8,360 20,722 Included in the tax losses is an amount of 12,464 thousand euros registered as a tax credit in the section Debtors-Public Administration. In accordance with current legislation, the tax declarations cannot be considered final until they have been reviewed by the tax authorities or until the legally established period has passed. In general, the companies that form the Acesa Group have tax declarations of the last four years open to inspection, for all the taxes that they are subject to. Acesa has been issued the corresponding assessments from the inspection based on examinations made between 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 outcome of the appeal is known, is adequate- ly provisioned. Furthermore, due to different possible interpretations of the tax regulations applicable to certain operations, there are specific fiscal liabili- ties of a contentious nature. Nevertheless, the amount of tax that might be payable would not have a material affect on these consolidat- ed annual accounts. N O T E 1 4 . I n c o m e a n d e x p e n s e s a) Distribution of income The net operating income for 2001 was 681,488 thousand euros, an increase of 28.3% over the previous year. Of this amount, 216,437 thousand euros corresponds to toll income in cash, 337,074 thousand to toll income paid electronically, 37,991 thousand to compensation 102 Annual Accounts from Public Administrations, 114,685 thousand from services, less 24,699 thousand deducted for discounts and rebates on tolls. Acesa has not registered the income due in the years 2000 and 2001 corresponding to the highway toll review by the State in the year 2000, being an amount of approximately 17,391 thousand euros which the Minister of Works did not authorise. The company has appealed this unauthorised increase in the courts. The distribution of net income by activity and market corresponding to the ordinary activities of the Group is as follows: Toll Highways National International Car Parks National International Telecommunications - National Total b ) P e r s o n n e l The average number of employees in the parent and Group companies is as follows: Permanent employees Temporary employees Total Amount 566,803 70,707 43,978 681,488 478,063 88,740 53,394 17,313 43,978 2,753 456 3,209 c ) E x t r a o r d i n a r y i t e m s The extraordinary profit and loss includes the charge to other provisions for liabilities and expenses, the deferral of amortisation in the adapt- ation of Aucat to the new general Accounting Plan for toll highways, the capital gains obtained by the Saba Group in the sale of share- holdings and other extraordinary items related to other Group companies. d ) C o n t r i b u t i o n o f e a c h c o m p a n y 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 profit and loss attributed to the parent company is as follows: Aggregate result Minority interests Result attributed to parent Acesa Saba Group Holdaucat Group Acesa Telecom Group GCO Acesa Promotora Logística Parc Logístic de la Zona Franca Auto-Estradas do Atlântico Auto-Estradas do Atlântico II Iberacesa Group Acesa Italia Group Iberpistas Areamed 2000 148,557 15,074 15,974 -9,108 18,281 176 286 -564 - -113 4,000 776 505 - -6,988 -6,574 1,062 -9,396 - - - - - - - - 148,557 8,086 9,400 -8,046 8,885 176 286 -564 - -113 4,000 776 505 Total 193,844 21,896 171,948 Annual Accounts 103 Notes to the consolidated annual accounts Acesa Group N O T E 1 5 . C o m m i t m e n t s • At the close of 2001 Acesa has commitments to increase its holdings in Autema and Túnel del Cadi and in Aucat (through Holdaucat, 100% owned by Acesa) for a sum of 148,130 thousand euros, which are expected to be realised during the course of 2002. • Acesa Promotora Logística, S.A. (100% owned by Acesa) has commitments with the other partners of Cilsa to increase its holding up to 32% in 2002 for an amount of 12,700 thousand euros. • In the agreement related to the takeover of the company that previously held the concession for the Montmeló-el Papiol stretch, Acesa acquired the commitment to pay 6,010 thousand euros to the State during each of the last five years of the concession’s duration. Up to 1997 a total of 9,077 thousand euros had been returned, derived from the excess toll income obtained on the Montmeló-el Papiol stretch, over and above the financial forecasts submitted to the merger negotiation committee, which were treated as an advance payment. In the agreement signed with the State and the Catalan Government on 23 October 1998, it was established that the outstanding balance of 20,973 thousand euros would be paid in equal parts over the last five years of the extended concession. Subsequently, the agreement reached with the Ministry of Works on 8 April 1999, which considers the application of various rebates for travel between 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 the rebates applied by the company will reduce the amount of the outstanding balance. In this financial year the rebates applied totalled 1,146 thousand euros, and the total for rebates between 1999 and 2001 is 2,643 thou- sand euros (see note 2.h). 