Abertis Infraestructuras S.A.
Annual Report 2002

Plain-text annual report

Ch air man’s letter Dear shareholders: It is a personal satisfaction to have the opportunity to comment on the evolution of the Acesa Infraestructuras business group and its results for 2002, a year which is undoubtedly historic due to the impulse and new dimension that the company has acquired. This impulse has taken place in a period of economic slowdown, as we foresaw in our address to you a year ago. The Spanish economy grew by 2.0% in 2002, compared to 2.7% in 2001, with growth being maintained thanks to investment in construction and household spending, whilst investment in plant and equipment and the tourist sector experienced a slowdown. Inflation reached 4% at the end of the year, well above the initial target of 2%. Imports by the United States could have acted as a driver, but purchases from Europe, which represent 17% of their total imports, only recovered in the last two quarters of 2002. In parallel, the increase in the uncertainty generated by a new geopolitical context and the successive falls in Stock Markets have resulted in losses of financial wealth in domestic economies. In this context, not only have we formed the base for our future, that is now underway, but we have also completed, at the same time, a historical cycle lasting 35 years in which a project initially focused exclusively on the construction, management and operation of highways has been transformed. Today our company has a much broader objective transport and communications infrastructures, and displays a clear ambition for leadership in Spain and to be a point of reference in Europe. Acesa Infraestructuras closed 2002 with very satisfactory results, with consolidated profit rising 13.6% to 195 million euros. These results, particularly notable in a period of international economic slowdown, have been possible thanks to the selective investments undertaken and the positive performance, overall, of all the activities. The most relevant indicator for the year has been precisely the volume of investments, that reached some 1,300 million euros, which where fundamentally concentrated in the Iberpistas operation, in the acquisition of 10% of the shares in the Portuguese company Brisa, and in increasing the shareholding in Aucat to 100%. The figure also included operative investments to improve and develop the various infrastructures managed. With these investments, Acesa Infraestructuras has strengthened its leadership in the highway sector both in Catalonia and in Spain, secured strategic alliances with the leading European operators –through cross-shareholdings with Autostrade and Brisa– and advanced in the process of expansion in its other sectors of activity. 4 I cannot fail to highlight the investment made by Saba during this last year, ensuring its growth in the European car park markets in Portugal and Italy; the growth of Acesa Logística –with new projects in Alava and Seville–; and the evolution of Tradia, with significant investments in the construction of new sites. In this process, Acesa Infraestructuras has maintained its policy of selective investments with the objective of providing its shareholders with an adequate combination of growth and return, without the need to seek additional funds from them. All business sectors of the Group reflect a positive evolution in their indicators of activity, which reaffirms the clear support in favour of the management of highway infrastructures, and also the new emerging sectors of our Group –the promotion of logistic areas and telecommunication infrastructures–, in which we observe significant income growth the most relevant indicator to measure whether the expansion processes underway will meet the medium and long-term expectations of return. I would like to draw special attention to the relevant events of the year, which have represented the confirmation of a strategic evolution started five years ago. These are the significant investments in highways (Iberpistas, Brisa and Aucat), the merger agreement with Áurea Concesiones de Infraestructuras and the adoption of a new company and organisational structure. These three landmarks have a triple interpretation which helps understand the business and management logic followed by the Acesa Group, which will conclude with the decision that you, the shareholders, adopt on the merger with Áurea. These are firstly to the our own dynamic as a company, marked by a strategic orientation towards opening up new territories and lines of business, seeking compatibility between growth and profit. Secondly, the position of our Group in the context of the sector in Spain and Europe, where the need for business groups with financial potential and sufficient scale to meet the requirements of private capital that finance new infrastructures is increasingly evident. Finally, this context naturally leads to a new organisational and corporate model, with capacity to adapt our business structure to the challenges that the administrations, market and clients mark in this new 21st century. The public takeover offer that Acesa made for Iberpistas responded to the orientation towards growth and leadership in the highway sector in Spain. Iberpistas is a company in which we have great confidence, given its positive evolution: it closed the year with a 9% increase in income, with net profit up 34%. The public takeover offer, which enabled 5 Cha irm an ’s l ette r Acesa to gain 98.4% of the capital, has been financed, in part, by debt and, in part, through an increase of Acesa capital to cover the share swap with Iberpistas shares. In parallel to the public takeover offer for Iberpistas, a merger agreement with Aurea, Concesiones de Infraestructuras was reached. It is an operation of maximum importance as Aurea is the second operator in Spain; it represents the continuation of Acesa in the E-15 (A-7) international road axis of the Mediterranean corridor from Tarragona to Alicante; it has a notable international presence in Europe and Latin America; and, lastly and fundamentally, its contribution to results enables us to maintain our dividend policy. The merger with Áurea means the creation of a new group that positions itself as the third operator in Europe in terms of kilometres of highway managed, the second by market capitalisation and net profit, and the first in shareholders’ funds. At the same time, what is most important for us, it is positioned as the leading European private business organisation focused on the management of infrastructures to serve mobility in the widest and most innovative context: highways, car parks, logistic areas, telecommunication infrastructures and airports. The basic operational framework for this new business group was presented at the Annual Shareholders’ Meeting last June, being centred on three principal axes: Acesa Infraestructuras as the corporate head, parent company and strategic leader of the group; the business units structured in the four current areas of activity, and lastly, Serviacesa, the shared services centre that provides administrative and technological support. Our Group’s commitment to the management of corporate social responsibility in 2002 has continued along previously established lines. The Castellet del Foix Foundation, which aims to encourage and promote studies and research in the three areas of ecology, demography and the economy, has developed broad activities financing studies, organising workshops, publishing results of great scientific interest and generating awareness of them. This is our core structure which we have endeavoured to give sufficient flexibility so that it can adapt to change, accept new challenges and assume centralised corporate management, but with business units with broad operative capacity, and strongly linked to their territory and clients. In the international context described above, the performance of our shares on the Stock Market has been notable, precisely because the share performance does not follow the phases of the economic cycle. In bear markets it resists selling pressure, acting as a safe haven, whilst in bull markets it recovers capital gains. The value of Acesa Infraestructura shares rose 1.3% in 2002. If we take into account the one for twenty bonus share issued and add the bonus issues in the two previous years, the cumulative increase in the last three years was 30%. In contrast, the IBEX closed the year with a decline of 28%, and a cumulative decline in the last three years of 48%. In terms of shareholder yield, the basic objective of our activity, we have maintained our policy of recent years by combining dividends and bonus share issues, which produces annual growth in the payout of 5%. In this respect, we present the proposal to distribute a final dividend of 0.223 euros per share in addition to the 0.24 euro interim dividend paid in October 2002 on shares issued at that date. This represents a total dividend payout of 156 million euros. To complete this text which is so descriptive of the present and hopeful for the future, allow me to make a brief reference to history, to the 35 years that precede us, which have led us to our business group today. The history of Autopistas began in the centrally located plaza Gal·la Placídia in Barcelona. That was where we had our head 6 office, which has been your head office, and which we moved at the end of the year to our new head office in the Parc Logístic of Barcelona. Here we have concentrated our professional teams of practically all the sectors of activity in which we are engaged, providing substance to the new corporate profile of our company. In this annual report we have allowed a nostalgic touch with graphic images that show the impact of the past with the present; images that illustrate very different eras, but which deep down are very similar. Because our essential objective continues to be the same: to be on the side of people, providing quality management of infrastructures for communication, generating employment and contributing to the economic and social development of our country. The Board of Directors, the management team and all our employees have participated in this common objective, many of them involved in our 35 years of history. To all of them I wish to express my thanks and, of you. I request, once again, your confidence in this new phase that we are beginning with the merger with Áurea and the birth of Abertis. Isidre Fainé. Chairman 7 1.1_Board of Directors 1.2_Delegated bodies of control 1.2.1_Executive committee 1.2.2_Audit and Risk Control Committee 1.3_Management team 1.4_Corporate Governance verning bodiesGoverning bodies 1_1 Board of Directors Chairman Isidro Fainé Casas Deputy Chairman Enrique Alcántara-García Irazoqui Deputy Chairman Carmen Godia Bull Managing Director Salvador Alemany Mas Directors Jordi Aristot Mora Gilberto Benetton Antonio Brufau Niubó Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enrique Corominas Vila Jean-Louis Chaussade Pere Antoni de Dòria Lagunas Isabel Gabarró Miquel Carlos Godó Valls Enric Mata Tarragó Jorge Mercader Miró Ricardo Pagés Font Antoni Vila Bertrán Non-executive Secretary Alejandro García-Bragado Dalmau Non-director Deputy Secretary Juan Arturo Margenat Padrós During the year the following have ceased to act as Board Members: Joaquim de Nadal Caparà Ibérica de Autopistas, C.E.S.A., represented by José María Catà Virgili 12 1_2 Deleg a ted b odi es of control 1.2.1_ Executive committee Chairman Isidro Fainé Casas Enrique Alcántara-García Irazoqui Salvador Alemany Mas Antonio Brufau Niubó Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enric Mata Tarragó Secretary Alejandro García-Bragado Dalmau Deputy Secretary Juan Arturo Margenat Padrós 1.2.2_ Audit and Risk Control Committee Chairman Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enrique Alcántara-García Irazoqui Enrique Corominas Vila Secretary Juan Arturo Margenat Padrós 1_3 Mana g em en t t eam During 2002 the Acesa Group has undergone corporate and organisational restructuring to adapt to the significant changes over recent years. The management team of Acesa Infraestructuras, as well as the management team of the shared services company and Acesa Group’s business units are detailed in a specific section of chapter 2.1. Strategy and Organisational Structure. 13 1_4 Cor pora te Gove rnance In recent years, Acesa Infraestructuras has been gradually and progressively introducing the recommendations established in the Code of Good Governance prepared by the Special Commission created by decision of the Council of Ministers on 28 February 1997. Thus, Acesa Infraestructuras has an Internal Regulation of Conduct on matters related to the share market, with rules that the directors and senior managers of the Company are obliged to comply with. It also has a Regulation of the Board of Directors which assumes a good part of the recommendations of the Code of Good Governance mentioned, such as the Audit and Risk Control Committee, for example. It is foreseen that once the merger with Áurea Infraestructuras, S.A. has concluded, being submitted to the respective General Shareholder’s Meetings for approval in April 2003, the rest of the recommendations pending will be put into practice, such as the formation of the Nominations and Remunerations Committee. Regulation of Board of Directors The role of the Regulation of the Board is to determine the principles by which it should act, the basic rules of its organisation and operation, as well as the rules of conduct of its members, which will also be applicable, so far as this is compatible with their specific nature, to the senior management of the Company. The directors and senior managers are obliged to know, comply with and ensure compliance with this regulation, which establishes aspects such as the composition and structure of the Board of Directors, the delegated bodies of control, the appointment and cession of directors, the information and remuneration of the directors and the directors’ responsibilities. The Board of Directors The special function of the Board, as the highest decision making body, is that of exercising governance over the Company concentrating its activity on the task of supervision and acting always in the interest of its shareholders, where the basic criteria underlying its action will be maximising the value of the Company. The Directors The General Meeting, on proposals from the Board, is responsible both for nominations of board directors as well as relinquishing members of their duties. Executive directors are obliged to surrender their seat on the Board on reaching the age of 70. The number of Board members should be between 15 and 20 and the external or non executive directors should represent a clear majority over the executive directors. The Regulation of the Board also establishes the information board directors have access to and their responsibilities. 14 In 2003 it has been decided to form a Nominations and Remunerations Committee and as indicated in the Regulation of the Board of Directors its principal functions are: Prepare and review the criteria that should be followed regarding the composition of the Board and the selection of candidates. Propose to the Board the nominations of directors and the members of each committee. Revise the remuneration programs periodically Notify of transactions that may imply conflicts of interest. Management Committee The Management Committee is responsible for ensuring that agreements adopted by the Executive Committee are carried out and to maintain periodic control over the evolution of the different business units of the Company. Relations of the Board The Board of Directors will determine the most adequate channels to learn of proposals made by shareholders with respect to management of the Company, particularly through the Annual Shareholders’ Meeting; it will establish the mechanisms to exchange information regularly with institutional investors; it will inform the public immediately of significant events that may notably influence share prices; and, it will manage relations with the external auditors of the Company through the Audit and Risk Control Committee. Committees Acesa has an Executive Committee with general decision making power that meets monthly, which currently has 6 members. The Audit and Risk Control Committee has three members with its main functions as follows: Proposal of appointment, dismissal or renewal of auditor. Supervision of compliance with the audit contract. Revision of the Company’s accounts. Serve as communications channel between the Board of Directors and the auditors. Check the suitability of internal risk control systems. The annual accounts of the Group include details of the fees received by the auditors both for professional auditing services and other professional services apart from auditing. 15 Acesa 2.1_ Strategy and organisational structure 2.2_ Key Data 2.3_ Significant events 2.4_ Human resources 2.5_ Social responsibility Infraestructuras Acesa Infraestructuras 2_1 S tra teg y and organisa tional structure The Acesa Group has adapted its corporate and organisational structure to reflect the significant changes which it has undergone in recent years: The new organisation is based on three main axes: The corporation (Acesa Infraestructuras), parent company of the Group which, following the transfer of the concession business to Autopistas II, is the leader of the Group to develop the design and implementation of overall strategy, as well as support and control of the management of each activity, fixing the principle lines of action for each unit. The shared services (Serviacesa) provided include administrative and technological support to the business units, amongst other services. The business units, structured in four lines of activity: operation of highways, car parks, logistic services and telecommunications infrastructure. This new organisational model will enable the business units to focus on quality, efficient management of their services and the expansion of their own activities. All these important changes have been realised in parallel with the move of the head office, the shared services and the heads of the business units to the new head offices at the Parc Logístic de la Zona Franca. As a result of these organisational changes, the business structure of the Acesa Group and the respective management teams at the end of 2002 was as follows: The Acesa Group is strongly committed to consolidating its position as one of the leading groups in Europe in the management of infrastructures serving mobility and communications. Growth in the main activity of the highway sector, as well as expansion towards new lines of business in the area of infrastructures has progressed and is progressing in a steady and sustained fashion, with four strategic objectives derived from a growth model on which the Acesa Group has based its management in recent years. Ensure a significant presence in the decision making bodies of the companies in which it decides to invest. Participate in those companies in which the contingent risks of the project and the projected cash flows have been adequately estimated beforehand, with the additional aim of significantly extending the average period of the portfolio of concessions. Being able to bring to these companies the management knowledge that our Group has accumulated historically. Be consistent with our aim of stable and long-term investments, which is a distinctive characteristic of the Acesa Group. The selection of projects with these characteristics gives us a key position and privileged situation in infrastructure management in an European context. Management of this type of project involves interaction with public authorities and an interaction and sensitivity with the environment and the territory. Conscious of the importance of these two points, the Acesa Group has firmly supported collaboration with local partners (both national and international), as shown by the cross- shareholdings and strategic collaboration agreements reached with operators like Autostrade and Brisa, or the active involvement in projects on technological improvements of dynamic tollgate systems being conducted by the sector, and its involvement in sponsorship through the Castellet del Foix Foundation. The combination of all these strategic elements is clearly focused on achieving and maintaining a steady and sustainable dividend policy which characterises Acesa Infraestructuras. 18 Business structure Acesa Infraestructuras Serviacesa Highways Car Parks Logistic Services Telecommunication infrastructures Autopistas II Iberpistas Saba Acesa P. Logística Acesa Telecom Gco Aucat Autopista A-6 Castellana Avasa Proconex Gesa Accesos Madrid Central Gallega Autema Túnel del Cadí Henarsa Elqui Autostrade Brisa Parc Logístic Zona Franca Tradia Areamed 2000 Parbla Spasa Satsa Saba Italia Rabat Spel Cilsa Companies managed directly Other shareholdings 19 2_1 S tra te g y a nd o rga ni sa ti o na l str uct u re Acesa Infraestructuras (corporation) Salvador Alemany Mas Juan Arturo Margenat Padrós Marta Casas Caba Josep Morist Puig Enric Venancio Fillat Josep Martínez Vila Jordi Graells Ferrández Rodolfo Vicente Bach Jordi Lagares Puig Josep Lluís Tapia Molins David Díaz Almazán Joaquim Gay de Montellà Lluís Jiménez Arrebola Managing Director - Board Member Corporate Company Secretary Legal Services Director Corporate Finance Director Financial Markets Director Corporate Management Director Corporate Business Development Director Corporate Construction Director Corporate Planning and Control Director Organisational Development Director Investment Analysis Director Deputy Managing Director Corporate Security Director Serviacesa (shared services) Josep Padrós Busquets Juan Rodríguez de la Rubia Manuel Cruces Socasa Jordi Pujol - Xicoy Gimferrer Managing Director Deputy Managing Director / Infrastructure and Technical Systems Director Administration and Purchasing Director Organisation and Systems Director / General Services Highways business unit Autopistas II Salvador Alemany Mas Jaume Lanaspa Gatnau Antonio Español Realp Josep Lluís Botta Muntané Josep Armengol Tomás Francisco Bru Bonet Ricard Fornesa Rebes Autopistes de Catalunya (Aucat) Macià Alavedra Moner Jaume Lanaspa Gatnau Ibérica de Autopistas Juan Zabía Lasala José María Morera Bosch Antonio López Taracena Juan Antonio López Casas Enrique Castell Castán Gloria Cavero Moncanut Francisco Oliver Navas Autopista A-6 Chairman Deputy Chairman Development Director Operations Director Projects and Works Director Patrimony Director Sales and Marketing Director Chairman Managing Director Deputy Chairman Managing Director – Board Member General Secretary Institutional Relations Director Technical Staff Director Finance Director Resources Director Rubén Fernández Fuentes Managing Director Castellana de Autopistas José Mañas Martínez Managing Director 20 Autopista Vasco-Aragonesa Santiago Corral López-Doriga Managing Director Gestora de Autopistas (Chile) Enrique Balaguer Ferrer Managing Director Grupo Concesionario del Oeste (Argentina) Miguel Ángel Gutiérrez Méndez José Luis Giménez Sevilla Chairman Managing Director Car parks business unit Saba Aparcamientos José Vilarasau Salat Salvador Alemany Mas Joan Font Alegret Jordi Díez Díez Xavier Martínez Casasín Jordi Bonet Vendrell Pilar Jiménez Espejo Tomás Iglesias Fresquet Alfonso Vera González Saba Italia Chairman Board Member Managing Director Deputy Managing Director Development Director Technical Director Human Resources Director Territorial Management Director Technical Secretary Massimino Pastorelli Managing Director Spel - Sociedade de Parques de Estacionamento Antonio Henrique de Oliveira Mendes Managing Director Rabat Parking Vicente Benedito Gimeno Managing Director Telecommunications infrastructure business unit Acesa Telecom Pedro Linares Díaz Technical Director Difusió Digital Societat de Telecomunicacions (Tradia) Joaquim Pujol Figa Tobías Martínez Gimeno Carles Espinós Gómez Ramón Cillero Coma Sergi Tórtola Pérez Jordi Arandes Corbella Rosa Piñol Raurich Chairman Managing Director Deputy Managing Director / Business Director Quality and Environment Director Technology Director Operations Director Resources Director Logistic services business unit Acesa Promotora Logística Antoni Millet Abbad Lluis Serra Serra Alfred Mer Tarrida Chairman Managing Director Operations Director 21 2_2 K ey Da t a Essential information (thousand euros) C O N S O L I D A T E D Gross fixed assets Shareholders' Funds Provisions and depreciation Debt Operating income EBITDA - Gross operating profit (1) Operating profit Net profit attributed to parent Average number of employees P A R E N T C O M P A N Y Net profit Total Dividends 1998 1999 2000 2001 2002 2,622,318 1,648,552 777,373 113,916 413,995 313,500 247,136 141,659 1,514 3,193,694 1,681,241 925,132 473,489 471,350 339,872 266,014 149,237 1,971 3,933,566 1,721,473 1,078,215 1,154,045 549,565 384,780 295,745 162,760 2,897 4,045,324 1,764,752 1,204,973 1,226,868 709,872 475,814 358,709 171,948 3,209 5,370,012 2,033,390 1,799,338 2,520,978 794,045 533,619 402,354 195,329 3,990 141,923 113,754 144,459 119,439 156,460 125,413 164,762 131,865 182,817 156,076 (1) Operating income (excluding revaluations) less operating expenses (excluding amortisation and provisions) What resources are used? Material resources Human resources Acesa Group - Breakdown of assets Average number of employees 4,000 3,000 2,000 1,000 0 1998 2000 2002 1998 2000 2002 1999 2001 1999 2001 8,000,000 6,000,000 4,000,000 2,000,000 0 Current assets Other assets Fixed assets Group assets in excess of 6,450 million euros A team of almost 4,000 people Fixed assets, largely investment in highways and other concessionary assets, represent 77% of total assets. The Group's expansion has seen the workforce grow from 1,514 employees in 1998 to 3,990 in 2002. 