Abertis Infraestructuras S.A. Annual Report 2001

FY2001 Annual Report · Abertis Infraestructuras S.A.

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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%.

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

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

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

Essential Information

Acesa

Activities and investments

20 Highway network

11 Highlights

Traffic

17 Most significants events during

Investments

the year

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.

Annual report

Acesa Group

Financial Management

Annual Accounts

Introduction

37 Highways

43 Car Parks

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.

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 %

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).

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

10,000_

9,000_

8,000_

7,000_

6,000_

5,000_

4,000_

3,000_

2,000_

1,000_

900_

800_

700_

600_

500_

400_

300_

200_

100_

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).

Annual report

5,000_

4,500_

4,000_

3,500_

3,000_

2,500_

2,000_

1,500_

1,000_

500_

450_

400_

350_

300_

250_

200_

150_

100_

50_

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

200_

180_

160_

140_

120_

100_

80_

60_

40_

20_

140_

120_

100_

80_

60_

40_

20_

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.

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

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

35,842

23,207

5,660

13,773

25,842

52 (1)

59.5

170

3,120

21,959

41,420

12%

-3%

438,431

56,740

16,164

25,077

136,557 (3)

90,929

43,826

2,226,612 (3)

Annual

change

14%

10%

33%

• 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

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%

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.

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

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-2

A-7

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

January 1970

June

1970

1971

December 1974

June

1975

1976

January

1972

December 1972

March

July

June

August

1973

1974

July

1977

July

April

1976

1977

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_

|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

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

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_

|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.

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_

|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.

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.

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.

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

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_

|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

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

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.

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.

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

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

A10

Directors.

Autostrade has acquired 40% of Saba Italia, subsidiary of the Saba group of car parks

A11

Milano

Bologna

Firenze

A13

A14

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

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

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%

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.

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

million pesetas

2000

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

14,025

20,919

1,873

2,351,773

2,371,843

31,057

-51,127

806,059

84,293

125,720

2,185

2,325,936

2,342,484

27,992

-44,540

657,116

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

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

841,489

796,702

44,787

685,578

98,567

834,671

780,322

156,460

-63,542

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.

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

million pesetas

2000

2001

2000

CONSOLIDATED

million pesetas

70,168

421,720

395,491

2,780

0
72,948

-10,065

-6,979

-1,783
-9,095
-27,922

16,711

0
438,431

-61,056

-41,948

-10,714
-54,664
-168,382

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

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.

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

85,455

11.2

36.3

31.4

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

2001

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

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.

Annual report

2001

0.56

0.45

3.00

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

At par

Bonus

Bonus
Bonus

Proportion

1 x 5

1 x 4

1 x 10

1 x 20

1 x 15

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

0.17

0.18

0.22

0.23

0.18

0.20

0.19

0.24

0.26

0.22

32.50

0.36

0.38

0.36

0.42

0.48

0.49

0.45

62.5

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

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

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

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

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

-12,959

37,986

172,027

2,372

85,313

6,221

69,422

8,339

1,745

-478

81,823

81,812

2,470

409

2,061

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

-4,821

44,373

84,332

2,301

61,220

4,951

41,706

7,892

6,949

-325

17,077

6,094

10,969

3,668

436

3,232

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

165,734

123,910

41,824

164,762

-66,719

841,489

796,702

44,787

461,327

60,000

380,354

20,973

322,818

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

134,686

108,264

26,422

156,460

-63,542

762,899

270

742,038

20,591

339,461

60,000

258,435

20,973

303,671

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

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

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

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

- 3 %

- 30 %

- 37.5 %

- 15 %

- 37.5 %

- 30 %

5.6 - 12 %

- 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.

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

1,398

499

249

459

317

510

237
35,642

2,246

604

314

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

301

111

423

147

341
272
9,439

1,666

506

314

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

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

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

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

-4,821
657,116

188

-8,138
149,016

-
73

8,899

-8,899

-
0

807,066

11,892

-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.

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

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

10.00

55,000

1,438

-3,605

5,487

10.00

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)

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

50.00

859

1,003

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

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

50.00

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

-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

-1

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

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.

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

15
60,000

4-6

Nominal

Balance available

20,000

20,000
60,000

210,354

30,000

60,000

40,000

40,000
380,354

20,000

210,354

30,000

60,000

40,000

40,000
380,354

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.

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.

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

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.

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

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

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

830,288

62,913
864,538

60,000

768,332

36,206
556,891

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

127,055

108,264

18,791

16,071

-1,178

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

816,540

45,563
430,959

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

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

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

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

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

63,163

5,389

5,909
9,361

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

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

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

2,560

301

Car parks

8,708

Car parks

28,600

Car parks

20
(5)

55.84

50.26

49.16

33.50

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

94.99

Tradia

Emplazamientos, S.L.

L´Hospitalet de

telecommunications

(Adesal)

Llobregat Barcelona

infrastructures

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

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

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

Iberacesa

11.67

Iberacesa

11.67

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)

Toll highway
concessionary

55,000

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

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.

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

–

6.6 %

- 30 %

– 37.5 %

- 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”.

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

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:

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

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

656

Total

-261,921

-56,366

2,417

-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

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

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

14,000

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

38,978

22,253

8,231

3,378

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-

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

-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

Credit agreement

Syndicated 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

2015

2005

2006

2007

2006

2007

2006

20,000

20,000
60,000

216,365

60,101

16,227

27,046

2,724

769

210,354

60,000

40,000

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
60,000

216,365

60,101

16,227

10,126

567

385

210,354

60,000

40,000

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

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

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

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