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 invested 2,400 thousand euros in 2001 to improve the environment, with funds destined to the following activities: • Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on-ramps and off-ramps. • Cleaning up and clearing of slopes with thick forestry vegetation and/or in semi-urban or urban zones to avoid the risk of fires on the one hand, and improve the visual appearance on the other. • Restoration and improvement of marginal areas destroyed by fires through replanting native trees. This will lead to an improved landscape, whilst also contributing to increase the forestry value of the highway. • Installation of screens to reduce the visual impact and noise at certain points of the highway. • Studies and projects to evaluate the impact of the evolution of traffic on the environment around the highway. Acesa also contributed the sum of 902 thousand euros in 2001 to the Castellet del Foix Foundation, whose principal objective is the pro- motion of studies on the repercussion of major infrastructures on the environment, economy and demography. In Aucat, the consolidation of vegetation planted following construction of the Sitges-el Vendrell stretch has continued through watering, pruning and phytosanitary treatment; in addition, new forestry plantations have been made on the margins of some highways. The total amount invested in these activities was 180 thousand euros. N O T E 1 7 . O t h e r i n f o r m a t i o n a ) Annual remuneration of the directors for their management as members of Acesa’s Board of Directors is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends and transfers to reserves are covered, and the Law establishes that it should not exceed, under any circumstances, one percent of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount it decides. In the year 2001 total remuneration of the directors of Acesa in all the companies of the Group was 1,880 thousand euros, less than the statutory limit, of which 1,724 thousand euros corresponded to fees and expenses and 156 thousand euros to other payments, travel expenses, insurance premiums and pensions. Acesa does not use any remuneration system linked to the evolution of the company’s shares in the stock market for any of its employees or any members of the Board of Directors. 104 Annual Accounts b ) Law 24/2001 on Fiscal, administrative and social order measures, dated 27 December 2001, which enforced the sentence of the European Supreme Court of Justice of 18 January 2001, increased the value added tax (IVA) rate from 7% to 16%, being the rate applica- ble to motor vehicles on the toll highways. The Ministerial Order of 27 December 2001 adjusted the rates of the concessions overseen by the General Administration of the State, authorising the tolls that could be applied on the distinct stretches from 1 January 2002, which include the Value Added Tax (IVA) calculat- ed at 16% for all vehicles, applying the measures set out in Law 24/2001 as cited above. The Catalan Government in Decree 76/2001 of 20 March, rolled over the existing toll rates for 2001 on the concessions under its jurisdic- tion. Subsequently, through Decree 351/2001 of 24 December, the Catalan Government abolished the extension to the existing rates, effec- tive from 1 January 2002, establishing the compensation due to the concession holder for the lost income from 1 April 2001 to 31 December 2001 resulting from no annual rate increase. At the same time, to avoid the impact of the increase in VAT established by Law 24/2001, Decree 351/2001 approved rate rebates for the category of vehicles previously subject to VAT of 7%, establishing the corresponding compensation to the concession holder for the result- ing differences in income. c ) The extension of the highway C-32 (A-19), on the stretch Palafolls- Conexión Carretera GI-600, is pending the resolutions of the con- ceding Administration to start the distinct works involved. d ) The Catalan Supreme Court of Justice (sentence dated 3 October 1997) declared Decree 344/94 null and void, legislation that exten- ded the administrative concession of the Aucat stretch which entered into operation on 22 May 1998. Considering the foundations for the sentence, notoriously erroneous, the Catalan Government and the company presented legal proceedings of annulment in the Supreme Court. In any event, a sentence opposing the legality of the administrative act to extend the concession would not affect the financial posi- tion of Aucat, given the unavoidable compensation that it would be due to receive under such circumstances. e ) 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 which 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. f ) At 31 December the Group had guarantees to third parties given by financial entities, with the following breakdown by company: Acesa Saba Aucat Tradia Total Amount 321,230 26,123 49,972 1,280 398,605 The