22 How is it financed? What is obtained? Acesa Group - Breakdown of liabilities Profit due to parent company 8,000,000 6,000,000 4,000,000 2,000,000 0 200,000 150,000 100,000 50,000 0 1998 2000 2002 1998 2000 2002 1999 2001 1999 2001 Shareholders’ Funds Provisions and liabilities for expenses Debt Other liabilities Balanced financial structure Shareholders' Funds, which exceed 2,000 million euros, represent 31% of total liabilities and debt totals 39%. The provisions for liabilities and expenses, which basically correspond to the reversion fund, exceed 1,380 million euros. Average annual growth over the last 5 years of 6.6% The Group's expansion is achieved in a way that is compatible with profit growth.The increase in 2002 was 13.6%, reaching 195 million euros. How are profits distributed? How is it valued? Total Dividends 200,000 150,000 100,000 50,000 0 Evolution Acesa vs.IBEX-35 (Base 31/12/97 = 100) 200 150 100 50 0 1998 2000 2002 2000 2002 1999 2001 IBEX 35 Acesa Shire Price 2001 2003 One of the highest dividend yields in the market Outperformance of IBEX 35 Total dividends in 2002 exceeded 156 million euros. Cummulative growth of 5% per year is maintained. For the last three years, Acesa is one of the four shares that has closed positively with respect to the IBEX-35. 23 2_3 Sign ifican t events 1st quarter 2002 _ Acesa acquires additional 12 % of Autema, bringing its shareholding to 22.33 %. _ Acesa buys 5 % of Brisa, the leading toll highway concessionaire company in Portugal. _ Acesa presents a public takeover offer for the shares that it doesn’t hold in Iberpistas, representing 91.93 % of share capital. _ Change of name from Autopistas, C.E.S.A. to Acesa Infraestructuras and incorporation and transfer of highway concession activities to Autopistas II, C.E.S.A. _ Increase of shareholding in Cilsa through Acesa Promotora Logística from 19 % to 32 %. _ Acquisition by Saba Italia of 100 % of the capital of the Italian company Parcheggi Sauri per Ascoli, S.c.a.r.l. _ Acesa reaches an agreement to sell 10 % shareholding in Auto-Estradas do Atlântico. 3rd quarter 2002 _ Saba, head of the car park group, buys 100 % of _ Acesa incorporates Serviacesa, which will provide the Parbla. shared services for the Group. 2nd quarter 2002 _ Acesa reaches 98.39 % share of the Iberpistas (from its previous holding of 8 %). The majority accepting the public takeover offer opt for the share swap. _ Acesa acquires further 5 % of Brisa. _ Autostrade increases its shareholding in Acesa to 7.2 %. _ Acesa and Brisa sign a strategic collaboration agreement and Brisa acquires 5.77 % share in Acesa. _ Acesa agrees to acquire 13.51 % of Aucat. _ ”la Caixa” and Dragados reach an agreement to propose the merger of Acesa and Aurea. _ Acesa modifies the conditions of its public takeover offer for Iberpistas. _ ”la Caixa” and Grupo Godia establish Inversiones Autopistas, S.L., second shareholder of Acesa. _ The Annual General Shareholders’ Meeting approves the accounts for 2001 and agree to pay a final dividend of 0.223 / share. 24 _ On 19 December 2002 Acesa and Aurea approve at their respective board meetings the merger project through the absorption of Aurea by Acesa, effective from 1 January 2003. _ Acesa Promotora Logística, 100 % owned by Acesa, and the Andalusia savings banks are awarded the concession of the ZAL (Logistic Activities Zone) of the Port of Seville. _ Inauguration of Santiago-Silleda stretch of the Central Galicia highway, in which Acesa Group holds 17.9 % share. 4th quarter 2002 _ Acesa gains 100 % of the share capital of Aucat after acquiring the 8.8 % outstanding. _ Agreements are reached to present compulsory takeover offers for Saba and Iberpistas and seek de- listing from the stock exchange. _ Acesa approves an interim dividend of 0.24 /share (increase of 5 % with respect to 2001). _ Schemaventotto, company in which Acesa holds a 12.83 % share, announces a public takeover offer for the 70 % of Autostrade that it does not hold. _ Acesa Infraestructuras, Serviacesa and the heads of the business units move to the new company head office at Parc Logístic de la Zona Franca in Barcelona. _ Inauguration of the Ávila-Villacastín stretch of the Ávila- Segovia highway, concession held by Castellana de Autopistas, S.A. _ The Shareholder’s Meeting of 9 December approves the 1 x 20 bonus share issue to be charged against revaluation reserves. 25 2_4 Hum an resources During 2002 the new organisational structure has begun to take shape (oriented towards facing the challenges of the future), which together with the move of the corporate headquarters to the new offices at Parc Logístic de la Zona Franca, represent the most significant events for the year, providing more efficient pillars for modern management of human resources in the future. The new organisation combines a greater orientation to the businesses and clients with shared services, which gives the Group a direct and flexible management model thanks to the synergies gained by grouping tasks and functions. This new organisation creates four clear lines of business (highways, car parks, telecommunication infrastructures and logistic services), as well as the corporate structure and shared services centre, eliminating duplication, favouring synergies and protecting the respective autonomy. Workforce The significant growth of the Group is evident in the evolution of the average workforce, which has increased from 3,200 people in 2001 to almost 4,000 people in 2002, with the breakdown shown in the following table: 26 Evolution of workforce Acesa Infraestructuras (1) Grupo Autopistas II - Aucat (2) Grupo Iberpistas Grupo Concesionario del Oeste Grupo Saba Grupo Acesa P. Logística Grupo Acesa Telecom Total 2002 697 809 725 474 991 5 294 3,995 2001 1.299 129 (3) 506 911 5 364 3,214 (1) The first half of 2002 involved concession activities and the second half was corporate services as head of the Group. (2) Includes the concession activity in the second half of the year transferred to Autopistas II. (3) Incorporated in the Group during 2002. Professional development Training The ACESA Group believes and invests in personal and professional development. In this sense, it has carried out a training initiative during 2002 principally aimed at its front-line employees to provide them with modern resources and refresh their knowledge, both with respect to attending people, and naturally our clients, and the use of systems and procedures designed to increase safety in all activities, with the training in health and safety for all groups being of special importance in this respect. Training in 2002 in the area of highways has involved running 196 training courses attended by 3,201 students. Of special note is the preparation of the Procedures Manual for Tollgate Personnel which compiles the knowledge and procedures for resolving incidents affecting that group, covering both technical matters and attention to the client. All personnel have also been trained in the new procedures for the Teletac II automatic payment and the corresponding credits. In the area of car parks, the Saba Group has given 7,000 hours of training to different groups in its workforce. 27 2_4 Hum an resourc es Labour relations Internal communication Internal communication plays a fundamental role for the ACESA Group. The magazines La Autopista (Acesa), La Hora Saba (Saba), Lasetze (Aucat) y Cuadernos de la autopista (Iberpistas) are systematic communication channels both internally and externally and they act as useful support tools in the diffusion of the communication strategy of the distinct companies in the Group. The communication with employees is complemented with other more agile systems, such as the newsletters Última hora y FlaixLaboral. A significant number of these publications are available on the Group intranet. As part of the process of organisational restructuring and move of the corporation, the shared services and the leaders of the business units to the new headquarters at Parc Logístic, informative sessions have been conducted and guided tours given, which has facilitated the integration of distinct groups and helped overcome the difficulties that these types of moves create in organisations. The promotion of sporting activities, cultural activities and leisure in general for personnel has continued to be an important element in strengthening social relations. During 2002 the renegotiation of the collective employment agreement of Autopistas II (one of the leading companies in the highway business) has been conducted following the expiry of the previous agreement (Autopistas, Concesionaria Española, SA.). This new agreement contains notable advances on social matters, establishing criteria for possible partial early retirement from the age of 60 for operational and technical-administrative personnel, with the objective of contributing to the rejuvenation of the workforce together with the establishment of an entry level that includes a 24 month learning curve. The contributions to the Pension Plan established in the previous agreement have also been increased, and the actuarial value of the future commitments to all personnel for retirement payments has been guaranteed through an insurance policy. In this way, the pension commitments and other personnel contingencies are duly adapted to the First Additional Disposition of the Law 8/1987 dated 8 June 1987, which regulates Pension Plans and Funds, and that set out in its Regulation of Development. Tradia concluded the collective negotiation corresponding to the period 2001-2004 in May 2002, with the introduction of important improvements at an organisational level and in the management of human resources. 28 Health and Safety It is the Group’s policy, given the objectives of its business, to develop and progress on matters related to the health and safety of its employees. In matters related to safety, the new organisational structure of the Group includes a Manager of Corporate Safety. On the other hand, the involvement of each company in the forums of the health and safety committees as mixed bodies of participation has brought the following results: Realisation of the corresponding Risk Evaluations in each of the activities. The establishment of Emergency Plans in each business area. Preparation and application of the resulting safety rules. And specifically in the area of highways, conclusion of the first Prevention Management System Audit, with a satisfactory result. 29 2_5 Social responsibility Corporate social responsibility is a concept that embraces ethical principles and respect for people and the environment in business management. The Acesa Group is not only concerned with economic results, but also with the effects of its activity on society and on the environment, and on its relationship with stakeholders: shareholders, clients, suppliers, local communities, public administration, etc. The Acesa Group aims to continue working along this line and to establish a common framework of social responsibility for the Group, and to this effect it established the Social Responsibility Unit of the Corporation in 2002. 30 The environment Clients The Acesa Group gives priority to actions aimed at providing attention and information to the client to guarantee their satisfaction. Amongst the measures available to facilitate this task we find: the Teléfono Azul, (information, management and 24 hour emergency service for users of the highways of Autopistas II), the radio services of Ona Pista and the different client satisfaction surveys conducted by Autopistas II and Aucat. In addition, suggestions and complaints by clients are received both through the web sites of Acesa and Saba, as well as at the offices of the other companies, with their quick response and resolution being a priority for the Group. The Corporation’s policy is to give maximum attention to activities aimed at the protection and conservation of the environment, with each company adopting the necessary measures to minimise the environmental impact of the infrastructures managed, to ensure their maximum possible integration in their environment. The Acesa Group, going beyond its compliance with current legislation, has invested more than 3 million euros in 2002 in different actions for the integration of its highways in the territory. Studies have been conducted into the environmental effects of the different activities carried out by the Group and other activities have taken place, such as the replanting of 12,500 trees and shrubs on the highways of Autopistas II or the dedication of 4,887 machine hours and 14,609 hours of labour in Iberpistas to environmental activities. In the telecommunication infrastructure sector, Tradia has begun to adopt a system of environmental management to obtain ISO 14001 certification. Additionally, the Castellet del Foix Foundation, of which Acesa Infraestructuras is the founding member, has carried out different studies related to the environment (for more details, see activities under The Community below). 31 2_5 Soc ial r es pons ibili ty The community. The Castellet del Foix Foundation The objective of the Foundation is to develop, encourage and promote all types of activities related to study and research on private sector involvement in economic growth derived from the construction of infrastructures and the creation of services, from the perspective of their incidence in improving the quality of life, the environmental impact and social and cultural cohesion. The contribution of Acesa Infraestructuras to this Foundation exceeded one million euros in 2002. In line with the objectives stated above, the Castellet del Foix Foundation concentrates its activities principally in two main areas: the promotion of academic research and creating awareness of this research. In the environmental context, preparation of the Atlas of Viticulture Landscapes in the Penedès Region has commenced, and research on The Rural World in the 21st Century and Air Quality around Highways has been completed, as well as improvements to the wood in the Montseny service area. In the economic context, a study on The Impact of Privately Financed Highways in Catalonia has been started and in the demographic context, academic research was concluded on Senior Drivers on the Highway: present and future. Awareness building activities have been undertaken with the constant updating of the Castellet del Foix Foundation web page, on which completed research can be consulted and downloaded; with the publication of the research; and with seminars to present the main conclusions of these studies. The trustees of the Castellet del Foix Foundation are as follows: Chairman Isidro Fainé Casas Deputy Chairman Miquel Roca Junyent Salvador Alemany Mas Martí Boada Juncà Joan Josep Brugera Clavero Anna Cabré Pla Ricard Fornesa Ribó Alfred Pastor Bodmer Secretary Juan Arturo Margenat Padrós 32 Other activities, including security at the Mèdol Quarry complex (in collaboration with the Tarragona Town Council), the celebration of the Year of Balaguer (in collaboration with Montserrat Abbey), the Pau Casals International Festival, the “Scripta Manent: The written record of the Romans” exhibition, the edition of the Seminar “Civil Engineering in the Roman Age”, the Festival of Títeres and the 5th Segovia Vintage Car Rally, as well as publication of a map with the new road codes and the School Road Safety campaign. In 2003 it is planned to adopt a systematic approach to all activities carried out by the business units, through a Strategic Plan of Social Responsibility. Sponsorship and social initiatives In line with the practice established over recent years, and as another means of strengthening ties with the community, in 2002 the corporation has participated in various sponsorship activities, through the companies within the Group, of which the following are highlighted: Support of the Group given to the cultural foundations of Gran Teatre del Liceu, Orfeó Català-Palau de la Música Catalana, the Francisco Godia Foundation, the Castells Culturals de Catalunya Foundation, el Museo de Arte Contemporáneo Esteban Vicente. In the area of social initiatives, the Group has collaborated with the Femarec Foundation for the integration of the mentally disabled, the Marató TV3 Foundation, the Association of the mentally deficient of Garraf, the Occupational Centre La Papelera of Vilanova y la Geltrú, and it has renewed its collaboration agreement with the Red Cross of Catalonia and Aragon to provide first aid assistance on the highway network. Collaborations with different academic institutions such as the Universidad Ramón Llull (sponsor of the “ETHOS Project”), the ESADE foundation, the IESE Foundation, the Universitat Politécnica de Catalunya of Vilanova y la Geltrú (Campus Universitario del Mediterráneo), as well as participation in scientific research in the area of telecommunications (Amandine, Flor and Anita). 33  Activity of Acesa 3.1_Highways 3.2_Car Parks 3.3_Logistic services 3.4_Telecommunication infrastructure Activity of Acesa Infraestructuras Infraestructuras 3_1 Hig hw ays The operation of toll highways sector is the main activity of the Acesa Group. In recent years, and especially in 2002, a good part of the Group’s investments have been concentrated in this sector to gain leadership both in Catalonia and in Spain, and form international alliances with the main European operators. The volume of investments in this sector in 2002 rose to 1,223 million euros. Of this figure, 601 million euros corresponds to the increase in the shareholding in Iberpistas (374 million euros in cash and 227 million through a share swap achieved by increasing Acesa’s share capital), 309 million euros was used to acquire 10% of Brisa and 148 million euros to increase the shareholding in Aucat (121 million euros), Autema (26 million euros) and Túnel del Cadí (1 million euros). Operative investments totalling 165 million euros were also made, of which 126 million corresponded to the construction of highways connecting the A-6 with Ávila and Segovia and 39 million euros on operative investments on the highways of Autopistas II. The toll highways business unit has two leading companies: Iberpistas, which primarily represents shareholdings in the toll highways in the centre of Spain; and Autopistas II, which represents the other shareholdings. Concessions managed directly Highway Montgat – Palafolls (C-31/C-32) Barcelona – La Jonquera (A-7) Barcelona – Tarragona (A-7) Montmeló – el Papiol (A-7) Zaragoza – Mediterraneo (A-2) Concessionaire Autopistas II Autopistas II Autopistas II Autopistas II Autopistas II % holding (*) 100% 100% 100% 100% 100% Castelldefels – Vendrell (C-31/C-32) Villalba – Adanero (A-6) Aucat A-6 Ávila – Segovia (A-6) Castellana 100% 100% 100% Km 49.0 150.0 100.4 26.6 215.5 58.0 69.6 52.2 Bilbao – Zaragoza (A-68) Buenos Aires - Luján Avasa Gco 50% 294.4 57.6% 52.5 End of concession 2021 2021 2021 2021 2021 2039 2031 2031 2026 2018 (*) Percentage held by Company that owns the shares (voting rights in the case of Gco). 1,068.2 36 Acesa Group directly manages more than 1,000 km. of highways in Spain and 50 km. in Argentina, operating nearly 50% of the toll highway network nationally. The incorporation of the concessions managed by the Iberpistas Group (A-6, Castellana and Avasa) following the public takeover offer presented during 2002, has resulted in a notable increase in the consolidated figures, both in terms of assets and the profit and loss account, as well as extending the average period of the portfolio of concessions, as shown in the following table. 13 8-7 12 14 9 5 3 6 10 4 1 2 11 Concessions managed directly 1 Autopistas II, C.E.S.A. 2 Autopistas II, C.E.S.A. 3 Autopistas II, C.E.S.A. 4 Autopistas II, C.E.S.A. 5 Autopistas II, C.E.S.A. 6 Autopistes de Catalunya, S.A. 7 Autopistas A-6, S.A. 8 Castellana de Autopistas, S.A.C.E. 9 Autopista Vasco-Aragonesa, C.E.S.A. Montgat - Palafolls (C-31/C-32) Barcelona - La Jonquera (A-7/C-33) Barcelona - Tarragona (A-7/A-2) Montmeló - El Papiol (A-7) Zaragoza - Mediterráneo (A-2) Castelledefels - El Vendrell (C-31/C-32) Villalba - Adanero (A-6) Ávila - Segovia (A-6) Bilbao - Zaragoza (A-68) Other shareholdings 10 Autopista Terrassa - Manresa, C.G.C.S.A. Sant Cugat - Manresa 11 Túnel del Cadí, S.A.C. 12 Accesos de Madrid, C.E.S.A. 13 Autopista Central Gallega, C.E.S.A. 14 Autopista del Henares, S.A.C.E. Túnel del Cadí Madrid - Arganda del Rey (R-3) Madrid Navalcarnero (R-5) A-6 - M-409 (M-50) Santiago de Compostela - Alto de Santo Domingo Madrid - Guadalajara (R-2) N-II - N-I (M-50) 49 km 150 km 100.4 km 26.6 km 215.5 km 58 km 69.6 km 52.2 km 294.4 km 48 km 30 km 63 km 57 km 80 km 37 3_1 Hig hway s Activity Traffic evolution on the highway network managed by Autopistas II, Aucat, A-6 and Avasa has been very positive during 2002 with increases in the average daily traffic of vehicles (ADT) on the previous year of 4.5%, 8.4%, 5.6% and 5.2%, respectively. Of special note on the Ávila – Segovia highway was the inauguration in November 2002 of the first stretch (Ávila- Villacastín) of 24.4 km, so the traffic figures for this year do not reflect the real scale of the future activity of the company. The second stretch to Segovia, of 27.8 km is scheduled to be opened in 2003. Internationally, it should be noted that in spite of the economic situation that Argentina has endured during the year the level of activity on the highway managed fell just 10.5%, much less that the declines experienced in other sectors and even on other toll highways in the same area. This gives grounds for some reasonable perspectives of recovery in the near future. Key data on companies managed directly Concessionaire ADT 2002 Change Thousand euros Autopistas II (*) Aucat 37,467 25,156 A-6 (*) 27,282 Castellana Avasa Gco 4,619 12,358 Net toll income (***) 457,794 Change 8.6% Operating profit 290,169 Change 7.4% 62,809 11.5% 40,714 17.7% 44,219 9.2% 32,374 1.5% 313 N/A 17 N/A 110,300 9.9% 70,433 15.8% 4.5% 8.4% 5.6% N/A 5.2% 53,282 (**) (10.5%) 24,523 (72.4%) 9,259 (79.9%) 699,958 442,426 (*) Includes the concession activity of the first half year which was carried out by the respective parent companies. (**) Number of trips. (***) Data corresponding to the full year 2002 which don’t always correspond to the consolidated figures (6 months of Iberpistas Group). 