guarantees of Acesa principally correspond to guarantees given for committed investments with subsidiary companies. It is not expect- ed that these guarantees would cause any unexpected material losses. g ) In the year 2000 Acesa contracted exchange rate hedges on the investment in the Argentine company GCO. The financial instruments used as follows: • Transactions without the exchange of principal on expiry (Non Delivery Forward). The nominal value of all these transactions 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 transactions is USD 120.6 million, with expiry between 7 and 22 December 2003. During 2001 the period of these operations has been extended, with the new ex- piries in October 2005. The premiums paid up front for the hedging transactions are accounted for on a linear basis over the period of the transaction (see note Annual Accounts 105 Notes to the consolidated annual accounts Acesa Group 2.h). The results of the cross currency interest rate swap are recorded as financial income or expense over the period of the operation. The exchange rate differences arising from the exchange of euros in these transactions will be recorded on the cancellation or settlement of the hedging transaction. N O T E 1 8 . S u b s e q u e n t e v e n t s At the time of presenting the consolidated annual accounts it is estimated that there has been no material change owing to the devaluation of the Argentine currency and the investment held in the company GCO, and consequently • Although in the days prior to presentation the exchange rate for the Argentinean peso oscillated around 1 US dollar / 2 Argentine pesos, as indicated in note 17.g) the exchange hedges associated with this investment remain in place, with the purpose of eliminating the exchange rate risk. • In accordance with Decree No. 214/2002 of the Rearrangement of the Financial System issued by the Government of the Republic of Argentina, the debts in foreign currency (US dollars) that the company GCO has with the financial system are converted to pesos at the rate of 1 Argentine peso to 1 US dollar (reserving the right to apply a stabilisation reference rate to those debts within six months) and, conse- quently the company’s patrimonial structure remains unchanged from that at the close of 2001. • In accordance with Decree No. 293/2002 dated 12 February, of the Republic of Argentina, the Ministry of Economy is entrusted to renegotiate the public works and services contracts, which include the highway concessions, to ensure continuity in the provision of these services and the profitability of the services provided N O T E 1 9 . F i n a n c i a l p l a n In February 2000 the Ministry of Works approved the 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, which was presented to the Delegation of the Catalan Government on 4 August 2000 and approved on 10 May 2001. These plans include the forecast evolution of distinct variables that are used in the projection (traffic, inflation, interest rates, etc.), using vari- ables which are considered reasonable and coherent taken as a whole. 106 Annual Accounts 5.8. Management report 2001 Group Acesa In line with previous years, the evolution of Acesa Group during 2001 has been clearly satisfactory in spite of the economic uncertainty inter- nationally that has characterised the year, especially during the last quarter. In general, all the consolidated figures have experienced growth, in this the first full year of consolidation of the companies Tradia and Grupo Concesionario del Oeste. The operating income of the Group has increased by 29% to reach 710 million euros. 21% of this increment corresponds to the effect of the incorporation of the above companies during the whole year, and the balance (8%) to the positive evolution of the rest of the Group companies. The contribution of the highway sector to operating income was 82%, with 11% coming from car parks and the remaining 7% from telecommunication infrastructures. The financial expenses of 41 million euros reflected in the financial result were higher than the previous year due to the contribution to the debt of companies incorporated into the Group and the financing requirements of investments undertaken during the year by the parent company. Net profit attributable to the parent company, after subtracting the 22 million euros due to minority interests, was 172 million euros, an increase of 5.6% over the previous year. The group debt is 1,234 million euros, which represents 70% of the shareholders’ funds and 29% of total liabilities. Acesa has continued to operate a selective investment policy aimed at providing its shareholders with an adequate combination of growth and return without having to seek additional capital from the shareholders. The investment in toll highway concessions represents 80% of the investment in shareholdings during the year and more than 70% of the investment undertaken by Acesa in the period 1999-2001. Essentially, it is a balanced combination of investments in sectors with