38 Economic results These concessions under direct management have generated total income of 619 million euros, an increase of 9.2% on 2001. This increase has been possible thanks to the good performance of the existing highways in Spain (Acesa and Aucat) and the incorporation in the second half of Iberpistas, which has compensated the fall in toll income in Gco (Argentina). The most significant operating expenses correspond to the allocation to the reversion fund, depreciation and personnel expenses, which together represent 71% of total operating expenses. Operating profit of these concessions reached 391 million euros against 347 million euros in 2001. Of this profit, 74% came from the Acesa concessions, 11% from Aucat, 13% from Iberpistas (6 months) and 2% from Gco. Other shareholdings Acesa Infraestructuras has minority holdings in the following concessionaire companies: Other shareholdings Company National Túnel del Cadí Autema National- under construction Accesos Madrid Central Gallega Henarsa International Elqui Brisa Autostrade Concession % holding Túnel del Cadí Sant Cugat-Manresa Madrid - Arganda del Rey Madrid - Navalcarnero Santiago de Compostela - Alto de Santo Domingo Madrid - Guadalajara Circunvalación Madrid Chile Portugal Italy 37.2% 22.3% 23.2 % 17.9 % 7.4 % 24.6 % 10.0 % 3.9 % Km 30 48 63 57 80 229 1,106 3,401 End of concession 2023 2037 2049 2074 2024 2024 2032 2038 39 3_1 Hig hway s Also in Portugal, the shareholding in Auto-Estradas do Atlantico has been sold at a capital gain of 13 million euros. Sociedad Concesionaria del Elqui, S.A. (Chile) 229 km Grupo Concesionario del Oeste, S.A. (Argentina) 52.5 km At national level, Acesa Group increased its shareholdings in Túnel del Cadí and Autema whose results (1,896 and 10,055 thousand euros, respectively) in 2002 continued to increase thanks to the positive evolution of traffic, with increases of 4% and 9%, respectively. The incorporation of Iberpistas has included the holdings in Henarsa and Elqui, whilst also allowing Acesa to increase its existing holdings in Accesos de Madrid and Central Gallega. The highways Accesos de Madrid, Central Gallega and Henarsa are under construction and are scheduled to be inaugurated between 2003 and 2004. At international level, Acesa Group has formed strategic alliances with the leading European operators (Autostrade and Brisa), with which it maintains cross shareholdings. In 2002 Acesa purchased a 10% holding in Brisa. This company is the leading highway operator in Portugal, managing more than 1,100 km, with operating income in excess of 520 million euros and net profit of 213 million euros in 2002. 40 . A . S , i u q E l l e d i a i r a n o s e c n o C d a d e c o S i . A . S , e t s e O l e d i o i r a n o s e c n o C o p u r G At the beginning of 2003 the indirect shareholding in Autostrade has also been increased to 10.8% following the public takeover offer made at the end of 2002 by Schemaventotto (in which the Acesa Group holds 12.8%) for 70% of Autostrade that it did not control. Brisa, Auto-estradas de Portugal, S.A. (Portugal) 1,106 Km Autostrade, S.p.A. (Italy) 3,401 Km 41 3_2 C ar Par ks Key data on car park companies Thousand euros Car Park spaces Saba Aparcamientos Satsa Parbla Saba Italia Spasa Spel Rabat Parking Investment realised (*) 96,822 (**) 8,011 1,228 21,575 107 3,052 872 % holding (*) 55.84 (**) 88.04 100.00 60.00 90.33 50.00 51.00 Equity 126,754 9,099 1,228 35,958 313 6,104 1,710 Result 13,977 644 7 127 41 (361) (27) 38,630 928 3,862 33,275 295 15,724 3,316 (*) Corresponds to the shareholding and investment made by the head company, Saba Aparcamientos, in the other companies. (**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Saba Aparcamientos). Andorra Lisbon Madrid Barcelona Rome Rabat 42 Cities with Saba car parks Spain Alicante Badalona Barcelona Blanes Cadaqués Castellón de la Plana Cornellà Elche Figueres Girona Ibiza Igualada La Coruña Las Palmas de Gran Canaria Madrid Marbella Mataró Puigcerdà Sabadell Sant Joan Despí Seville Sta Perpètua de Mogoda Tarragona Terrassa Vic Vilafranca del Penedès Vilanova i la Geltrú Morrocco Rabat Italy Rome Assissi Bolzano Verona Trieste Cremona Ascoli Piceno Naples Rieti Macerata Brindisi Principality of Andorra Andorra la Vella Portugal Oporto Portimao Lisbon Matosinhos Viseu Marco de Canaveses 43 3_2 Ca r Pa rks The car park business unit is based around Saba Aparcamientos (Saba), which centralises the holdings of the Group in this sector of activity. Activity At 31 December 2002, the Saba Group managed a total of 133 operating units (11% more than 2001) with a total of 96,030 parking spaces (8% more than 2001). The volume of vehicles rotating through the car park network of the Group has increased by 6.5% with respect to the previous year, totalling 50.4 million vehicles. The number of clients holding season passes rose to 21,170 in 2002, an increase of 6.4% on the previous year. During 2002 the activity of Saba Aparcamientos has been strengthened with the opening of a car park in Mataró (165 spaces in the first phase and 143 more in 2004) and the opening of the new PC parking building at Barcelona Airport. Saba was awarded the management of this car park by UTE Aparcament Aeroport de Barcelona, in which it holds a 25% share, for a period of 7 years. The opening of the PC building brings 2,316 car spaces into operation (which raises the total spaces of the car park managed to 11,000), with the opening of a new parking building (called PA) at the beginning of 2003 adding 2,000 new spaces. The Annual General Shareholders’ Meeting of Saba in June 2002 agreed to seek the de-listing of the company’s share from the stock exchanges of Barcelona and Madrid by making a public takeover offer. The shares have been de-listed since 25 November 2002, after completing the public takeover offer for 3.29% of the share capital. 44 The Portuguese company Spel opened car parks in Lisbon (370 spaces), Matoshinhos (684 spaces), Portimao (370 spaces) and Oporto (extension to 926 spaces) during 2002. Economic figures The car parks business unit recorded income of 81 million euros, which represents 11% of the total, contributing 21 million euros to the consolidated operating profit (5% of the total). In March 2002 the company purchased 100% of Parbla, a company specialised in the management of metered street parking that is active in areas along the coast of Catalonia. In July 2002 Parbla opened an extension of the Platja d’Aro car park with 250 underground parking spaces. The international expansion has represented a significant part of the operative increases for the year and represents an important part of the future growth potential. Saba Italia was awarded car parks in Vignola (420 spaces), Cremona (535 spaces), Verona (250 spaces) and Bari (280 spaces) during 2002 and opened car parks in Verona (481 spaces) and Marco de Canaveses (180 spaces). Included in the expansion activity carried out during the year, Saba Italia acquired 100% of Parcheggi Azzurri per Ascoli, which manages 725 parking spaces and 1,850 metered parking spaces (which enter into operation between 2002 and 2004). 45 3_3 Log ist ic ser vices Key data on logistic services companies Acesa Promotora Logística Investment realised (*) 53,805 (**) % holding (*) 100% (**) Equity 54,427 Thousand euros Parc Logístic Zona Franca Areamed 2000 Cilsa 11,871 35 25,429 50% 50% 32% 23,010 5,192 39,818 (*) Corresponds to the shareholding and the investment made by the head company, Acesa Promotora Logística, in the other companies. (**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Acesa Promotora Logística). Result 169 (298) 3,260 1,375 As a result of the company restructuring undertaken by the Group, Acesa Promotora Logística has become holder of the shares that Acesa Infraestructuras held in Parc Logístic de la Zona Franca (50%), Areamed 2000 (50%), and the investments in Port Aventura (6.3%) and USPA Hotel Ventures I (5.9%). The transfer of the holdings was made by increasing capital for a non-cash contribution of 15.6 million euros (plus a share premium of 3.1 million euros) which has been fully subscribed by Acesa Infraestructuras. With this contribution, Acesa Logística has become the head of the Group in this sector of activities. Activity Acesa Logística has continued operating the equipments area of the Central Integral de Mercancías (CIM) del Vallès (Integral Goods Centre of Vallès) with activity increasing in the majority of the services offered (truck parking, service station, hotel, restaurants, commercial area and mechanical services) with more than half of the office block inaugurated last year now under lease. The Parc Logístic de la Zona Franca has constructed and operated a logistics area of 105,000 square metres of warehousing and storage and a business area with more than 23,000 square metres of offices. The logistics area has reached an occupation levy of close to 100% in its first full year of activity for all the installations and the business area has been occupied by the Acesa Group and the Consorci de la Zona Franca de Barcelona for their respective head offices. The company has already reached a positive operating result and in 2003 it is expected that it will start to make a profit, consolidating the full occupancy of the logistics area and commencing the promotion of the new office buildings. During 2002, Acesa Logística has increased its shareholding in Cilsa to 32%. It is the only private shareholder in this company, with the other shareholders being Autoridad Portuaria de Barcelona (51%) and the 46 Sociedad Estatal de Promociones y Equipamientos de Suelo (State Company for the Promotion and Development of Land) (SEPES, 17%). Cilsa constructs and operates one of the main logistic areas of the Mediterranean, the Logistic Activities Zone of the Port of Barcelona in its two phases: ZAL I, already constructed and operative, covering 60 hectares which is fully occupied, including an office building and service area of 19,000 square metres. ZAL II when began to be developed in 2002, covering an area of 140 hectares and requiring an estimated investment of 200 million euros, without the need to seek additional funds from the shareholders. Lastly, Areamed 2000 has continued its activity of improving management and quality in the service areas of the highway concessions managed by Autopistas II during the year. It has recorded a general increase in its operations with respect to fee income from service station operators, restaurant and food services, and other services. Other operations In December 2002 Acesa Logística was awarded the contract for the construction and operation of the Logistic Activities Zone of the Port of Seville. This is a 26 hectare area where warehouses for logistics purposes are to be built and leased, along with a managed service centre offering the services required for optimal working of the complex. The total investment required is estimated at 37 million euros with work to be completed by 2008. Acesa Logística will be the majority shareholder in the company (60%) with the savings banks Caja San Fernando, El Monte and Unicaja (10% each) also participating, and the remaining 10% held by the Autoridad Portuaria de Sevilla (Seville Port Authority). In February 2003 the company Araba Logística, S.A. was incorporated, which will develop the Plataforma Multimodal de Álava (Arasur) (Álava Multimodal Platform) in which Acesa Logística has a 39.5% holding, together with Caja Vital (39.5%) and Álava Agencia de Desarrollo (21%). Located in a privileged position by the A-68 Zaragoza- Bilbao and A-1 Burgos-Armiñán highways, the national N-I Madrid-Irún highway and two rail lines, it covers an area of 2 million square metres and will house a service area for port logistic activities, storage centre, regulation and distribution of goods, inter-modal transfer centre and international transit centre, together with all the necessary services for people, companies and vehicles. Logistics operators Álava Barcelona Seville a l l i v e S e d o t r e u P l e d a c i t s g o L í a n o Z s e r a t c e h 6 2 Explotation Construction s a c i t s g o L í i s e d a d v i t c A e d a n o Z I L A Z l a n o e c r a B e d o t r e u P l e d s e r a t c e h 0 6 s a c i t s g o L í i s e d a d v i t c A e d a n o Z I I L A Z l a n o e c r a B e d o t r e u P l e d s e r a t c e h 0 4 1 l a d o m i t l u M a m r o f a t a P l ) r u s a r A ( l a v a Á e d s e r a t c e h 0 0 2 a c n a r F a n o Z a l e d í c i t s g o L c r a P s e r a t c e h 0 4 l a r g e t n I l a r t n e C s è l l a V l e d ) M C I ( í s a c n a c r e M e d s e r a t c e h 7 47 3_4 Telecommu n ica tion infrastructure Key data on telecomunication infraestructure companies Acesa Telecom Investment realised (*) 145.516 % holding (*) 100 % (**) Equity 142.881 Result (27.262) Operating income 1.117 Thousand euros Tradia 127.909 95 % 120.130 (13.925) 56.299 (*) Corresponds to the shareholding and the investment made by the parent company, Acesa Telecom, in the other companies. (**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Acesa Telecom). Acesa Telecom is the head of the telecommunication infrastructure business. In addition to bringing together the shareholdings of the Acesa Group in this sector, it also carries out activities of technical assistance and runs the fibre optic cables that are located along Acesa’s highways. During 2002 the necessary provisions have been raised to reflect the estimated losses of Xfera due to the freezing of its commercial and technical launch. Tradia is one of the leading Spanish companies specialised in leasing telecommunications infrastructures for mobile telephone operators, radio broadcasters and closed user groups. The provision of services to entities such as the Generalitat de Catalunya (Government of Catalonia) continues to be one of the most important activities, which involves the transmission and broadcast of the signals of Televisió de Catalunya and Catalunya Radio, amongst others, and operating the communications network (trunking) of the autonomous police, Firefighters of the Generalitat and other emergency services. To ensure the improvement and expansion of these types of services Tradia has successfully run transmission tests using DAB (Digital Audio Broadcasting) technology and TDT (Digital Television by Land) obtaining solid backing for what will be the main base of the future transmission systems. 48 Main areas with Tradia sites A Coruña Santiago Valladolid Bilbao Vitoria Zaragoza Lleida Girona Barcelona L’Hospitalet de Llobregat Tarragona Valencia Palma de Mallorca Madrid Toledo Seville Murcia Las Palmas de Gran Canaria The activities of transmitting private radio and television programmes have grown by 27%, with these activities located principally in the communities of Catalonia, Aragon, Levante and the Balearic Islands. In line with the growth plan that started in 2002, Tradia has continued constructing new sites to increase its service capacity for leasing infrastructures and transporting data of the leading mobile phone operators and LMDS across Spain. It is projected that this process of territorial expansion will be consolidated during 2003 with the objective of being able to offer telecommunication infrastructure services across the whole country. Operating income has risen 17.5% due to the increase and expansion of activities noted and EBITDA exceeded 11 million euros (a 20% increase). The results for the year reflect the significant investments being undertaken by the company (in its second full year of operations after being spun off from the Telecommunications Centre of the Generalitat de Catalunya) to guarantee the provision of services at an optimum technological and service level. 49 Annual report Autopistas 1967 Acesa Infraestructuras 2002 Acesa celebrated the 35th anniversary of its incorporation in 2002. From that moment, the construction, management and operation of the largest highway network in the country has generated employment for thousands of people and businesses, it has boosted commercial and social activity in the area, it has been the main access route for tourists to the Mediterranean and it has generated resources to invest in new infrastructures for the XXI century. Photos: Acesa Infraestructuras, Saba, Tradia, Centro de Documentación Marítima, Fundación Castellet del Foix. Annual report 2002 a r d n e S n a r r e F i d u t s E i n g s e D Ch air man’s letter Dear shareholders: It is a personal satisfaction to have the opportunity to comment on the evolution of the Acesa Infraestructuras business group and its results for 2002, a year which is undoubtedly historic due to the impulse and new dimension that the company has acquired. This impulse has taken place in a period of economic slowdown, as we foresaw in our address to you a year ago. The Spanish economy grew by 2.0% in 2002, compared to 2.7% in 2001, with growth being maintained thanks to investment in construction and household spending, whilst investment in plant and equipment and the tourist sector experienced a slowdown. Inflation reached 4% at the end of the year, well above the initial target of 2%. Imports by the United States could have acted as a driver, but purchases from Europe, which represent 17% of their total imports, only recovered in the last two quarters of 2002. In parallel, the increase in the uncertainty generated by a new geopolitical context and the successive falls in Stock Markets have resulted in losses of financial wealth in domestic economies. In this context, not only have we formed the base for our future, that is now underway, but we have also completed, at the same time, a historical cycle lasting 35 years in which a project initially focused exclusively on the construction, management and operation of highways has been transformed. Today our company has a much broader objective transport and communications infrastructures, and displays a clear ambition for leadership in Spain and to be a point of reference in Europe. Acesa Infraestructuras closed 2002 with very satisfactory results, with consolidated profit rising 13.6% to 195 million euros. These results, particularly notable in a period of international economic slowdown, have been possible thanks to the selective investments undertaken and the positive performance, overall, of all the activities. The most relevant indicator for the year has been precisely the volume of investments, that reached some 1,300 million euros, which where fundamentally concentrated in the Iberpistas operation, in the acquisition of 10% of the shares in the Portuguese company Brisa, and in increasing the shareholding in Aucat to 100%. The figure also included operative investments to improve and develop the various infrastructures managed. With these investments, Acesa Infraestructuras has strengthened its leadership in the highway sector both in Catalonia and in Spain, secured strategic alliances with the leading European operators –through cross-shareholdings with Autostrade and Brisa– and advanced in the process of expansion in its other sectors of activity. 4 I cannot fail to highlight the investment made by Saba during this last year, ensuring its growth in the European car park markets in Portugal and Italy; the growth of Acesa Logística –with new projects in Alava and Seville–; and the evolution of Tradia, with significant investments in the construction of new sites. In this process, Acesa Infraestructuras has maintained its policy of selective investments with the objective of providing its shareholders with an adequate combination of growth and return, without the need to seek additional funds from them. All business sectors of the Group reflect a positive evolution in their indicators of activity, which reaffirms the clear support in favour of the management of highway infrastructures, and also the new emerging sectors of our Group –the promotion of logistic areas and telecommunication infrastructures–, in which we observe significant income growth the most relevant indicator to measure whether the expansion processes underway will meet the medium and long-term expectations of return. I would like to draw special attention to the relevant events of the year, which have represented the confirmation of a strategic evolution started five years ago. These are the significant investments in highways (Iberpistas, Brisa and Aucat), the merger agreement with Áurea Concesiones de Infraestructuras and the adoption of a new company and organisational structure. These three landmarks have a triple interpretation which helps understand the business and management logic followed by the Acesa Group, which will conclude with the decision that you, the shareholders, adopt on the merger with Áurea. These are firstly to the our own dynamic as a company, marked by a strategic orientation towards opening up new territories and lines of business, seeking compatibility between growth and profit. Secondly, the position of our Group in the context of the sector in Spain and Europe, where the need for business groups with financial potential and sufficient scale to meet the requirements of private capital that finance new infrastructures is increasingly evident. Finally, this context naturally leads to a new organisational and corporate model, with capacity to adapt our business structure to the challenges that the administrations, market and clients mark in this new 21st century. The public takeover offer that Acesa made for Iberpistas responded to the orientation towards growth and leadership in the highway sector in Spain. Iberpistas is a company in which we have great confidence, given its positive evolution: it closed the year with a 9% increase in income, with net profit up 34%. The public takeover offer, which enabled 5 Cha irm an ’s l ette r Acesa to gain 98.4% of the capital, has been financed, in part, by debt and, in part, through an increase of Acesa capital to cover the share swap with Iberpistas shares. In parallel to the public takeover offer for Iberpistas, a merger agreement with Aurea, Concesiones de Infraestructuras was reached. It is an operation of maximum importance as Aurea is the second operator in Spain; it represents the continuation of Acesa in the E-15 (A-7) international road axis of the Mediterranean corridor from Tarragona to Alicante; it has a notable international presence in Europe and Latin America; and, lastly and fundamentally, its contribution to results enables us to maintain our dividend policy. The merger with Áurea means the creation of a new group that positions itself as the third operator in Europe in terms of kilometres of highway managed, the second by market capitalisation and net profit, and the first in shareholders’ funds. At the same time, what is most important for us, it is positioned as the leading European private business organisation focused on the management of infrastructures to serve mobility in the widest and most innovative context: highways, car parks, logistic areas, telecommunication infrastructures and airports. The basic operational framework for this new business group was presented at the Annual Shareholders’ Meeting last June, being centred on three principal axes: Acesa Infraestructuras as the corporate head, parent company and strategic leader of the group; the business units structured in the four current areas of activity, and lastly, Serviacesa, the shared services centre that provides administrative and technological support. Our Group’s commitment to the management of corporate social responsibility in 2002 has continued along previously established lines. The Castellet del Foix Foundation, which aims to encourage and promote studies and research in the three areas of ecology, demography and the economy, has developed broad activities financing studies, organising workshops, publishing results of great scientific interest and generating awareness of them. This is our core structure which we have endeavoured to give sufficient flexibility so that it can adapt to change, accept new challenges and assume centralised corporate management, but with business units with broad operative capacity, and strongly linked to their territory and clients. In the international context described above, the performance of our shares on the Stock Market has been notable, precisely because the share performance does not follow the phases of the economic cycle. In bear markets it resists selling pressure, acting as a safe haven, whilst in bull markets it recovers capital gains. The value of Acesa Infraestructura shares rose 1.3% in 2002. If we take into account the one for twenty bonus share issued and add the bonus issues in the two previous years, the cumulative increase in the last three years was 30%. In contrast, the IBEX closed the year with a decline of 28%, and a cumulative decline in the last three years of 48%. In terms of shareholder yield, the basic objective of our activity, we have maintained our policy of recent years by combining dividends and bonus share issues, which produces annual growth in the payout of 5%. In this respect, we present the proposal to distribute a final dividend of 0.223 euros per share in addition to the 0.24 euro interim dividend paid in October 2002 on shares issued at that date. This represents a total dividend payout of 156 million euros. To complete this text which is so descriptive of the present and hopeful for the future, allow me to make a brief reference to history, to the 35 years that precede us, which have led us to our business group today. The history of Autopistas began in the centrally located plaza Gal·la Placídia in Barcelona. That was where we had our head 6 office, which has been your head office, and which we moved at the end of the year to our new head office in the Parc Logístic of Barcelona. Here we have concentrated our professional teams of practically all the sectors of activity in which we are engaged, providing substance to the new corporate profile of our company. In this annual report we have allowed a nostalgic touch with graphic images that show the impact of the past with the present; images that illustrate very different eras, but which deep down are very similar. Because our essential objective continues to be the same: to be on the side of people, providing quality management of infrastructures for communication, generating employment and contributing to the economic and social development of our country. The Board of Directors, the management team and all our employees have participated in this common objective, many of them involved in our 35 years of history. To all of them I wish to express my thanks and, of you. I request, once again, your confidence in this new phase that we are beginning with the merger with Áurea and the birth of Abertis. Isidre Fainé. Chairman 7 Governing bodies Acesa Infraestructuras 1.1_Board of Directors 2.1_Strategy and organisational structure 1.2_Delegated bodies of control 2.2_Key Data 1.2.1_Executive committee 2.3_Significant events 1.2.2_Audit and Risk Control Committee 2.4_Human resources 1.3_Management team 2.5_Social responsibility 1.4_Corporate Governance Activity of Acesa Infraestructuras Financial Management 3.1_Highways 3.2_Car Parks 4.1_Comments on evolution of year 4.2_Shareholders and stock market 3.3_Logistic services 4.3_Acesa Group consolidated annual accounts 3.4_Telecommunication infrastructure 4.4_Acesa Infraestructuras, S.A. annual report 4.1_Comments on evolution of year 4.2_Shareholders and stock market 4.3_Acesa Group consolidated annual accounts 4.4_Acesa Infraestructuras, S.A. annual report Financial Management Financial Management 4_1 Comment s on evolution of yea r Financial statements of Acesa Infraestructuras The financial statements of Acesa Infraestructuras reflect the consequences of a unique year, with the change from its activity as concession operator to become the parent company of the Group and its business units. Balance sheet A S S E T S Net fixed assets Intangible fixed assets Tangible fixed assets Investments Deferred expenses Current assets Total assets L I A B I L I T I E S Shareholders’ Funds Share capital Share premium Reserves Profit Interim dividend Provisions for liabilities and expenses Long-term creditors Short-term creditors Total liabilities 2002 3,232,768 703 11,744 3,220,321 14,414 203,057 3,450,239 2002 2,009,416 1,036,890 115,553 753,157 182,817 (79,001) 42,419 606,354 792,050 3,450,239 Parent 2001 3,159,705 1,873 2,351,773 806,059 37,986 172,027 3,369,718 Parent 2001 1,744,084 876,405 769,636 164,762 (66,719) 841,489 461,327 322,818 3,369,718 Both assets and liabilities of the Company have changed significantly due to the incorporation of the branch of activities. Fixed assets have declined without the investment in highways, which represented 70 % of total assets, and other activities related to the concession activity, which have been substituted by an increase in investments, due to both the creation of Autopistas II and the subsequent contribution of the branch of activity as one of the most significant investments made during the year. In the liabilities, the reversion fund related to the concession activity has been transferred out and debts with credit institutions have increased due to financing requirements associated with the greater volume of investments undertaken. 227 million euros of the increase in equity corresponds to the increase in capital to cover the share swap in the public takeover offer for Iberpistas. 52 Profit and Loss Account Operating income Operating expenses EBITDA – operating profit Amortisation and reversion fund Operating profit Financial result Profit on ordinary activities Extraordinary results Corporation tax Profit for the year 2002 226,025 (60,161) 165,864 (35,128) 130,736 106,815 237,551 (19,986) (34,748) 182,817 Parent 2001 438,431 (103,193) 335,238 (65,189) 270,049 (19,634) 250,415 (1,542) ( 84,111) 164,762 2002 is not a typical year as far as the profit and loss account is concerned, given the combination of the concession activity in the first half (until the transfer of highway activities to Autopistas II) and its functions as holding company and head of the Group in the second half. As a result there has been a transition from operating income and expenses to investment income (dividends from subsidiaries) in line with the policy of dividend payouts followed by the heads of the distinct business units for the year. The profit recorded was 183 million euros, representing an 11% increase on the 2001 result. Due to the different nature of the concepts that make up the results, the different figures in the profit and loss account are not comparable with the previous year. From 2003 the profit and loss account of the parent company, Acesa Infraestructuras will consist of dividend income from the subsidiary companies in the distinct business units and operating expenses of the corporate structure and financial costs. 53 4_1 Co mm ents on e vol uti o n of ye a r Acesa Group Consolidated Financial Statements Balance sheet A S S E T Net fixed assets Start-up costs Intangible fixed assets Tangible fixed assets Investments Consolidation goodwill Deferred expenses Current assets Total assets L I A B I L I T I E S Shareholders’ Funds Share capital Share premium Reserves Profit Interim dividend Minority interests Negative consolidation differences Deferred income Provisions for liabilities and expenses Long-term creditors Short-term creditors Total liabilities Consolidated 2001 3,733,552 11,612 82,361 3,262,601 376,978 213,251 105,714 214,796 4,267,313 Consolidated 2001 1,764,752 876,405 783,118 171,948 (66,719) 144,476 22,730 20,725 893,201 864,538 556,891 4,267,313 2002 4,957,359 6,061 80,981 4,287,756 582,561 924,506 274,284 302,532 6,458,681 2002 2,033,390 1,036,890 115,553 764,619 195,329 (79,001) 89,576 22,487 23,862 1,386,685 1,607,351 1,295,330 6,458,681 The consolidated balance sheet of Acesa Group reflects the incorporation of the Iberpistas Group as a fully consolidated subsidiary as well as the effects of the devaluation in Argentina, which has seen the figures for Grupo Concesionario del Oeste decline during 2002. Also of note is the increase in the companies consolidated by equity accounting (and the liabilities resulting from the investment in these holdings), which in the majority of cases have provided significant increases in value during 2002. Shareholders’ funds now exceed 2,000 million euros, with shareholders’ funds representing 31% of total liabilities. Consolidated assets now exceed 6,450 million euros. 54 Profit and loss account Operating income Operating expenses EBITDA – operating profit Depreciation, reversion fund and revaluations Operating profit Financial result Result from companies accounted for by equity accounting Amortisation of consolidation goodwill / Negative consolidation diff. Profit on ordinary activities Extraordinary results Corporation tax Minority interests Profit for the year 2002 794,045 (256,450) 533,619 (131,265) 402,354 (93,955) 29,569 (19,084) 318,884 (28,998) (98,375) 3,818 195,329 Consolidated 2001 703,548 (227,734) 475,814 (117,105) 358,709 ( 63,163) 5,389 ( 5,539) 295,396 (9,361) (92,191) (21,896) 171,948 Consolidated operating income and expenses have increased due to the increased activity of Acesa, Autopistas II, Aucat and Tradia and the incorporation of Iberpistas during the second half of the year, positive effects that have compensated the decline in the Grupo Concesionario del Oeste investment caused by the devaluation and fall in activity in Argentina. As a result, operating profit has increased by 12%. The financial result has decreased by 49% basically as a consequence of the increased financial load with the acquisitions of shareholdings made during the year (Iberpistas takeover, Brisa, Cilsa, Aucat and others), the inclusion of the debt of the Iberpistas Group during the second half and the writing-down of the investment in Xfera Móviles S.A. With respect to profit from companies consolidated by equity accounting, the incorporation during the year of Brisa, Autema and Túnel del Cadí can be highlighted, as well as the increased contribution from the Italian company Autostrade and Areamed, due to substantial improvements in their respective operations. Profit from companies consolidated by equity accounting is six times that recorded in the previous year. The amortisation of the consolidation goodwill has also increased significantly following the acquisitions of Iberpistas, Brisa and Aucat made during the year. The entry for extraordinary items includes the capital gains on the sale of the shareholding in Auto-Estradas do Atlântico in Portugal, as well as the effects of indexing the debt of Grupo Concesionario del Oeste in Argentina for the effect of inflation. It should be noted that the financial statements used for GCO differ from the statements published in Argentina as they do not include the effect of the adjustment in assets and income for inflation, as this is not permitted under the accounting standards in Spain. Finally, profit attributed to minority interests has also changed significantly, mainly due to the increase in the shareholding of Aucat to 100 % and attributing to minority interests half of the GCO losses (profit in 2001). The consolidated profit for the Acesa Group rose to 195 million euros, an increase of almost 14% with respect to the previous year. 55 4_2 Sh areholder s and stock mark et Economic situation In 2002 share markets have suffered the negative consequences of three factors: on the one hand, an economic and business environment characterised by uncertainty in the behaviour of the leading world economies and expectations of company profits and, on the other hand, the scandals linked to fraudulent practices, which have reduced the confidence of investors and brought into question some market fundamentals. To this the underlying threat of war must be added, and the resulting increase in the price of oil. These factors have led to significant adjustments in share prices, with cuts in interest rates being insufficient to avoid the fall in the markets. The evolution through the course of 2002 has not been homogeneous, with three distinct periods identified. Until May the market was generally flat, with small oscillations. From June, the recession in the large Latin American economies and the uncertainty regarding profits of large companies, together with the economic slowdown saw the IBEX fall 33% in just five months. The year’s lows were marked in October and the expectations of interest rate cuts in the United States and Europe, and the improved outlook for profits in 2003 saw the IBEX recover by 11% in the last three months of the year, but still well short of the levels held at the beginning of the year. Volatility has been the dominant factor in the markets. Evolution of shares On 31 December 2002 the share capital of the company totalled 1,036,890 thousand euros, made up of 345,629,915 bearer shares, with a nominal value of 3 euros each, fully subscribed and paid up, of which 308,593,549 are Class A shares and 37,036,366 are Class B preference shares, which have the same rights as ordinary shares plus the right to a preferential dividend under the terms established in the public takeover offer of Ibérica de Autopistas, S.A. During 2002 two increases in capital have been made, the first on 29 June 2002, for a nominal amount of 111,109 thousand euros, through the issue of 37,036,366 preference shares, in a new Class B and unique series, each with a nominal value of 3 euros, to be used in the share swap of the public takeover offer made for the shares of Ibérica de Autopistas, S.A., with a share premium when issued of 115,553 thousand euros. The second increase was agreed on 9 December, making a bonus issue of 1 share for every 20 existing shares, of Class A or B indistinctively, for an amount of 49,375,701 euros, through the issue and circulation of 16,458,567 new Class A ordinary shares. Between 27 December 2002 and 10 January 2003, 35.5 million rights were traded, with a maximum price of 0.57 euros, a minimum of 0.54 and a weighted average price of 0.55. On 7 February 2003 the new shares were admitted for trading. Both share classes are listed on the four Spanish stock exchanges and on the Spanish interconnected trading system (continuous market). As from 1 January 2002 Acesa is grouped in the Market Services sector and the Car Parks and Highways sub- sector, following a reclassification of the sectors in the continuous market. The ordinary Class A shares belong to the IBEX 35 selective index. They are also included in relevant international indexes, such as the Standard & Poor’s Europe 350 and the Eurotop 300, which includes the principal listed European companies. The value of Acesa Infraestructuras Class A shares rose 1.3% in 2002; the adjustment is due to the bonus share issues of one share for every twenty, an increase that has been added to the register in the last two years, represents an accumulated increase of 30% in the last three years. The IBEX closed the year with a fall of 28 %, and an accumulated decline in these three years of stock market crises of 48%, as shown in the following graph. 56  Comparative evolution of Acesa and IBEX 35 over last 3 years 3-year evolution (2000 to 2002) (Base 30/12/99 = 100) 140 130 120 110 100 90 80 70 60 50 40 1999 adjusted close: 8.34 Change over 3-years: +30 % Close 2002: 10.80 30/12/1999 30/12/2000 30/12/2001 30/12/2002 Acesa Class A (*) Acesa Class B (*) IBEX (*) adjusted for increase in capital Acesa shares started 2002 by marking their low for the year on 16 January, and were flat through to May. They rose 2% in the middle of the year, reaching their high for the year in September, following completion of the takeover of Iberpistas and notification of the merger with Aurea Concesiones de Infraestructuras, S.A.. The share price slipped over the last few months of the year, recovering when the proposed merger was confirmed, closing the year on a positive note. As in previous years, Acesa has been one of the few companies in the IBEX which has managed to close with a rise in 2002, as only 9 of the 35 companies in the IBEX this year have ended with positive results. This performance is even more significant for the last three years, in which only 4 of the 35 companies in the IBEX 35 have achieved gains, including Acesa. Acesa class a shares 2002 Close (Euros) 12 11.5 11 10.5 10 9.5 9 19,753,492 10,141,562 Share volume 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Volume Adjusted share price Unadjusted share price 57 4_2 Sh are ho lder s a nd s to ck m ark e t Market information The market capitalisation of Acesa at 30 December 2002 was 3,784 million euros. 3,333 m from Class A shares and 451 m from Class B shares. IBEX IBEX Utilities Class A Acesa adjusted (*) Acesa Class B Acesa unadjusted (*) Acesa Close 2002 6,036.9 11,429.2 Close 2001 8,397.6 17,033.5 % change –28 –33 High 8,554.7 17,348.0 10.80 10.80 12.19 12.19 10.66 11.19 - - +1.3 –3.5 - - 11.42 11.99 13.02 13.65 Date 03/01/02 03/01/02 19/09/02 19/09/02 29/07/02 29/07/02 Low 5,364.5 10,311.6 Date 09/10/02 01/10/02 9.79 10.28 16/01/02 16/01/02 11.23 11.77 04/11/02 04/11/02 (*) Adjustment for bonus share issue. Note: high and low closing prices. Class A Shares Per share data (Euros) Acesa Profit (EPS) Adjusted Acesa Profit (1) Dividend (DPS) Nominal value Financial ratios PER (Closing price / EPS) Adjusted PER (1) Dividend yield (2) Pay-out (Dividend / EPS) (1) Adjustment for bonus share issue. (2) Using closing price. 2002 0.57 0.57 0.45 (1) 3.00 19.1 19.1 4.1 % (1) 85 % 2001 0.59 0.50 0.45 3.00 19.0 18.1 4.0 % 80 % Class A Shares Trading frequency: Days traded: Traded volume: Equivalent percentage of share class: Cash value: Weighted average price: Market capitalisation (30/12/01): Options on Acesa shares (100 shares per contract): 99.6 % 249 219,178,149 shares (annual change: +38%) 71 % 2,433,119,443.24 euros 11.14 euros 3,332,810,329.20 euros 22,637 contracts (annual variation: –48%) The share had a trading frequency of 99.6% during the year (249 days). It did not reach 100% due to the trading suspension by the Spanish Securities Commission (CNMV) on 18 December, following notification of the merger with Aurea Concesiones de Infraestructuras, S.A. 58 Class B Shares Started trading on 29 July 2002 Trading frequency: Days traded: Traded volume: Equivalent percentage of share class: Cash value: Weighted average price: Market capitalisation (30/12/01): Dividends 30 % 31 (out of 105 trading days) 185,998 shares 0.5 % 2,444,405.02 euros 13.14 euros 451,473,301.54 euros The amount destined to dividends in 2002 was 156,077 thousand euros. This figure is 18% more than the previous year, which reflects the 5% increase in return, as well as the impact of the new shares issued following the takeover of Iberpistas. The dividend yield with respect to the year end closing price was 4.1%; the adjustment relates to the one in twenty bonus share issue, which once again represents one of the highest yields amongst shares listed on the Spanish stock market. The yield on nominal value was 15%. During the year a final dividend of 0.223 euros gross per share was paid, which together with the interim dividend paid on shares issued at that date, represents a total gross dividend per share of 0.463 euros and 0.223 euros per share for the new shares distributed in the bonus issue. Shareholders Acesa publishes the magazine La Autopista Financiera for its shareholders and investors, which is sent quarterly to those who request it, having become an effective information vehicle. In addition, in our internet web site (www.autopistas.com) there is a specific section for investors and shareholders, where the investing public can find information of interest. Significant shareholders In accordance with the latest notifications of significant shareholdings to the Spanish Securities Commission (Comisión Nacional del Mercado de Valores), the direct shareholdings in Acesa Infraestructuras are as follows: Caixa de Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (*) Inversiones Autopistas S.L. Caixa d’Estalvis de Catalunya Autostrade Brisa International, SGPS, S.A. % capital 17.14 11.22 8.24 7.21 5.77 (*) The total shareholding of Caixa d’Estalvis i Pensions de Barcelona (Grupo) is 29.09% which includes the holding of Caixa de Barcelona Seguros de Vida, S.A. and the holding of Inversiones Autopistas, S.L. above. 59 4_3 A c e s a G r o u p c o n s o l i d at e d a n n u a l a c c o u n t s Consolidated balance sheet of the Acesa Group at 31 December (thousand euros) 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 Loans to subsidiaries consolidated by equity accounting Long-term share portfolio Long-term deposits and guarantees Other credits Provisions Consolidation goodwill Deferred expenses Current assets Inventories Receivables Advance payments to creditors Trade debtors Debtors – Public treasury compensation Sundry debtors Personnel Public treasury Provisions Short-term investements Short-term securities Interest receivable Other credits Treasury accounts Cash Banks and credit institutions Prepayments and accrued income Total assets 2002 4,957,359 6,061 80,981 5,427 16,472 54,230 44,000 727 170 (40,045) 4,287,756 4,008,175 4,154 280,789 167,980 68,366 17,654 98,294 (357,656) 582,561 498,237 6,000 33,425 1,425 58,426 (14,952) 924,506 274,284 302,532 6,920 223,126 162 59,848 78,014 34,397 320 54,039 (3,654) 53,363 47,843 349 5,171 17,198 1,971 15,227 1,925 6,458,681 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 8,991 170,556 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 60 L I A B I L I T I E S Equity Share capital Share premium Parent company reserves Revaluation reserves Legal reserves RD 1564/1989 Voluntary reserves Reserves in fully consolidated companies Reserves in companies consolidated by equity accounting Exchange differences Profit or loss attributed to parent company Consolidated profit Profits attributed to minority interests Interim dividend Minority interests Negative consolidation differences Deferred income Provision for liabilities and expenses Reversion fund Other provisions Long-term creditors Bond issues Amounts due to credit institutions Unpaid calls on share capital of Group companies Other creditors Short-term creditors Bond issues (interest) Amounts due to credit institutions Loans Interest on loans Loans with companies consolidated by equity accounting Creditors Trade creditors Other creditors Non-trade creditors Public treasury Accrued payroll expenses Other debts Deposits and guarantees received Accruals and deferred income Total liabilities 2002 2,033,390 1,036,890 115,553 739,403 554,526 140,387 44,490 25,152 5,047 (4,983) 195,329 191,511 3,818 (79,001) 89,576 22,487 23,862 1,386,685 1,318,029 68,656 1,607,351 60,000 1,443,541 55,598 48,212 1,295,330 553 1,037,263 1,017,437 19,826 22,447 160,239 140,851 19,388 74,180 43,777 7,792 16,319 6,292 648 6,458,681 2001 1,764,752 876,405 - 759,427 603,902 123,910 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 4,267,313 61 4_3 Acesa Group consolidated annual accounts Consolidated profit and loss account of the Acesa Group at 31 December (thousand euros) 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 Profit from ordinary activities Losses on disposal of fixed assets and extraordinary expenses Consolidated profit before tax Corporation tax Consolidated profit for the year Profit losses attributed to minority interests 2002 130,493 102,784 27,097 612 60,579 2,214 198,405 115,783 10,174 72,448 391,691 402,354 103,046 103,046 19,964 318,884 48,007 289,886 98,375 191,511 (3,818) 2001 119,238 95,900 22,955 383 66,127 (114) 165,912 96,077 12,419 57,416 351,163 358,709 70,134 70,134 5,539 295,396 15,270 286,035 92,191 193,844 21,896 Profit attributed to parent company 195,329 171,948 62 I N C O M E Net operating revenue Toll income Toll discounts and rebates Services Improvements to fixed assets Other operating income Related income and other management fees Total operating income Other interest and related income Total investment income Loss from financial operations Share in profit and loss of companies consolidated by equity accounting Reversal of negative consolidation differences Profit on disposal of fixed assets and extraordinary income Extraordinary loss 2002 761,583 645,441 (26,400) 142,542 3,976 28,486 28,486 2001 681,488 591,502 (24,699) 114,685 6,324 22,060 22,060 794,045 9,091 709,872 6,971 9,091 6,971 93,955 29,569 880 19,009 28,998 63,163 5,389 - 5,909 9,361 63 4_3 Acesa Group consolidated annual accounts Acesa Group Notes to the consolidated annual accounts for the year ended 31 december 2002 Note 1. Activity a) Activity ACESA INFRAESTRUCTURAS, S.A. (hereafter, Acesa or the Company), formerly AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A., was incorporated in Barcelona on 24 February 1967. Its registered office is Avenida del Parc Logístic, No. 12-20, Barcelona. Until 30 June 2002, Acesa was holder of the concessions which were transferred to AUTOPISTAS II, CONCESIONARIA ESPAÑOLA, S.A., (Sociedad Unipersonal), hereafter, Autopistas II, which is a fully owned subsidiary (see section b of this note). Its statutory purpose