complementary activities (management and operation of infrastruc- tures for mobility and communications) with a geographical diversification of the traditional activity that has continued to maintain its signif- icant weighting within the total operation. The following operations during the year can be highlighted in the distinct sectors of activity where the Group is involved: • In the area of Highway operations there has been a notable increase in the significant shareholdings in other concessionaries in the country, having acquired or reached an agreement to acquire 40.33% of Aucat, 22.33% of Autema, 37.19% of Túnel del Cadí and 6.07% of Iberpistas. The agreements reached involve a total investment of 292 million euros, with the operations scheduled to be finalised between the months of December 2001 and March 2002. In Spain, the positive evolution of Autopistes de Catalunya (Aucat) can be highlighted, recording one the most significant traffic increases in the sector in 2001 (12%). Internationally, Autostrade has become a shareholder of Acesa with a holding of 4.9%. The cross shareholdings will strengthen the collab- oration between both companies. Autostrade also acquired 40% of Saba Italia (formerly Italinpa), subsidiary of the car park group Saba in Italy, which has continued to improve its contribution to Group results due to the optimisation of operating costs achieved over recent years. The economic situation in Argentina, particularly the devaluation of its currency against the dollar, has almost had no effect on the resources of the Group, given that Acesa has, since the beginning of the operation, an exchange rate hedge (which hedges against the loss of con- vertibility at one peso/one dollar for the full amount of the investment) and the debt of Grupo Concesionario del Oeste is held in the Argentine financial market (whereby the application of the decree of the changeover to pesos at one dollar/one peso is applicable, without any direct capital loss). Additionally, the fact that traffic has only suffered a slight decline of 3.1% compared to the previous year and the results for the year 2002 continue to be positive, together with the start of discussions to renegotiate the terms of the concession, indicate that the future business outlook will not be significantly altered over the long-term of the concession. Auto-Estradas do Atlântico in Portugal has opened two new stretches of the highway with a total of 82 kilometres, practically doubling the length of the highway previously operative. • In the Car parks sector the Saba Group has continued its favourable evolution. At the end of 2001 it operated 89,632 car park spaces, representing a 19% increase over the previous year. More than 56.6% of these parking spaces are located outside of Spain, consolidating the international expansion initiated in recent years, especially in Italy and Portugal. • In the sector of Logistics services, Acesa Promotora Logística (leader of the Group in this sector) acquired 32% of Centro Intermodal de Logística, S.A. (Cilsa) dedicated to the promotion and management of the Logistical Activities Zone (ZAL) of the Port of Barcelona, having formally initiated its entry as a shareholder at the end of 2001 with the acquisition of a 19% stake. The development of this zone of logistical activities will be carried out in two phases, the first of which is fully operative, with 200,000 square Annual Accounts 107 metres of warehousing and 45,000 square metres of offices. The second phase is now underway (400,000 square metres of warehousing and 150,000 square metres of offices). This is the third project of the Acesa group in the logistics services sector, following its entry in CIM Vallès in 1994 and Parc Logístic de la Zona Franca in 1997. • In the Telecommunications sector the shareholding in Tradia has increased to 95%, through Acesa Telecom. This company, focused on providing telecommunications infrastructure services, continues its growth having signed two important agreements to provide services of housing and/or transport with the companies Xfera and Banda Ancha. The number of sites has increased by 21% over the previous year. Xfera is restructuring its plan to launch and has scaled back its marketing program, whilst continuing to work towards constructing the required technological structure, without impeding the viability of the project. During the year 2002 there will be a consolidation of the investments made in recent years whilst maintaining a scrupulous analysis of the nature, security and profitability of the investments that continue to guarantee the annual growth and return to shareholders and the stabil- ity that the market recognises in the results and evolution of the Acesa Group. The company has not acquired any of its own during 2001. 108 Annual Accounts Informe auditoria cuentas consolidadas Autopistas Pl. Gal·la Placídia, 1 08006 Barcelona http://www.autopistas.com Shareholders’ office telephone: 93 228 50 00 

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