until the transfer of the concession activity was in line with the legal framework applicable to Concession Highway Companies. On 29 June 2002 the Company changed its name by public deed and modified its statutory purpose to “the construction, maintenance, operation of concession highways, or only the maintenance and operation and, in general, the management of concession roads in Spain and internationally. In addition to the above activities, its statutory purpose includes the construction of road infrastructures; complementary activities to construction, maintenance and operation of highways; service stations; integrated logistic and/or transport centres and/or car parks. The Company will also be able to undertake any other activity related to transport, communications and telecommunications infrastructures to serve mobility and transport of people, goods and information, with the necessary authorisation if required. The Company can carry out its statutory purpose, especially the concessionary activity, directly or indirectly, through its participation in other companies, being subject, in this respect, to the legal provisions in force at that time”. As indicated in note 2, the Company participates in highway and car park concessions, and in logistic services and telecommunications infrastructures through the respective companies and with the percentage holdings detailed therein. b) Transfer of activity The General Meeting of shareholders of the Company (sole shareholder of Autopistas) held on 29 June 2002 agreed to make a non-monetary transfer of the branch of activities related to the administrative concessions La Jonquera-Barcelona-Tarragona and Montgat-Palafolls of the Mediterranean highway and Zaragoza-Mediterranean of the Ebro highway, including the activities, assets, rights and obligations of the concessions to Autopistas II, as well as various shareholdings in other highway concessionary companies. In return it would receive the new shares to be issued by the acquiring company, empowering the Board of Directors to determine the time of transfer, the assets and liabilities comprising the branch of activity and their value. As a result of the transfer of the branch of activities indicated, the Company, as sole shareholder of Autopistas II decided to increase the share capital of this company by 876,405 thousand euros by issuing and releasing 292,134,982 shares with a nominal face value of 3 euros each and a total share premium of 770,722 thousand euros, which would be fully subscribed and paid up through the non-financial transfer of said branch of activities. Execution of the corresponding deed to increase capital established 1 July as the date from which it would be understood that all operations were effective on account of Autopistas II. 64 This valuation was verified by an independent expert designated by the Barcelona Mercantile Register, who issued a favourable report on 26 June 2002. The difference in the value of assets and liabilities transferred on the valuation date (31 December 2001) and the transfer date (1 July 2002) is shown in the current account between both companies. The General Meeting of Autopistas II with its single shareholder, Acesa, agreed, on 28 August 2002, to approve the effective balance of the transfer of the highway operations branch of activities completed at 30 June 2002, fixing the transfer date as 1 July 2002 and valuing the net equity of the branch of activities transferred at 1,647,127 thousand euros. Note 2. Basis of presentation and consolidation The consolidated annual accounts of the Acesa Group have been obtained from the consolidation of the parent company, Acesa Infraestructuras and the following subsidiary and associated companies: Subsidiary and associated companies (thousand euros) Company Registered Office Activity Share capital % shareholding direct indirect Company holding indirect investment Avda. Parc Logístic, 12-20. Barcelona Management company 3 100.00 Fully consolidated Serviacesa Highway operations Autopistas II Holdaucat, S.L. Autopistes de Catalunya, S.A. (Aucat) Ibérica de Autopistas, S.A. (Iberpistas) (7) Autopistas A-6, S.A. Iberavasa de inversiones, S.L. Castellana de Autopistas, S.A. Concesionaria del Estado (Castellana) Proconex, S.A. Avda. Parc Logístic, 12-20. Barcelona Avda. Parc Logístic, 12-20. Barcelona Avda. Parc Logístic, 12-20. Barcelona Pío Baroja, 6. Madrid Pío Baroja,6. Madrid Pío Baroja, 6. Madrid Pío Baroja, 6. Madrid Pío Baroja, 6. Madrid Promoción de Autopistas Chile Limitada Gestora de Autopistas, S.A. Santiago de Chile Santiago de Chile Toll highway concession holder Holding Co. of concessionary Toll highway concession holder Holding Co. of concessionary Toll highway concession holder Holding company Toll highway concession holder Operation of service areas Toll highway concession holder Toll highway concession holder 876,465 100.00 58,963 78,682 – – 50,000 24,207 24,000 100 1,438 1,446 – – – – – – Grupo Concesionario del Oeste, S.A. (Gco) (4) Ruta Nacional 7, km 25,92. Ituzaingó (Argentina) Toll highway concession holder 81,126 (2) 48.60 (4) 176,027 98.39 – – – – – – 100.00 Autopistas II 100.00 Holdaucat 98.39 98.39 98.39 98.39 98.39 50.18 – Iberpistas Iberpistas Iberpistas Iberpistas Iberpistas/ Proconex Promoción de Autopistas Chile Limitada – 65 4_3 Acesa Group consolidated annual accounts Subsidiary and associated companies (thousand euros) Company Car Parks Saba Aparcamientos, S.A. (Saba) (9) Parbla, S.A. Iniciativa Serveis de Salou, S.L. 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. Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) Registered Office Activity Share capital % shareholding direct indirect Company holding indirect investment Avda. Parc Logístic, 12-20. Barcelona Passeig d’Amunt, 5. Barcelona Sabino Arana, 38. Barcelona Pau Casals, 7. Andorra la Vella (Principality of Andorra) Pl. Vella, subsuelo. Terrassa Via delle Quattro Fontane, 15. Roma (Italy) Rue de Larache, 8. Rabat (Morocco) Avda. Parc Logístic, 12-20. Barcelona Motors, 392. L´Hospitalet de Llobregat (Barcelona) Car Parks Car Parks Car Parks Car Parks Car Parks Car Parks Car Parks 18,886 55.84 – 3 180 301 8,167 28,600 1,879 – – – – – – 55.84 55.84 50.44 49.16 33.50 28.48 – Saba Parbla Saba Saba Saba Saba Telecoms services. 149,236 100.00 – – Operator of telecoms infrastructures 131,488 – 94.99 Acesa Telecom Consolidated by proportional integration Highway operations Autopista Vasco-Aragonesa, C.E.S.A. Barrio de Anuntzibai, s/n. Orozco (Vizcaya) Toll highway concession holder 234,000 – 49.19 Iberavasa Consolidated by equity accounting Highway operations Autopistas-Conces. Espanhola, SGPS, S.A. Iberacesa, S.L. Isgasa, S.A. Alazor Inversiones, S.A. Accesos de Madrid, C.E.S.A. Tacel Inversiones, S.A. Autopista Central Gallega, C.E.S.A. Ibermadrid de Infraestructuras, S.A. Rua General Norton de Matos, 21-A. Arquiparque Algés Oeiras (Portugal) Pº Castellana, 51 Madrid Avda. Parc Logístic, 12-20. Barcelona Rozabella 6. Las Rozas (Madrid) Rozabella 6. Las Rozas (Madrid) Hórreo, 11. Santiago de Compostela Hórreo, 11. Santiago de Compostela Pío Baroja, 6. Madrid Sociedad Concesionaria del Elqui, S.A. Santiago de Chile Holding Co. of concessionary Holding Co. of concessionary Engineering technical services Holding Co. of concessionary Toll highway concession holder Holding Co. of concessionary Toll highway concession holder Study, promotion and construction of civil works infrastructure Toll highway concession holder 50 – 100.00 Autopistas II 32,229 61 141,300 141,300 28,550 28,550 500 76,040 – – – – – – – – 99.20 99.20 23.15 Autopistas II / Iberpistas Iberacesa Iberacesa 23.15 Alazor Inversiones 17.86 Iberacesa 17.86 Tacel Inversiones 98.39 Iberpistas 24.60 Iberpistas 66 Company Registered Office Activity Share capital % shareholding direct indirect Company holding indirect investment Infraestructuras y Radiales, S.A. Autopista del Henares, S.A.C.E. Túnel del Cadí, S.A.C. Autopista Terrassa-Manresa, Concessionària de la Generalitat de Catalunya, S.A. (Autema) Acesa Italia, S.R.L. Schemaventotto, S.p.A. Autostrade, S.p.A. (6) Brisa, Auto-estradas de Portugal, S.A. (8) Car Parks Golfo de Salónica, 27. Madrid Golfo de Salónica, 27. Madrid Carretera de Vallvidrera a St. Cugat, km 5,3. Barcelona Gran Vía de les Corts Catalanes, 680. Barcelona Via delle Quattro Fontane, 15. Roma. (Italy) Calmaggiore, 23. Treviso (Italy) Via A. Bergamini, 50. Roma (Italy) Quinta da Torre da Aguilha Edificio Brisa, 2785-589. Sao Domingos de Rana (Portugal) Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder Holding Co. of concessionary Holding Co. of concessionary Toll highway concession holder Toll highway concession holder 6,292 79,700 105,504 81,894 170,446 (1) 445,536 (1) 615,349 (3) 600,000 (3) – – – – – – – – 7.38 7.38 37.19 22.33 Avasa Infraestructuras y Radiales Autopistas II Autopistas II 100.00 Autopistas II 12.83 3.85 (5) 10.00 Acesa Italia Schemaventotto Autopistas II Spel-Sociedade de Parques de Estacionamento, S.A. Lugar do Espino Via Norte 4470 Porto (Portugal) Car Parks 6,000 – 27.92 Saba Logistic services Acesa Promotora Logística, S.A. Parc Logístic de la Zona Franca, S.A. Areamed 2000, S.A. Centro Intermodal de Logística, S.A. (Cilsa) Telecommunications Adquisición de Emplazamientos, S.L. (Adesal) Avda. Parc Logístic, 12-20. Barcelona Calle 60, nº 19 Pol. Industrial de la Zona Franca. Barcelona Vía Augusta, 21-23. Barcelona Portal de la Pau, 6. Barcelona Promotion and operation of logistic areas Promotion and operation of logistic areas Operation of service areas Promotion and operation of logistic areas 44,842 100.00 – – 23,742 70 15,467 – – – 50.00 50.00 32.00 Acesa Promotora Logística Acesa Promotora Logística Acesa Promotora Logística Motors, 392. L´Hospitalet del Llobregat (Barcelona) Operator of telecom. infrastructures 3 – 94.99 Tradia (1) Information at 31 December 2001. (2) Figures in thousands of Argentine pesos, without including the upward adjustment for Inflation reflected in the Argentine financial statements. The possible effect of the exchange rate risk on the value of the investment is covered by the exchange rate hedge described in note 17d to these accounts. (3) Information at 30 September 2002. (4) Company listed on the Buenos Aires Stock Exchange. Possession of 57.6 % of voting rights. (5) Shares pledged as guarantee of loan granted to Schemaventotto, S.p.A. to purchase shareholding in this company. (6) Company listed on the Milan Stock Exchange. (7) Company listed on the Spanish Continuous Market. At 31 December 2002 a delisting takeover offer was underway. (8) Company listed on the Lisbon Stock Exchange. (9) Following the delisting takeover offer the shares of Saba are no longer listed on the stock exchange at 31 December 2002. 67 4_3 Acesa Group consolidated annual accounts a) True and fair view The consolidated annual accounts have been prepared by the administrators of Acesa Infraestructuras with the objective of providing a true and fair view of its equity, the financial situation and the consolidated profit and loss account for the year ended 31 December 2002, based on the accounting records, both of Acesa Infraestructuras and its subsidiary companies, in accordance with the Rules for the Preparation of Consolidated Annual Accounts approved by Royal Decree 1815/91, dated 20 December 1991, and following the General Accounting Plan for highways, tunnels and other toll routes applicable to highway concessionary companies. All the companies in the consolidated group work to a financial year end at 31 December. The necessary adjustments and reclassifications have been made to standardise accounting policies in those cases where there are significant differences with respect to the parent company to obtain a true and fair representation of the Group; the companies consolidated by equity accounting have been standardised provided the necessary information was available. All the balances and significant transactions between consolidated companies have been eliminated in the consolidation process. b) Accounting principles of consolidation The consolidation methods applied to prepare the consolidated annual accounts are as follows: Fully consolidated: Used for those companies where Acesa holds a majority position of more than 50% of the share capital or voting rights, or 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 consolidated profit and loss account”, respectively. Proportional consolidation: for those companies where there is joint management (multi-group companies). 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 influence in the management; and those companies where the holding is 50% or more, but the interest is not significant with respect to presenting a true and fair view of the consolidated accounts. c) Variations in the consolidation perimeter The most significant variations in the consolidation perimeter during 2002 were the following: Creation and subsequent capital increase of Autopistas II, through the transfer of the branch of activities carried out by the company (see note 1b). Creation of the companies Autopistas-Conces. Espanhola, SGPS, S.A. and Serviacesa, S.L. for a sum of 50 and 3 thousand euros, respectively. Acesa Infraestructuras is the sole shareholder of both companies. Increase of shareholding in Iberpistas by 90.32 % following a public takeover offer presented by the Company during 2002. As a result of this acquisition, the Iberpistas Group is now fully consolidated by Acesa Infraestructuras, instead of included by equity accounting, with this change effective from 1 July 2002. Acesa Infraestructuras, through Holdaucat, has acquired the outstanding 22.27% of Aucat shares during 2002 to gain 100% control of the company. 68 Increase in shareholding in Autema with the purchase of an additional 12.28% (current shareholding stands at 22.33%). Acquisition of 10 % of Brisa. Acquisition of 1.8% of Túnel del Cadí, bringing the shareholding of Acesa Infraestructuras at 31 December 2002 to 37.19 %. Sale of the shareholdings in the companies Auto-Estradas do Atlântico, S.A. and Auto-Estradas do Atlântico II CS, S.A. in which Acesa Infraestructuras held 10 %. In 2002 it was agreed to wind up Fiparc with full cession of universal title to its assets and liabilities to Saba. Saba also acquired the company Parbla, S.L. (which holds 100% of Iniciativa Serveis de Salou, S.A.). Acesa Promotora Logística purchased 12.95% of Cilsa in 2002, bringing its shareholding to 32%. In December 2002, the holdings of Acesa Infraestructuras in Areamed and Parc Logístic de la Zona Franca were transferred to Acesa Promotora Logística through an increase in capital. Note 3. Accounting policies The most significant accounting policies applied in the preparation of the consolidated annual accounts are as follows: a) Consolidation goodwill Corresponds to the difference between cost and book value of parent company shareholdings in subsidiary companies on the date of first consolidation, after considering latent capital gains on acquisition, if any. Goodwill is amortised systematically over a maximum period of twenty years, or, in the case of toll highways and other concessions, over the remaining life of the concession, given that this period is a better match for generating the required resources for recovery. b) Negative differences on first consolidation 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) Conversion of financial statements in foreign currencies of foreign companies The financial statements prepared in foreign currencies corresponding to subsidiary companies in countries outside of the euro zone 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 are 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 are shown separately in the movements of the distinct balance sheet items detailed in the notes to these annual accounts. Following the application of this method, the exchange rate differences arising are shown under “Exchange differences” in the equity of the consolidated balance sheet, except in the case of Gco, because of the exchange rate hedge that exists (see note 17d). 69 4_3 Acesa Group consolidated annual accounts The exchange rate at close for the Argentine peso used in the consolidation of the financial statements of Gco was US 1 dollar = 3.5 Argentine pesos. The exchange rate differences resulting from conversion with respect to this company (having deducted the part corresponding to minority interests) is shown directly as an amount to be recovered under “Financial investments –Other credits” (46,355 thousand euros) as there is an exchange rate hedge (see note 17d). The financial statements of Gco used for the consolidation do not include the upward adjustment for inflation reflected in the Argentine financial statements. d) Start-up costs 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) Intangible fixed assets 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. The expenses incurred to obtain the administrative concession held by Castellana de Autopistas, S.A. are also included, being amortised systematically over the concession period. This balance sheet entry also includes the goodwill from the subsidiary company Tradia, which is amortised on a straight line basis over a period of 20 years. f) Tangible fixed assets Tangible fixed assets are valued at acquisition price, revalued in accordance with various legal provisions. 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. As a consequence of the adaptation of the General Accounting Plan applied to concessionary companies operating highways, tunnels, bridges and other toll ways, the highway investment of Acesa as at 31 December 1998 continues to be amortised through charges to the reversion fund. The depreciation 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. 70 The depreciation rates used to calculate the decline in value of the fixed assets are as follows: Buildings and other constructions Machinery Tooling Other installations Furniture Computer equipment Other fixed assets Toll gate machinery Highway investments Rate 2 - 6.6 % 6 - 30 % 7 - 37.5 % 7 - 20 % 10 - 20 % 20 - 37.5 % 3 - 30 % 3 - 12 % 2 - 20 % (*) (*) Gco depreciats the highway investment during the concession period, based on traffic volume. g) Financial assets and investments 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) Deferred expenses This entry includes: Expenses incurred in establishing and renewing loans, which are amortised during the period that they are in force, for an amount of 7,671 thousand euros. The counterparty of the debt with the Ministry of Public Works, is the 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 each of the last five years of the concession. As counterparty to that payment, and based on the resolution of the Ministry of Public 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 compensated with the discounts established for specified journeys of vehicles circulating on certain toll highways, with payments being the responsibility of the Ministry to their full extent. At 31 December 2002 the discounts recorded had reached 4,262 thousand euros, 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 16,711 thousand euros. The financing costs resulting from the debt raised to finance the investment in highways of Aucat and Avasa 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 2002 this amount totalled 47,331 thousand euros and 168,205 thousand euros respectively. The other highway concessionary companies do not have deferred expenses for this item. Advance rental of the infrastructures by Tradia total 19,952 thousand euros. This amount is amortised during the 25 years of the contract’s life. 71 4_3 Acesa Group consolidated annual accounts 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.d). These expenses are recorded monthly during the 60 months of the hedge. The balance at 31 December 2002 was 14,414 thousand euros. i) Inventories 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) Minority interests This account reflects the interest of minority shareholders in the net book value of fully consolidated companies at 31 December. The interests of the minority shareholders in results of the year from fully consolidated companies is shown as “Results attributed to Minority interests”. k) Reversion fund The reversion fund of the Group companies is generated annually throughout the concession period for assets subject to reversion, by means of regular charges to the profit and loss account until the fund totals the net book value of the assets to be reverted plus the estimated costs to be incurred 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 adaptation of the General Accounting Plan. The amount allocated to this fund in 2002 was 72,448 thousand euros. l) Other provisions 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) Provision for retirement and other personnel related liabilities Acesa Infraestructuras and Autopistas II have externalised, through an insurance policy, the fund which represents the current value of its future payment obligations to employees, in respect of certain retirement payments. n) Trade and non-trade debtors and creditors 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 the balance sheet date are classified as short-term and amounts due after this date are considered long-term. o) Corporation tax The consolidated profit and loss account for the year reflects the corporation tax expense on fully consolidated companies. Its calculation includes tax accrued during the year, the effect of timing differences between the tax assessment base and book profit, as well as tax credits and deductions due to Group companies. Acesa pays tax on a consolidated basis, together with those subsidiaries that meet the requirements established in current legislation (see note 14). 72 p) Foreign exchange differences 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 Infraestructuras in note 17d). q) Accounting for income and expenses 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. r) Actions affecting the environment Annually, amounts destined to meeting legal requirements related to the environment are recorded either as an expense or an investment, depending on their nature. The amounts recorded as investments are amortised over their useful life. No allocation has been made for liabilities or expenses of an environmental natural, given that there are no contingencies related with the protection of the environment. Note 4. Consolidation goodwill The movement during the year in consolidation goodwill was as follows: Holdaucat Aucat Brisa Spel Satsa Rabat Parbla Tradia Gco Iberpistas Avasa Iberacesa Autema Total Balance at 31.12.01 30,020 64,209 - 2,751 108 108 - 5,368 73,603 25,216 - - 11,868 Included in consolidation perimeter - - 187,323 - - - - - - - 71,306 176 Additions - 98,874 - - - - 665 - - 356,957 - - 15,918 Amortisation (815) (3,632) (4,557) (257) (29) (18) (33) (282) (655) (6,812) (1,951) (107) (816) Balance at 31.12.02 29,205 159,451 182,766 2,494 79 90 632 5,086 72,948 375,361 69,355 69 26,970 213,251 258,805 472,414 (19,964) 924,506 The inclusions and additions in the consolidation goodwill fund are due to the acquisitions indicated in note 2. The possible exchange rate risk on the consolidation goodwill of Gco is covered by the exchange rate hedges detailed in note 17d). 73 4_3 Acesa Group consolidated annual accounts Note 5. Negative consolidation differences The negative consolidation differences correspond to the Saba Group, from its shareholding in Saba Italia, and the Autopistas II Group, from its shareholding in Túnel del Cadí. The movement in this entry during 2002 was as follows: Balance at 31.12.01 Additions Imputed in results Balance at 31.12.02 Saba Italia Túnel del Cadí Total 8,691 14,039 22,730 637 637 (184) (696) (880) 8,507 13,980 22,487 Note 6. Tangible and intangible fixed assets The amounts and movements in tangible and intangible fixed assets during 2002 were as follows: Intangible fixed assets Tangible fixed assets Investment in highways Tollgate machinery Land and natural resources Buildings and other constructions Other fixed assets Other fixed assets in progress Total Balance at 31.12.01 114,674 3,538,173 3,003,214 55,014 3,510 246,397 218,328 11,710 3,652,847 Included in consolidation perimeter 2,592 1,060,974 955,878 1,766 507 3,217 12,702 86,904 1,063,566 Increase 9,171 185,090 37,862 6,854 213 23,857 21,850 94,454 194,261 Decrease (1,709) (17,497) (40) (332) (76) (11,019) (5,812) (218) (19,206) Transfers (3,697) 9,631 76,389 (1,061) - 18,337 10,522 (94,556) 5,934 Exchange differences (5) (130,959) (125,746) (1,623) - - (3,590) - (130,964) Balance at 31.12.02 121,026 4,645,412 3,947,557 60,618 4,154 280,789 254,000 98,294 4,766,438 The movements in accumulated depreciation for the year were: Intangible fixed assets Tangible fixed assets Investment in highways Tollgate machinery Buildings and other constructions Other fixed assets Provision fixed assets Total Balance at 31.12.01 32,313 275,572 87,854 35,360 53,639 98,673 46 307,885 Included in consolidation perimeter 270 50,755 44,720 - 913 5,122 - 51,025 Increase 9,217 47,912 16,535 4,035 8,016 19,326 - 57,129 Decrease (1,415) (3,151) - (65) (842) (2,244) - (4,566) Transfers (337) 615 140 (469) 575 369 - 278 Exchange differences (3) (14,047) (13,005) (518) - (524) - (14,050) Balance at 31.12.02 40,045 357,656 136,244 38,343 62,301 120,722 46 397,701 Investments in fixed assets outside of Spain total 149,730 thousand euros (180,318 thousand euros gross fixed assets less 30,588 thousand euros depreciation). 74 For consolidation purposes, buildings and other constructions includes the amount paid in respect of the latent appreciation on the acquisition 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 net balance of the latent capital gain at 31 December 2002 was 24,295 thousand euros. Included in fixed assets are revertible assets valued at 4,282 million euros, depending on the concession in each case, principally being highway investments, including revaluations and adjustments of 2,068 million euros. 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. 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 22,163 222 37,274 1,995 10,396 2,427 4,499 13,133 92,109 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 service stations, where the concessionary is responsible for insurance. The Group companies have also taken out the necessary civil liability insurance policies covering their activities in general. Note 7. Investments The breakdown of balances and changes in fixed assets is as follows: Holdings in companies consolidated by equity accounting Loans to companies consolidated by equity accounting Long-term share portfolio Long-term deposits and guarantees Other credits Provisions Total Balance at 31.12.01 308,762 Included in consolidation perimeter 168,413 - - 39,382 1,287 31,434 (3,887) 376,978 10,172 61 166 (317) 178,495 Increase 62,810 Decrease (37,438) Transfers - Exchange differences (4,310) Balance at 31.12.02 498,237 3,000 1,706 528 32,579 (15,835) 84,788 - 3,000 (17,895) (457) (271) 4,992 (51,069) 60 6 (1,104) 95 2,057 - - - (4,378) - (8,688) 6,000 33,425 1,425 58,426 (14,952) 582,561 75 4_3 Acesa Group consolidated annual accounts The breakdown and movement in the companies consolidated by equity accounting is as follows: Acesa Italia Brisa Iberacesa Parc Logístic ZF Acesa P. Logística Auto-Estr. do Atlântico Areamed 2000 Auto-Estr. do Atlânt. II Autopistas SGPS Adq. Emplazamientos Túnel del Cadí Iberpistas Autopista del Henares Conces. del Elqui Ibermadrid de Infr. Autema Spel Total Balance 31.12.01 175,631 - 19,470 11,640 22,946 5,253 974 5 - 3 38,978 22,253 - - - 8,231 3,378 308,762 Included in consolidation perimeter - 121,986 19,146 - - - - - 50 - - - 4,628 22,265 338 - - 168,413 Increase - - 787 - 19,467 - - - - - 1,904 - - 805 - 10,275 3 33,241 Result for year 8,000 13,600 293 (149) 368 - 1,630 - - - 705 1,427 - 1,812 9 2,235 (361) 29,569 Decrease (1,120) (6,300) - - (60) (5,253) - (5) - - - (23,680) - - - (1,020) - (37,438) Exchange difference - - - - - - - - - - - - - (4,310) - - - (4,310) Transfer - - - (11,491) 14,095 - (2,604) - - - - - - - - - - - Balance 31.12.02 182,511 129,286 39,696 - 56,816 - - - 50 3 41,587 - 4,628 20,572 347 19,721 3,020 498,237 The holding in Iberpistas consolidated by equity accounting has been fully consolidated since 1 July. During 2002 the shareholdings in Auto-Estradas do Atlântico and Auto-Estradas do Atlântico II have been sold. Acesa Infraestructuras has included the following companies in those consolidated by equity accounting: Brisa with a 10 % shareholding. Autopista del Henares, Concesionaria del Elqui and Ibermadrid de Infraestructuras, as companies of the Iberpistas Group which were consolidated by equity accounting. The consolidated sub-group of Acesa Promotora Logística, S.A. (consolidated by equity accounting) includes the following holdings consolidated by equity accounting and their respective consolidation goodwill: Parc Logístic de la Zona Franca Areamed 2000 Cilsa Total Consolidated sub-group at 31.12.02 Acesa Promotora Logística, S.A. Holdings consolidated by equity accounting 11,491 2,604 25,628 39,723 Consolidation goodwill - - 16,614 16,614 The long-term share portfolio is basically composed of the holding in Xfera Móviles, S.A. A provision has been raised against a significant part of this holding. In compliance with Article 86 of the Royal Decree-law 1564/1989, the requisite communications were made to companies in which investment exceeds 10%, as were successive acquisitions of multiples of 5% of the capital. These acquisitions were also notified to the Spanish Securities Commission (CNMV). 76 Note 8. Accounts receivable The breakdown of accounts receivable by type of activity is as follows: Highways Car Parks Telecommunications Total Amount 153,812 19,853 49,461 223,126 Note 9. Short-term investments The average yield from deposits held by the Group companies during 2002 was 3.15%. Note 10. Equity The breakdown and movement in equity during the year ended 31 December 2002 was as follows: Share capital Share premium Parent company reserves Revaluation reserve RDL 7/1996 Legal reserve Distributable reserves Reserves in fully consolidated companies Reserves in companies consolidated by equity accounting Exchange differences Profits attributable to parent company Interim dividend Total Balance 31.12.01 876,405 - 603,902 123,910 31,615 21,890 1,855 (54) 171,948 (66,719) 1,764,752 Distribution of result for the year - - - 16,477 12,875 7,792 2,953 (14) (171,948) 66,719 (65,146) Increase in capital 160,485 115,553 (49,376) - - - - - - - - - - - - 195,329 226,662 195,329 The amount of other movements under reserves in fully consolidated companies corresponds to operations in Saba’s own shares in the delisting takeover offer. a) Share capital The share capital of Acesa is made up of 345,629,915 shares each with a nominal value of 3 euros, being those entered in the share register. The shares are fully subscribed and paid up, of which 308,593,549 are class A shares and 37,036,366 are class B preference shares which have the same rights as the ordinary shares and, additionally, have the right to a preferential dividend which will be paid once to holders of these shares at the end of five years and three months from the publication date of the results of the Takeover Offer for Iberpistas in the stock exchange bulletin. The maximum amount of the preferential dividend for each preference share will be the difference between 14.87 euros per share and the weighted average share value of the ordinary shares in the last quarter prior to calculation, with a upper limit of 4.25 euros per share. Profit for the year - - Other movements - - Balance 31.12.02 1,036,890 115,553 - - - (4,530) 554,526 140,387 44,490 25,152 239 5,047 (4,915) - (79,001) (88,207) (4,983) 195,329 (79,001) 2,033,390 77 4_3 Acesa Group consolidated annual accounts At 31 December 2002 the most important shareholdings were as follows: Caixa d’Estalvis i Pensions de Barcelona (Group) Caixa d’Estalvis de Catalunya Autostrade, S.p.A. Brisa % 29.09 8.24 7.21 5.77 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). On agreement of the Annual General Shareholders’ Meeting of 29 June 2002, the Company increased share capital by the nominal amount of 111,109 thousand euros, through the issue of 37,036,366 preference shares, issued as new class B shares in a single series, at a value of 3 euros per share, to be used in the share swap operation, established to improve the takeover offer made by the Company for the shares of Iberpistas, dated 20 May 2002. The share premium was 115,553 thousand euros. At the same meeting payment of a final dividend for 2001 was approved, being 0.22 euros gross per share, representing a total sum of 65,146 thousand euros. By agreement of the Shareholders’ Meeting of 9 December 2002, the Company increased share 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 49,376 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) Revaluation Reserve of Royal Decree 7/1996, of 7June This reserve originates from the revaluation of the fixed assets of Acesa Infraestructuras, by virtue of Article 5 in the above legislation. As three years have passed since the balance sheet date when the revaluation was made and there has not been an examination by the Tax Administration, the revaluation operations are thus deemed to be correct and the balance of the account is accepted by the Tax Inspectorate, accordingly, the balance is available for: Off-seting book losses. Increasing share capital. Creating reserves freely available for distribution, ten years from the date of the balance sheet containing the revaluation operations. The balance of this account cannot be distributed, directly or indirectly, unless the capital gain has been realised, with the understanding that this is the case when the revalued assets have been fully amortised, transferred or written off in the books. Given the activity transferred in note 1b, the requirement that the capital gain has been realised can only be understood as such when the company acquiring the revalued assets as part of the new activity has depreciated those assets, transferred or written them off in the books. 78 c) Legal reserve In accordance with the Spanish Companies Act, 10% of the annual profits must 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 offset losses when there are no other reserves available for this purpose. d) Reserves in fully consolidated companies and companies consolidated by equity accounting The breakdown by companies of this entry is as follows: Iberpistas Group Saba Group Holdaucat Group Gco Acesa Telecom Group Total reserves in fully consolidated companies Acesa Italia Group Acesa Promotora Logística Group Iberacesa Group Saba Group Total reserves in companies consolidated by equity accounting Amount (245) 11,273 12,397 10,277 (8,550) 25,152 Amount 4,082 1,156 214 (405) 5,047 At 31 December 2002 Caixa d’Estalvis i Pensions de Barcelona (”la Caixa”) held directly or indirectly 39.91% of the share capital in Saba. e) Exchange differences The breakdown by companies of this entry is as follows: Saba Group Iberpistas Group Total exchange differences Amount (60) (4,923) (4,983) 79 4_3 Acesa Group consolidated annual accounts Note 11. Minority interests The balance of this item at 31 December corresponds to the holdings of minority shareholders shown at their book value on that date in fully consolidated companies of the Saba, Holdaucat, Iberpistas and Acesa Telecom groups and the company Gco, with the following changes during the year: Saba Group Holdaucat Group Acesa Telecom. Group Iberpistas Group Gco Total Balance 31.12.01 77,564 22,439 6,006 - 38,467 144,476 Increase holding (2,362) (20,121) - 5,884 - (16,599) Results 5,840 1,275 (698) 722 (10,957) (3,818) Dividend attributed to minority interests (4,743) (3,593) - (454) - (8,790) Exch. Diff. - - - (3) (20,239) (20,242) Others (5,451) - - - - (5,451) Balance 31.12.02 70,848 - 5,308 6,149 7,271 89,576 Note 12. Provisions for liabilities and expenses The movements under this item during the year ended 31 December 2002 were as follows: Reversion fund (see note 2k) Other provisions (see note 2l) Total Balance 31.12.01 830,288 62,913 893,201 Included consolidation perimeter 415,340 - 415,340 Increase 72,448 11,120 83,568 Decrease (47) (4,181) (4,228) Exchange differences - (1,196) (1,196) Balance 31.12.02 1,318,029 68,656 1,386,685 Note 13. Bond issues and loans with credit institutions The table below shows the balance of outstanding loans and bonds at year end 2002. 1st bond issue 2 nd bond issue 3 rd bond issue Total bonds Syndicated Loan Syndicated Loan Loan agreement Loan agreement Syndicated Loan Syndicated Loan ICO Loan Loan Loan Loan Maturity 2010 2010 2015 2009 2004 2004 2015 2006 2013 2005 2013 2011 2007 Nominal 20,000 20,000 20,000 60,000 216,365 7,212 27,046 2,724 210,354 189,225 769 301,050 200,000 60,000 Balance taken up 20,000 20,000 20,000 60,000 216,365 7,212 16,871 2,484 210,354 181,414 231 234,735 110,100 60,000 80 Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Loan Mortgage Mortgage Total loans Long-term total Syndicated Loan Loan agreement Syndicated Loan Loans Factoring Short-term total Total bonds and loans with credit institutions. Maturity 2007 2016 2005 2006 2006 2007 2006 2008 2004 2005 2006 2006 2006 2006 2017 2009 2016 Nominal 60,000 100,000 45,000 40,000 40,000 31,000 30,000 30,000 18,010 15,345 15,259 11,493 7,629 3,780 721 180 731 1,663,893 1,723,893 162,271 877,894 363,000 50,742 24,000 1,477,907 3,201,800 Balance taken up 60,000 55,000 45,000 40,000 40,000 31,000 30,000 30,000 18,010 15,345 15,259 11,493 7,629 3,780 490 127 642 1,443,541 1,503,541 151,582 433,284 363,000 50,127 19,444 1,017,437 2,520,978 During 2002 the companies of the Group have entered various operations to cover their financing requirements. At 31 December, Group companies have debts in foreign currencies, primarily held by Gco (Argentine pesos), of a total sum of 55,200 thousand euros, of which 17,039 thousand euros was short term debt. The toll income of Gco is pledged as guarantee against these debts. At 31 December companies of the Group have various financial transactions (swaps and collars) to hedge the financing costs of loans with a nominal value of 927,392 thousand euros. This includes a swap signed in November 2001 for an amount of 60,101 thousand euros which is valid from January 2003. Of these operations, 416,567 thousand euros were arranged with financial institutions that are shareholders of Acesa Infraestructuras. Part of the loan and credit operations included as debts with credit institutions at 31 December 2002 (310,681 thousand euros long-term and 251,935 thousand euros short-term) were arranged with financial institutions that are shareholders of Acesa Infraestructuras, at market interest rates. The weighted average annual interest rate for bonds and long-term debts with credit institutions is approximately 4.15%. 81 4_3 Acesa Group consolidated annual accounts Note 14. Tax position Acesa calculates tax for 2002 on a consolidated fiscal basis, as parent company of the fiscal group of the subsidiary companies Autopistas II, Serviacesa S.L., Holdaucat, S.L., Autopistes de Catalunya, S.A. (Aucat), Acesa Promotora Logística, S.A., Acesa Telecom, S.A., Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) and Adquisición de Emplazamientos, S.L.(Adesal). 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 consolidated companies, including consolidation adjustments, is as follows: Consolidated profit before tax Permanent differences (including consolidation adjustments) Timing differences arising during the year from previous years Tax losses carried forward Tax assessment base Amount 289,886 (180) (1,285) (1,556) 286,865 (278) (1007) In calculating the tax payable, the companies of the consolidated group have applied deductions to avoid the double taxation internally on dividends received, as well as deductions on investments associated with the realisation of various activities, for a total amount of 2,478 thousand euros. The balance at 31 December 2002 of prepaid and deferred taxes were 8,053 and 5,041 thousand euros respectively. Tax losses pending to be offset from companies in the consolidated group totalled 10,513 thousand euros at 31 December 2002, broken down as follows: Maturity 2002 2003 2004 2005 2006 2015 2016 Total Amount 32 24 51 48 68 1,931 8,359 10,513 A tax credit of 3,508 thousand euros of these tax loss carry forwards has been recorded under “Debtors Public Treasury”. During 2002, companies in the Acesa Group have been involved in various company operations in which they have opted for the application of the special fiscal regime of Chapter VIII and Title VIII of the Company Tax Law. These operations were as follows: Acesa transferred its concession activities where as holder it operated various highways, including the assets, rights, obligations and other legal relations related with their operation, as well as title to shares and/or holdings of capital in highway concessionary companies, to a newly created company called Autopistas II, Concesionaria Española, S.A. 82 Iberpistas, S.A. transferred the activities related to the Administrative Concession of the Villalba-Villacastín-Adanero highway, including the activities, assets, rights and obligations of the concession to a newly created company called Autopistas A-6, S.A. Increase of capital in Acesa, to use in the share swap established in the public takeover offer made by the Company for the shares of Iberpistas, S.A. Increase of share capital in Acesa Promotora Logística, S.A., fully subscribed by Acesa through the non-monetary transfer of shareholdings in various companies. 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 and for 2000, of a partial nature and in a consolidated fiscal regime, 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 tax legislation applicable to certain operations, contingent tax liabilities could arise that are difficult to quantify. Nevertheless, the consequences that could arise would not have a material effect on the consolidated annual accounts. Note 15. Income and expenses a) Net operating revenue The distribution of net operating revenue by activity and market corresponding to the ordinary activities of the Group is as follows: Highway operations National International Car park operations National International Telecommunication infrastructures - national Total 597,048 29,716 20,442 60,210 Amount 626,764 80,652 54,167 761,583 Acesa Infraestructuras has not recorded income for the years 2000 and 2001 corresponding to the highway toll rate revision by the State in the year 2000, not authorised by the Minister of Public Works, for an amount of approximately 17,391 thousand euros. The Company has appealed this decision in the courts. b) Personnel The average number of employees in the Parent and Group companies is as follows: Permanent staff Temporary staff Total Importe 3,401 589 3,990 83 4_3 Acesa Group consolidated annual accounts c) Extraordinary items The extraordinary items include the effect of the revaluating the loans in Gco by the Stabilisation Reference Rate (CER) (for an amount of 23,868 thousand euros), the deferral of amortisation resulting from the adaptation of Aucat to the new general accounting plan for toll highways (for an amount of 8,547 thousand euros), the recognition in Tradia of expenses incurred and investments related with the acquisition and construction of sites (for an amount of 7,804 thousand euros), the capital gain obtained by Acesa Infraestructuras in the sale of its shareholding in Auto-Estradas do Atlântico (for an amount of 13,569 thousand euros) and other extraordinary items recorded in other companies of the Group. d) Contribution of each Company to the consolidated result The breakdown by companies of the results attributed to the Parent Company is as follows: Acesa Infraestructuras Autopistas II Iberpistas Group Saba Group Brisa Holdaucat Group Acesa Italia Group Autema Acesa Promotora Logística Group Tunel del Cadí Iberacesa Group Gco Acesa Telecom Group Total Consolidated result 66,585 93,801 28,871 13,680 13,600 10,914 8,000 2,235 1,849 705 293 (21,318) (27,704) 191,511 Minority interests - - (722) (5,840) - (1,275) - - - - - 10,957 698 3,818 Result attributed to parent 66,585 93,801 28,149 7,840 13,600 9,639 8,000 2,235 1,849 705 293 (10,361) (27,006) 195,329 e) Transactions in foreign currency The transactions in foreign currency are primarily those undertaken by Gco (Argentine pesos), with the details set out below, expressed in thousand euros: Toll income Services provided Services received Amount 24,523 1,044 6,058 Note 16. Environmental information The Group gives maximum attention to activities aimed at protecting and conserving the environment, with each Company taking the necessary actions to minimise the environmental impact of the infrastructures managed, with a view to gaining the maximum possible integration with their surrounding area. The Acesa Group has invested 3,246 thousand euros during 2002 in improving the environment, through the following actions: Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on-ramps and off-ramps. 84 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. In 2002 Acesa has also made contributions of 1,177 thousand euros to the Castellet de Foix Foundation, whose principal objective is to promote studies into the effects of large-scale infrastructures on the environment, economy and demography. Note 17. Other information a) Annual remuneration of the directors for their management as members of the Board of Directors of Acesa Infraestructuras is fixed as a share in the liquid profits. It can only be paid out once transfers to reserves that the Law establishes are covered, and 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. Overall remuneration of the board members of Acesa in all the Group companies totalled 3,832 thousand euros in 2002, of which 2,107 thousand euros corresponded to salaries and expenses, and 1,725 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 on the stock market for any of its employees or any members of the Board of Directors. b) The Company, respecting the second general point of the Code of Good Governance prepared by the “Special Commission for the Study of a Code of Ethics for Company Boards of Directors”, states, once again, that the members of the Board of Directors are nominated by the core shareholders which hold the majority of the company’s shares. With regard to the structure of the Company’s administrative body, there is an Executive Commission that meets monthly. Additionally, in 2002 an Audit and Control Commission was formed. Finally, the Board of Directors approved an internal regulation, notifying the market of this through the Spanish Securities Commission (CNMV). c) As at 31 December, the Group has guarantees to third parties given by financial entities, which are detailed below by company: Acesa Infraestructuras Saba Iberpistas Autopistas II Avasa Castellana Aucat Tradia Autopista A-6 Total Amount 247,107 27,238 20,197 19,182 11,197 14,640 14,279 2,439 1,286 357,565 85 4_3 Acesa Group consolidated annual accounts The guarantees of Acesa Infraestructuras correspond principally to guarantees given by financial institutions to Public Administrations for certain commitments (investments, operation of services, etc.) undertaken by group companies. It is not considered that these guarantees will lead to unexpected material losses. d) In the year 2000 Acesa Infraestructuras contracted exchange rate hedges on the investment made in the Argentine company Gco. The following financial instruments were contracted: Transactions without the exchange of principal on maturity (Non Delivery Forward). The nominal value of all these transactions is USD 120.6 million. Acesa Infraestructuras sells 120.6 million Argentine pesos in exchange for USD 120.6 million, with maturity in October 2005, having fixed the exchange rate to buy Argentine pesos on maturity in 2002. Cross-currency interest rate swap (Cross-Currency IRS) between USD and Euros. The nominal value of these transactions is USD 120.6 million, with maturity in October 2005. The premiums paid up front for the hedging transactions are accounted for on a straight-line basis over the period of the transaction (see note 3h.). The interest payments 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. e) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services and other services provided to the Group totalled 316 thousand euros. The fees received during the year for other services provided to the company for other companies trading under the name PricewaterhouseCoopers totalled 296 thousand euros. Note 18. Financial plan In February 2000, the Ministry of Public Works approved the update of Acesa’s Financial Plan, 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. The Financial Plan applicable to Autopista A-6, S.A. was presented on 31 December 1997 to the Delegation of the Government in the Concessionaire Companies of National Toll Highways. Subsequently, the Order of 10 December 1998 approved the terms of adaptation in the General Accounting Plan for concessionaire companies of highways, tunnels, bridges and other toll routes, with the Company adopting the criteria established therein, which practically agree with the terms outlined in said Financial Plan. The Financial Plan of Castellana was approved by Royal Decree 1724/1999. This was prepared in accordance with the criteria contained in the Order of the Ministry of Finance of 10 December 1998, which approved the terms of adaptation in the General Accounting Plan for concessionaire companies of highways, tunnels, bridges and other toll routes. This Plan will be valid, without prejudice to the provisions established by clause 47 of the List of General Clauses, for the first 20 years of the concession. After this period and having adjusted the concession period based on real traffic volumes, a new Financial Plan will have to be presented for approval by the Delegation of the Government 86 in the Concessionaire Companies of National Toll Highways. The Financial Plan presented by Avasa was approved, by Royal Decree 172/2000, dated 4 February 2000, published in the Official State Bulletin (Boletín Oficial del Estado) on 10 February 2000, which reflected the variations arising due to the reduction in tolls by 32.5% and the extension of the concession until 11 November 2026. Due to the process of debt restructuring carried out by Avasa, which has led to significant modifications in the circumstances considered in the preparation of the Plan approved by Royal Decree 172/2000, this company, presented its current Financial Plan on 13 August 2001. This Plan is pending a response from the Administration. At the time of preparing these annual accounts Gco is in the process of renegotiating with the Argentine government the terms of the concession contract, with the aim of ensuring the continuity and profitability of the services provided. Elqui has certain rates on its concession which will be readjusted in line with rate adjustment formulas for currency fractions, in accordance with the terms in this respect in the tender document. The other companies accounted for by equity accounting have their own corresponding financial plans. These plans include the forecast evolution of distinct variables that are used in the projection (traffic, inflation, interest rates, etc.), using variables which are considered reasonable and coherent taken as a whole. Note 19. Subsequent events On 19 December 2002 the Board of Directors of Acesa Infraestructuras approved the proposed merger through absorption of Aurea Concesiones de Infraestructuras, S.A. by the Company, which is to be submitted to the respective general shareholders meetings in the first four months of 2003, being formalised from 1 January 2003 for accounting purposes. In February 2003 authorisation was received for the merger from the Competition Authorities. Schemaventotto, S.p.A., in which Acesa Italia has a 12.8 % shareholding, has made a public takeover offer for 100% control of Autostrade, S.p.A., company in which it holds 30% of the shares. 87 4_3 Acesa Group consolidated annual accounts Acesa Group 2002 Management Report The evolution of the Acesa Group has been clearly satisfactory during 2002. In general, all consolidated figures have increased, which is basically due to: The greater contribution from the Iberpistas Group (fully consolidated from 30 June), having increased the shareholding from 8% to 98.4% following a public takeover offer. The incorporation of new shareholdings acquired in recent years. The profit of companies consolidated by equity accounting rose significantly as a consequence, primarily, of the incorporation of Brisa, Autema and Túnel del Cadí, as well as the positive trend of the Italian company Autostrade. The positive performance of the other companies already in the Group in the previous year. Operating income was up 12% on 2001, reaching 762 million euros. By sectors, 82% of the total was from highway operations, 11% from car parks and 7% from telecommunication infrastructure activities (the activity of logistic services is consolidated by equity accounting, so its revenue is not included directly in the consolidated total for the year). The financial result reflects the increased debt due to the investments undertaken, as well as the additional debt burden assumed with the new companies included, although overall consolidated debt levels are still below those of other companies in the sector, a factor ensuring that solid and profitable investment opportunities which may arise in the future can be taken up. Acesa has continued its policy of selective investments with the objective of providing its shareholders with an adequate combination of growth and yield without the need to seek additional funding from them. Consolidated profit for the year reached 195 million euros, which represents a 14% increase over the previous year. The following events in the distinct sectors where the Group is active occuring during the year can be highlighted: In the highway sector significant investment has been made to consolidate the position in Catalonia (increase in shareholdings of Aucat – to 100%, Autema and Túnel del Cadí), nationally (control of 98.4% of Iberpistas) and in Europe (acquisition of 10% of Brisa). Also at the international level, the progress in the process of building international alliances can be highlighted, with the entrance of Brisa and the increase of Autostrade’s shareholding in Acesa Infraestructuras. In general, traffic on the highway network managed by the different companies of the Group has evolved positively during the year, with increases in the ADT (Average Daily Traffic) of 4.5% in Autopistas II, 5.6% in Iberpistas Group and 8.4% in Aucat. In the car park sector, the Saba Group continued to evolve positively. A total of 50.4 million vehicles used the Saba Group car parks, an increase of 6.5%, and it has continued its international expansion, particularly in Italy and Portugal. In the logistic services sector, Acesa Promotora Logística has become the head of the Group in this sector after Acesa Infraestructuras transferred its shareholdings in Parc Logístic de la Zona Franca and Areamed 2000. All the companies have increased their activity and income, and at the beginning of 2003 Acesa Promotora Logística has commenced two new logistic centre projects in Sevilla and Álava that complement those that already exist in the area of Barcelona. In the telecommunications infrastructure sector the growth process continues for Tradia in all its activities involving the transmission of radio signals, of mobile telephone operators and closed user groups, whilst establishing the bases for its expansion nationwide. 88 Acesa Infraestructuras, as head of the Group, has continued its dividend policy of recent years, maintaining its position amongst listed companies as having one of the highest dividend yields. The 2002 financial year has also been characterised by the process of adapting the company structure of the Group to the significant changes that have occurred in recent years. As a result of this change, the new organisation has built on three principal axes: The corporation (Acesa Infraestructuras), parent company of the Group, which determines the principal directives for Group activities. The shared services (Serviacesa), which provide administrative and technological support to the business units, amongst other services. The business units, structured in the four activity areas of highways, car parks, logistic services and telecommunication infrastructures. In line with these changes, November saw completion of the move of the corporation, the shared services and the head offices of the business units to the new head office at Parc Logístic de la Zona Franca, Barcelona. At the end of December the Company’s Board of Directors approved the merger by absorption of Áurea Concesiones de Infraestructuras, S.A., announced in May by the core shareholders of the two companies. Subsequently, in 2003 the agreement of the Competition Authorities has been obtained, with the merger now pending approval of the respective annual general meetings to be held in the first four months of 2003. This merger will create one of the largest European groups in the management of infrastructures serving mobility and communication, with a size that will give it better international competitiveness and an optimum positioning for new infrastructure concessions expected in the coming years nationally and internationally. The Company has not traded in its own shares during 2002. 89 4_ 4 Acesa Infraestr ucturas, S.A. annual acounts Balance sheet at 31 December (thousand euros) A S S E T S Fixed Assets Intangible fixed assets Computer software Studies and projects Amortisation Tangible 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 Investment in subsidiary and associated companies Long-term loans to group companies Long-term share portfolio Long-term deposits and guarantees Provisions Deferred expenses Current assets Inventories Accounts receivable Advance payments to creditors Trade debtors Debtors – Public Treasury compensation Group company debtors Sundry debtors Personnel Public Treasury Provisions Short-term investments Short-term loans to group companies Interest receivable Other credits Treasury Cash Banks and credit institutions Prepayments and accrued income 2002 3,232,768 703 36 668 (1) 11,744 - - 699 8,021 242 10,736 - (7,954) 3,220,321 2,732,060 530,354 - 2 (42,095) 14,414 203,057 - 10,570 12 - - 7,568 3,761 16 940 (1,727) 191,529 163,815 3 27,711 956 18 938 2 2001 3,159,705 1,873 5,799 285 (4,211) 2,351,773 2,370,466 1,377 699 7,792 5,053 11,752 5,761 (51,127) 806,059 807,066 - 11,892 60 (12,959) 37,986 172,027 2,372 85,313 1 6,221 69,422 - 8,339 63 1,745 (478) 81,823 81,812 11 - 2,470 409 2,061 49 Total assets 3,450,239 3,369,718 92 L I A B I L I T I E S Equity Share capital Share premium Reserves Revaluation reserve RDL 7/1996 Legal reserve RD 1564/1989 Voluntary reserves Profit and loss account Interim dividend Provisions for liabilities and expenses Reversion fund Other provisions Long-term creditors Bond issues Debt with credit institutions Other creditors Public Treasury Short-term creditors Bond issues (interest) Debt with credit institutions Loans Interest on loans Debts with Group companies Trade creditors Trade creditors Other creditors Other non trade creditors Public Treasury Accrued payroll expense Other debts Deposits and guarantees received 2002 2,009,416 1,036,890 115,553 753,157 554,526 140,387 58,244 182,817 (79,001) 42,419 - 42,419 606,354 60,000 546,354 - - 792,050 553 749,979 737,632 12,347 16,452 9,442 7,306 2,136 15,624 14,226 1,088 279 31 2001 1,744,084 876,405 - 769,636 603,902 123,910 41,824 164,762 (66,719) 841,489 796,702 44,787 461,327 60,000 380,354 20,973 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 Total liabilities 3,450,239 3,369,718 93 4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu a l Aco un ts Profit and loss account at 31 December (thousand euros) 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 Total operating expenses 2002 34,559 28,227 6,181 151 5,924 1,699 53,107 25,189 413 27,505 95,289 Operating profit Financial costs, related expenses and variation in investment provision 130,736 51,110 2001 61,056 49,270 11,403 383 10,714 (189) 96,801 41,151 986 54,664 168,382 270,049 41,373 Total financial expenses Positive financial result Profit on ordinary activities Losses on disposal of fixed assets and extraordinary expenses Change in fixed asset provisions Profit before tax Corporation tax Profit for the year 51,110 41,373 106,815 237,551 - 33,555 217,565 34,748 - 250,415 3,822 - 248,873 84,111 182,817 164,762 94 N E T I N C O M E Net Operating revenue Toll income Discounts and rebates on tolls 2002 211,640 217,284 (5,644) 2001 421,720 431,980 (10,260) Other operating income Auxiliary income and other management income 14,385 14,385 16,711 16,711 Total operating income Income from investments 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 226,025 438,431 142,243 15,682 18,214 3,525 157,925 21,739 - 19,634 13,569 19,986 2,280 1,542 95 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts Acesa Infraestructuras, S.A. Notes to the annual accounts for the year ended 31 december 2002 Note 1. Activity a) Activity ACESA INFRAESTRUCTURAS, S.A. (hereafter, Acesa or the Company), formerly AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A., was incorporated in Barcelona on 24 February 1967. Its registered office is Avenida del Parc Logístic, No. 12-20, Barcelona. Until 30 June 2002, Acesa was holder of the concessions which were transferred to AUTOPISTAS II, CONCESIONARIA ESPAÑOLA, S.A., (Sociedad Unipersonal), hereafter, Autopistas II, which is a fully owned subsidiary (see section b of this note). Its statutory purpose until the transfer of the concession activity was in line with the legal framework applicable to Concession Highway Companies. On 29 June 2002 the Company changed its name by public deed and modified its statutory purpose to “the construction, maintenance, operation of concession highways, or only the maintenance and operation and, in general, the management of concession roads in Spain and internationally. In addition to the above activities, its statutory purpose includes the construction of road infrastructures; complementary activities to construction, maintenance and operation of highways; service stations; integrated logistic and/or transport centres and/or car parks. The Company will also be able to undertake any other activity related with transport, communications and telecommunications infrastructures to serve mobility and transport of people, goods and information, with the necessary authorisation if required. The Company can carry out its statutory purpose, especially the concessionary activity, directly or indirectly, through its participation in other companies, being subject, with respect to them, to the legal provisions in force at that time”. As indicated in note 6, the Company participates in highway and car park concessions, and in logistic services and telecommunications infrastructures through the respective companies and with the percentage holdings detailed therein. b) Transfer of activity The General Meeting of shareholders of the Company (sole shareholder of Autopistas) held on 29 June 2002 agreed to make a non-monetary transfer of the branch of activities related to the administrative concessions La Jonquera-Barcelona-Tarragona and Montgat-Palafolls of the Mediterranean highway and Zaragoza-Mediterranean of the Ebro highway, including the activities, assets, rights and obligations of the concessions to Autopistas II, as well as various shareholdings in other highway concessionary companies. In return it would receive the new shares to be issued by the acquiring company, empowering the Board of Directors to determine the time of transfer, the assets and liabilities comprising the branch of activity and their value. As a result of the transfer of the branch of activities indicated, the Company, as sole shareholder of Autopistas II decided to increase the share capital of this company by 876,405 thousand euros by issuing and releasing 292,134,982 shares with a nominal face value of 3 euros each and a total share premium of 770,722 thousand euros, which would be fully subscribed and paid up through the non-financial transfer of said branch of activities. Execution of the corresponding deed to increase capital established 1 July as the date from which it would be understood that all operations were effective on account of Autopistas II. 96 This valuation was verified by an independent expert designated by the Barcelona Mercantile Register, who issued a favourable report on 26 June 2002. The difference in the value of assets and liabilities transferred on the valuation date (31 December 2001) and the transfer date (1 July 2002) is shown in the current account between both companies. The General Meeting of Autopistas II with its single shareholder, Acesa, agreed, on 28 August 2002, to approve the effective balance of the transfer of the highway operations branch of activities completed at 30 June 2002, fixing the transfer date as 1 July 2002 and valuing the net equity of the branch of activities transferred at 1,647,127 thousand euros, which is broken down as follows: Asset Net fixed assets Intangible fixed assets Tangible fixed assets Investments Deferred expenses Current assets Liabilities Deferred income Provisions for liabilities and expenses (reversion fund) Long-term creditors Short-term creditors Thousand euros 1,552 2,354,139 673,954 3,029,645 17,540 156,886 3,204,071 334 824,207 551,327 181,076 1,556,944 In the tables and movements in the notes to the accounts, the column “transferred out” reflects transfers resulting from that contribution. Note 2. Basis of presentation a) Accounting principles The annual accounts have been prepared from the company’s accounting records, in accordance with generally accepted accounting principles 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 figures contained in the balance sheet, profit and loss account, statement of source and application of funds and the notes to these accounts are expressed in thousand euros. The consolidated annual accounts of the Acesa Group for 2002 are presented separately from the individual accounts. The main information taken from the audited consolidated annual accounts is as follows: Total assets Equity Consolidated operating income Profit or loss for the year attributed to the Parent Company - profit 6,458,681 2,033,390 794,045 195,329 97 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts b) Comparison of information As a consequence of the contribution from the branch of activity described above in note 1b, the balance sheet and the profit and loss account for 2002 are not comparable with those of the previous year, as the 2002 statements only include the concession activity until the date of transfer (first half of 2002), whereas the figures corresponding to 2001, approved at the Annual General Shareholders’ Meeting on 29 June correspond to a full year of concession activity. Note 3. Proposed distribution of results a) The following distribution of results will be submitted for approval at the Annual General Shareholders’ Meeting: Basis of distribution Profit for the year Distribution Dividends Legal reserve Voluntary reserve Amount 182,817 156,076 18,282 8,459 182,817 b) During 2002 an interim dividend was paid of an amount of 79,001 thousand euros, equivalent to 8% of the nominal share value. The interim dividend amounted to 0.24 euros gross per share. The table below shows the existence of sufficient profit for the period to cover the payment of the interim dividend, which was made on 25 October 2002, and the accounting statements indicating sufficient liquidity to make the payment of this interim dividend. Net profit for period 1.01.2002 to 30.09.2002 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 Note 4. Accounting policies Amount 124,281 (12,428) 111,853 79,001 172,938 (79,001) 93,937 The most significant accounting policies applied in the preparation of the annual accounts are as follows: a) Intangible fixed assets Computer software is recorded at cost and amortised at 33% per year. Studies and projects are accounted for at acquisition price and amortised on a straight-line basis over a maximum period of ten years from the date when the project is deemed viable. 98 b) Tangible fixed assets Tangible fixed assets are valued at cost, revalued in accordance with diverse legal provisions. 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 disposed. 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. As a consequence of the Adaptation of the General Accounting Plan applied to concessionary companies operating highways, tunnels, bridges or other toll ways, the investment in highways as at 31 December 1998 was amortised during the first half-year (period of concession activity of the Company) through transfers to the reversion fund. The adaption of rates applied to fixed assets are as follows: Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Tollgate machinery New highway investments from 1 January 1999 c) Financial assets and investments Rate 2- 3 % 16 - 30 % 25 - 37.5 % 8 - 15 % 10 - 15 % 25- 37.5 % 20 -30 % 5.6 - 12 % 2 - 20 % Investments in Group 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 Group or associated companies, or other traded securities that are not publicly listed is calculated as the net book value, plus the latent capital gains at the time of acquisition and which remain af the balance sheet date. The difference between the acquisition cost and the net book value of the subsidiary and associated companies at the time of acquisition is considered as goodwill, which is amortised over a maximum period of twenty years, or in the case of highways or other types of concessions, over the remaining life of the concession, given that this is the most appropriate period for generating the resources required to recover the goodwill, to the extent that the recovery is not realised through increases in the net book value of the subsidiary and associated companies. 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. 99 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts d) Deferred expenses The amount shown in this entry corresponds to expenses arising from the operations contracted in October 2000 related to the acquisition of 48.6 % of Grupo Concesionario del Oeste, S.A. (hereafter Gco) for a hedged amount of 120.6 million dollars (see note 6.c.). These expenses are recorded monthly over the 60 month period of the hedge. e) Reversion fund The reversion fund (the balance being transferred to Autopistas II in the transfer of the branch of activity mentioned in note 1b) 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, 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. The amount allocated to this fund in 2002 until the transfer of the activity is 27,505 thousand euros. f) Other provisions Pursuant to the prudence principle, the company registers the provisions which it considers necessary in relation to the inherent risks in the business (see note 1) which could affect the company. g) Provision for retirement and other personnel-related liabilities The Company has externalised, through an insurance policy, the fund which represents the current value of its future payment obligations to employees, in respect of retirement payments. h) Trade and non-trade debtors and creditors 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 the balance sheet date are classified as short-term and amounts due after this date are considered long-term. i) Corporation tax The profit and loss account includes the charge for corporation tax, the calculation of which incorporates the full amount of tax accrued for the year, the effect of timing differences between the corporation tax assessment basis and book 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 12. The company pays tax on a consolidated basis, in accordance with the current legislation. j) Foreign exchange differences 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 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 transactions in notes 4c and 6c). 100 k) Accounting for income and expenses Income and expenses are accounted for as on accruals basis, that is, when real transfer of goods and services takes place, irrespective of when the corresponding financial transaction ocurs. Income from tolls and others inherent to highways activities and, where appropiate, the sale of goods, is registered without including the tax which corresponds to these operations, and all discounts are deducted as minor sums, whether or not they are included in the invoice. l) Actions affecting the environment Annually, amounts outlaid in meeting legal requirements related to the environment are recorded either as an expense or investment, depending on their nature. Amounts recorded as an investment are amortised over their useful life. No provision has been made for liabilities and expenses related to the environment, given that no contingencies exist with respect to environmental protection. Note 5. Tangible and intangible fixed assets The balances and movement during 2002 in tangible and intangible fixed assets were as follows: Intangible fixed assets Tangible 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 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 Increase 1,262 18,230 12,604 992 366 - 232 546 274 1,218 1,638 229 131 Decrease (25) (347) - - - - (3) (327) - - (4) - (13) Transferred out (6,617) (2,401,085) (2,339,171) (44,891) (1,743) - - (5,030) (2,773) (164) (1,205) (4,053) (2,055) Balance at 31.12.02 704 19,698 - - - 699 8,021 242 32 7,687 3,017 - - Total 2,408,984 19,492 (372) (2,407,702) 20,402 101 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts Movements in accumulated depreciation during the year were: Intangible fixed assets Tangible fixed assets Investment in highways Tollgate machinery Buildings and other constructions Machinery and vehicles Tooling Other installations Furniture Computer equipment Other fixed assets Balance at 31.12.01 4,211 51,127 2,729 30,529 1,737 3,746 1,953 4,699 1,860 2,846 1,028 Increase 880 4,083 1,283 1,638 114 178 66 374 114 189 127 Decrease (25) (310) - - (3) (295) - - - - (12) Transferred out (5,065) (46,946) (4,012) (32,167) - (3,540) (1,994) (163) (892) (3,035) (1,143) Balance at 31.12.02 1 7,954 - - 1,848 89 25 4,910 1,082 - - Total 55,338 4,963 (335) (52,011) 7,955 The following assets are fully depreciated: Buildings and other constructions Tooling Other installations Furniture Total book value Amount 15 18 3,181 873 4,087 It is company policy to contract all the insurance policies considered necessary to cover all possible risks that could affect tangible fixed assets. The company has also taken out the necessary civil liability insurance policies to cover its activities in general. Note 6. Investments The movements recorded in financial investments were as follows: Shareholdings in subsidiary and associated companies Long-term loans to group companies Long-term share portfolio Long-term deposits and debentures Less: provisions Balance at 31.12.01 807,066 - 11,892 60 (12,959) Increase 2,616,013 530,354 - 285 (34,222) Decrease (17,398) - (11,892) - 5,076 Transferred out (673,621) - - (343) 10 Balance at 31.12.02 2,732,060 530,354 - 2 (42,095) Total 806,059 3,112,430 (24,214) (673,954) 3,220,321 102 a) Shareholdings in subsidiary and associated companies The principal movements recorded are as follows: Incorporation with capital of 60 thousand euros and subsequent increase in capital of Autopistas II, through the transfer of activities carried out by the Company (see note 1b) for an amount of 1,647,187 thousand euros. The financial investments provided in this capital increase (detailed in the column “Transferred out”) correspond to the shareholdings in Acesa Italia, S.R.L., Holdaucat, S.L., Iberacesa, S.L., Túnel del Cadí, S.A.C., Brisa, Auto-estradas de Portugal, S.A. (hereafter, Brisa), Autopistas Concesionaria Española (Portugal), SGPS, S.A. and Autopista Terrassa-Manresa, Autema, Concesionaria de la Generalitat de Catalunya, S.A. (hereafter, Autema). Increase of shareholding in Ibérica de Autopistas, S.A. (hereafter, Iberpistas) by 90.32 % for an amount of 600,817 thousand euros, as the result of a public takeover offer made for the Company during 2002. The investment made, 374,155 thousand euros in cash – including amount of associated expenses- and 226,662 thousand euros from an increase in capital through a share swap (see increase in capital in note 8). Acquisition of 10 % of Brisa for a total amount of 309,124 thousand euros. Increase of shareholding in Autema with the purchase of a further 12.28% for 26,193 thousand euros, bringing the current holding to 22.33%. Two capital increases of Acesa Promotora Logística, S.A. of 12,650 and 18,722 thousand euros respectively. The first increase, through the provision of cash (used to participate in the increase in capital of Cilsa, increasing the shareholding to 32%) and the second, through non-cash transfer of shareholding in Parc Logístic de la Zona Franca, S.A., Areamed 2000, S.A., Uspa Ventura Hoteles, S.A. and Port Aventura, S.A., made at the existing book value of these shareholdings. Acquisition of 1.8 % of Túnel del Cadí, S.A. for 1,267 thousand euros. Current shareholding stands at 37.19%. Creation of the companies Autopistas-Conces. Espanhola, SGPS, S.A. and Serviacesa, S.L. for the amount of 50 thousand and 3 thousand euros respectively. Acesa is the only shareholder in both companies. Increase in the shareholding of Aucat, a company indirectly held through Holdaucat, to reach 100 % of the share capital. Sale of shareholdings in the companies Auto-Estradas do Atlântico, S.A. and Auto-Estradas do Atlântico II CS, S.A. with an accounting value of 5,492 thousand euros. The provisions existing at the close of the financial year correspond to the shareholding in Acesa Telecom, S.A. (38,594 thousand euros) and Gco (3,501 thousand euros, once the effect of the hedge mentioned in paragraph C) of this note is taken into account). At the time of preparing these annual accounts, Gco is in the process of renegotiating the terms of its concession with the Government of Argentina, with the objective of ensuring the continuity and profitability of services. The following tables show the breakdown of the Company’s direct and indirect shareholdings in subsidiary and associated companies, together with the breakdown of equity at 31 December 2002 or the latest public information available (the information for companies in foreign currency has been converted to euros at the year end official exchange rate). Following the transfer of activities described in note 1b, there are companies that have changed from being direct shareholdings to being indirect shareholdings of Acesa Infraestructuras (through Autopistas II). The amount of the dividends received by the Company in 2002 whilst they were direct holdings was 13,344 thousand euros. 103 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acou nts Direct shareholdings (thousand euros) Company Serviacesa Registered Office Activity Avda. Parc Logístic, 12-20. Barcelona Management company Share caiptal Reserves (interim div. deducted) 2002 Result Value of shareholding Dividends received 3 - - 3 - % holding 100.00 Highway operations Autopistas II Iberpistas Grupo Concesionario del Oeste, S.A. (Gco) Car Parks Avda. Parc Logístic, 12-20. Barcelona Pío Baroja, 6. Madrid Ruta Nacional nº 7, km 25,92. Ituzaingo Argentina Toll highway concession holder Toll highway concession holder Toll highway concession holder 100.00 876,465 677,232 114,303 1,647,187 93,490 98.39 176,027 47,235 32,005 648,138 29,983 48.60 (1) 21,706 (1) 8,969 (1) (16,772) (1) 140,589 - Saba Aparcamientos, S.A. (Saba) Avda. Parc Logístic, 12-20. Barcelona Car Parks 55.84 (3) 18,886 93,892 (*) 13,977 96,822 5,366 Logistic Services Acesa Promotora Logística, S.A. Telecommunications Acesa Telecom, S.A. Avda. Parc Logístic, 12-20. Barcelona Promotion and operation of logistics centre 100.00 44,842 9,416 169 53,805 60 Avda. Parc Logístic, 12-20. Barcelona Telecommunication services 100.00 149,236 20,907 (27,262) 145,516 - 2,732,060 128,899 (1) Amount not adjusted for the positive effect of inflation reflected in the Argentinean financial statements. The possible exchange rate risk on the value of the investment is hedged through the operations described in paragraph c of this note. The shares of Grupo Concesionario del Oeste, S.A. are listed on the Buenos Aires Stock Exchange. The average share price during the last quarter of 2002 was 1.07 Argentine pesos. At the close of the year, the share price was 1.26 Argentine pesos. The company holds 57.6 % of the voting rights. (2) Shares in Iberpistas, S.A. are listed on the stock exchange. The weighted average share price during the last quarter of 2002 was 13.48 euros. At the close of the year the Company had presented a delisting takeover offer. (3) Following the delisting takeover offer, the shares of Saba are no longer listed on the stock exchange at 31 December 2002. (*) Reserves reduced by the amount of own shares for their amortisation. In accordance with article 86 of RDL 1564/1989 the required notifications were made to companies when the shareholding exceeded 10%, and on successive acquisitions in multiples of 5 % of the capital. These acquisitions were also notified to the Comisión Nacional del Mercado de Valores (Spanish Securities Commission). 104 Indirect shareholdings (thousand euros) Company Registered Office Activity % indirect holding Company holding shares Share capital Reserves (interim div. deducted) 2002 Result Through AUTOPISTAS II Acesa Italia, S.R.L. Schemaventotto, S.p.A. Autostrade, S.p.A. (1) Holdaucat, S.L. Autopistes de Catalunya, S.A. (Aucat) Autopistas-Conces. Espanhola, SGPS, S.A. Iberacesa, S.L. Alazor Inversiones, S.A. Accesos de Madrid, C.E.S.A. Isgasa, S.A. Tacel Inversiones, S.A. Autopista Central Gallega, C.E.S.A. Túnel del Cadí, S.A.C. Autopista Terrassa-Manresa, Autema, Concessionària de la Generalitat de Catalunya, S.A. Brisa, Auto-estradas de Portugal, S.A. (2) Via delle Quattro Fontane, 15. Roma (Italy) Calmaggiore, 23. Treviso (Italy) Via A.Bergamini, 50. Roma (Italy) Avda. Parc Logístic, 12-20. Barcelona Avda. Parc Logístic 12-20. Barcelona Rua General Norton de Matos, 21-A. Arquiparque Algés Oeiras (Portugal) Pº Castellana, 51. Madrid Rozabella, 6. Las Rozas. (Madrid) Rozabella, 6. Las Rozas. (Madrid) Avda. Parc Logístic, 12-20. Barcelona Hórreo, 11. Santiago de Compostela Hórreo, 11. Santiago de Compostela Carretera de Vallvidrera a St. Cugat, km 5,3. Barcelona Gran Vía de les Corts Catalanes, 680. Barcelona Quinta da Torre da Aguilha Edificio Brisa, 2785-589. Sao Domingos de Rana (Portugal) Holding Co. of concessionary Holding Co. of concessionary Toll highway concession holder Holding Co. of concessionary Toll highway concession holder Holding Co. of concessionary Holding Co. of concessionary Holding Co. of concessionary Toll highway concession holder Engineering technical services Holding Co. of concessionary Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder 100.00 Autopistas II 12.83 3.85 (*) 100.00 Acesa Italia, S.R.L. Schemaventotto, S.p.A. Autopistas II 170,446 (3) 445,536 (3) 615,349 (4) 58,963 (25) (3) 887,816 (3) 1,259,535 (4) (8,109) 1,118 (3) 22,624 (3) 369,352 (4) 20,461 100.00 Holdaucat, S.L. 78,682 (3,096) 18,287 100.00 Autopistas II 50 - 32,229 6,898 99.20 23.15 23.15 99.20 Autopistas II / Iberpistas Iberacesa, S.L. Alazor Inversiones Iberacesa, S.L. 141,300 141,300 61 17.86 Iberacesa, S.L. 28,550 17.86 Tacel Inversiones 28,550 (22) - 645 (9) - - - 22 - 587 (26) (11) 37.19 Autopistas II 105,504 4,424 1,896 22.33 Autopistas II 81,894 (3,319) 10,055 10.00 Autopistas II 600,000 (4) 472,600 (4) 200,000 (4) 105 4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu al Acoun ts Indirect shareholdings (thousand euros) Company Registered Office Activity % indirect holding Company holding shares Share capital Reserves (interim div. deducted) 2002 Result Toll highway concession holder Study, promotion and construction of civil works infrastructure Holding company Toll highway concession holder Operation of sub-leased service areas. Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder Toll highway concession holder 98.39 Iberpistas 50,000 157,633 21,223 98.39 Iberpistas 500 (162) 9 98.39 Iberpistas 24,207 (298) 12,641 98.39 Iberpistas 24,000 96,000 48 98.39 Iberpistas 100 (799) 1,097 98.39 50.18 49.19 Iberpistas / Proconex Promoción de Autopistas Chile Limitada Iberavasa S.L. 1,438 1,446 769 905 413 689 234,000 14,584 35,791 24.60 Iberpistas 76,040 3,216 8,031 7.38 Avasa 6,292 55,420 (4,152) 7.38 Infraestructuras y Radiales 79,700 176,532 55.84 Saba 3 1,218 55.84 Parbla, S.A. 50.44 Saba 180 301 114 (28) 49.16 Saba 8,167 288 33.50 Saba 28,600 7,231 28.48 Saba 1,879 (142) 0 7 (23) 41 644 127 (27) 27.92 Saba 6,000 826 (722) Through Iberpistas Autopista A-6, S.A. Ibermadrid de Infraestructuras, S.A. Iberavasa de inversiones, S.L. Castellana de Autopistas, S.A. Concesionaria del Estado Proconex, S.A. Pio Baroja, 6. Madrid Pio Baroja, 6. Madrid Pio Baroja, 6. Madrid Pio Baroja, 6. Madrid Pio Baroja, 6. Madrid Promoción de Autopistas Chile Limitada Gestora de Autopistas, S.A. Santiago de Chile Santiago de Chile Barrio de Anuntzibai, s/n. 48410 Orozco (Biscay) Santiago de Chile Golfo de Salónica, 27. Madrid Golfo de Salónica, 27. Madrid Paseig d´Amunt, 5. Barcelona Sabino Arana, 38. Barcelona Pau Casals, 7. Andorra la Vella (Principat d´Andorra) Pl. Vella, subsuelo. Terrassa Via delle Quattro Fontane, 15. Roma (Italy) Rue de Larache, 8. Rabat (Morocco) Lugar do Espino Via Norte. Porto (Portugal) Car Parks Car Parks Car Parks Car Parks Car Parks Car Parks Car Parks Autopistas Vasco- Aragonesa, C.E.S.A. Sociedad Concesionaria del Elqui, S.A. Infraestructuras y Radiales, S.A. Autopista del Henares, S.A.C.E. Through Saba Parbla, S.A. Iniciativa Serveis de Salou, S.L. Societat Pirenaica d’Aparcaments, S.A. (Spasa) Societat d’Aparcaments de Terrassa, S.A. (Satsa) Saba Italia, S.p.A. Rabat Parking, S.A. Spel-Sociedade de Parques de Estacionamento, S.A. 106 Company Registered Office Activity % indirect holding Company holding shares Share capital Reserves (interim div. deducted) 2002 Result Through Acesa Promotora Logística Parc Logístic de la Zona Franca, S.A. Areamed 2000, S.A. Centro Intermodal de Logística, S.A. (Cilsa) Calle 60, nº 19. Polígono Industrial de la Zona Franca Barcelona Vía Augusta, 21-23. Barcelona Portal de la Pau, 6. Barcelona Through Acesa telecom Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) Adquisición de Emplazamientos, S.L. (Adesal) Motors, 392. L´Hospitalet de Llobregat (Barcelona) Motors, 392. L´Hospitalet de Llobregat (Barcelona) Promotion and operation of logistic areas Operation of service areas Promotion and operation of logistic areas Telecoms infrastructure operator Telecoms infrastructure operator 50.00 A. P. Logística 23,742 (434) (298) 50.00 A. P. Logística 70 1,862 3,260 32.00 A. P. Logística 15,467 22,976 1,375 94.99 Acesa Telecom 131,488 (11,360) (13,925) 94.99 Tradia 3 (2) 1 (1) The shares of Autostrade, S.p.A. are listed on the Milan Stock Exchange. The weighted average price in the last quarter of 2002 was 9.22 euros. At the close of the year the share price was 9.47 euros. (2) The shares of Brisa, Auto-estradas de Portugal, S.A. are listed on the Lisbon Stock Exchange. The weighted average price in the last quarter was 5.12 euros. At the close of the year the share price was 5.28 euros. (3) Information at 31 December 2001. (4) Information at 30 September 2002. (*) Shares pledged as guarantee of loan granted to Schemaventotto, S.p.A. to purchase the shareholding in this Company. b) Long-term loans to group companies The transfer of the branch of activities described in note 1b included the debts and bonds related to the goods and rights transferred. To this effect, a loan agreement between Acesa and Autopistas II for an amount of 530,354 thousand euros has been drawn up, corresponding to the financing of the activities transferred, under the same conditions as the Company’s bank debt. c) Exchange rate hedging 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 maturity (Non Delivery Forward). The nominal value of all these transactions is USD 120.6 million. Acesa sells 120.6 million Argentine pesos in exchange for USD 120.6 million, with maturity in October 2005 having fixed the exchange rate to Argentine pesos on maturity in 2002. 107 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts Cross-currency interest rate swap between USD and Euros. The nominal value of these transactions is USD 120.6 million, with maturity in October 2005. The premiums paid up front for the hedging transactions are accounted for on a straight-line basis over the period of the transaction (see note 4.d). The results of the cross currency interest rate swap are recorded as financial income or expenses 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. Note 7. Short-term investments The average yield on deposits held by the Company during 2002 was 3.06%. The Company has credit lines with Group companies of 501,000 thousand euros, at market interest rates. The outstanding balance at 31 December 2002 was 163,815 thousand euros. “Other credits” corresponds to the interim dividend declared by the subsidiary Iberpistas which at 31 December 2002 was pending payment. Note 8. Equity The amount and movements in equity for the year ended 31 December 2002 were as follows: Share capital Share premium Revaluation reserve RDL 7/1996 of 7 June Legal reserve RD 1564/1989 Voluntary reserve Profit for the year Interim dividend Balance at 31.12.01 876,405 - 603,902 123,910 41,824 164,762 (66,719) Distribution of profit for year - - - 16,477 16,420 (164,762) 66,719 Increase in capital 160,485 115,553 (49,376) - - - - Other movements - - - - - 182,817 (79,001) Balance at 31.12.02 1,036,890 115,553 554,526 140,387 58,244 182,817 (79,001) Total 1,744,084 (65,146) 226,662 103,816 2,009,416 a) Share capital The share capital of Acesa is made up of 345,629,915 shares each with a nominal value of 3 euros, being those entered in the share register. The shares are fully subscribed and paid up, of which 308,593,549 are class A shares and 37,036,366 are class B preference shares which have the same rights as the ordinary shares and, additionally, have the right to a preferential dividend which will be paid once to holders of these shares at the end of five years and three months from the publication date of the results of the takeover offer for Iberpistas in the stock exchange bulletin. The maximum amount of the preferential dividend for each preference share will be the difference between 14.87 euros per share and the weighted average share value of the ordinary shares in the last quarter prior to calculation, with a upper limit of 4.25 euros per share. 108 At 31 December 2002 the most important shareholdings were as follows: Caixa d’Estalvis i Pensions de Barcelona (Grupo) Caixa d’Estalvis de Catalunya Autostrade, S.p.A. Brisa % 29.09 8.24 7.21 5.77 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). On agreement of the Annual General Shareholders’ Meeting of 29 June 2002, the Company increased share capital by the nominal amount of 111,109 thousand euros, through the issue of 37,036,366 preference shares, issued as new class B shares in a single series, at a value of 3 euros per share, to be used in the share swap operation, established to improve the takeover offer made by the Company for the shares of Iberpistas, dated 20 May 2002. The share premium was 115,553 thousand euros. At the same meeting payment of a final dividend for 2001 was approved, being 0.223 euros gross per share, representing a total sum of 65,146 thousand euros. By agreement of the Shareholders’ Meeting of 9 December 2002, the Company increased share 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 49,376 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) Revaluation Reserve of Royal Decree 7/1996, of 7 June This reserve originates from the revaluation of the fixed assets of the company by virtue of Article 5 in the above legislation. As three years have passed since the balance date when the revaluation was made and there has not been an examination by the Tax Administration, the revaluation operations are thus deemed to be correct and the balance of the account is accepted by the Tax Inspectorate, accordingly, the balance is available for : Off-seting book losses. Increasing share capital. Creating reserves freely available for distribution, ten years from the date of the balance sheet containing the revaluation operations. The balance of this account cannot be distributed, directly or indirectly, unless the capital gain has been realised, with the understanding that this is the case when the revalued assets have been fully amortised, transferred or written off in the books. Given the activity transferred in note 1b, the requirement that the capital gain has been realised can only be understood as such when the company acquiring the revalued assets as part of the new activity has depreciated those assets, transferred or written them off in the books. 109 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts c) Legal reserve In accordance with the Spanish Companies Act, 10% of the annual profits must 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 offset losses when there are no other reserves available for this purpose. Note 9. Provisions for liabilities and expenses The movements under this heading during the financial year ended 31 December 2002 were as follows: Reversion fund (see note 4e) Other provisions (see notes 4f and 12) Balance 31.12.01 796,702 44,787 Increase 27,505 151 Decrease - (2,519) Transferred out (824,207) - Balance 31.12.02 - 42,419 Total 841,489 27,656 (2,519) (824,207) 42,419 Note 10. Issue of bonds and loans with credit institutions The table below details the position at the end of 2002: 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 Loan, 08.01.02 Loan, 22.03.02 Loan, 14.11.02 Loan, 23.12.02 Total loans Total long-term Syndicated loan, 24.07.02 Loan agreements Total short-term Years 5 10 15 4-6 5 6 5 5 6 5 3 5 Nominal 20,000 20,000 20,000 60,000 210,354 30,000 60,000 40,000 40,000 30,000 60,000 45,000 31,000 546,354 606,354 363,000 744,220 1,107,220 Balance available 20,000 20,000 20,000 60,000 210,354 30,000 60,000 40,000 40,000 30,000 60,000 45,000 31,000 546,354 606,354 363,000 374,632 737,632 Total bonds and loans with credit institutions 1,713,574 1,343,986 110 Part of the loan and credit operations included as debt with credit institutions at 31 December 2002 (69,616 thousand euros of total long-term loans and 64,059 thousand euros of short-term, with a financial charge accrued in 2002 of 5,131 thousand euros) were made with financial institutions which are shareholders of the Company. The annual interest rate of the bonds and long-term debts with credit institutions is EURIBOR plus a margin of between 0.40 and 0.50%. The Company has contracted the following financial operations to hedge interest rates: Financial institution JP Morgan ”la Caixa” ”la Caixa” ”la Caixa” Banesto Caixa de Catalunya SCH ”la Caixa” Total Maturity 19.10.2005 11.12.2006 29.05.2006 11.12.2006 29.05.2006 11.12.2006 8.01.2008 15.12.2008 Amount 20,000 20,000 20,000 10,000 10,000 10,000 10,000 20,000 120,000 In 2003 the company plans to refinance short-term loans. Note 11. Transactions and balances held with subsidiary and associated companies The credit and debit balances that Acesa held with subsidiary and associated companies at 31 December 2002 were as follows: Autopistas II Aucat Acesa Telecom Serviacesa Holdaucat Gco Tradia Otros Total Thousand Euros Debtors Investments Other debts Long-term 530,354 - - - - - - - 530,354 Short-term 8,762 3,000 25,061 177 126,815 - - - 163,815 4,674 1,688 4 119 - 990 - 93 7,568 Creditors 3,157 - 5,158 96 2,015 - 6,026 - 16,452 As indicated in note 6b, the Company has conceded a long-term loan to Autopistas II for the sum of 530,354 thousand euros. Also, as indicated in note 7, the Company has credit lines with companies of the group with a limit of 501,000 thousand euros, at the market interest rate. At 31 December 2002 an amount of 163,815 thousand euros had been drawn down, and receipt of an interim dividend from Iberpistas for an amount of 27,711 thousand euros was pending (see note 7). 111 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts The provision of services by Acesa to companies in the Group has increased considerably due to the transfer of diverse Group companies to the new offices in the Parc Logístic. This has led to the partial use of Acesa’s resources and infrastructure by these companies, for which the Company has received income during 2002, basically derived from rebilling of lease expenses, corporate services and management services, for the following amounts: Thousand euros Income Interest received 11,640 63 1,568 1,002 - - - - - - - - - - 14,273 Shareholdings 93,490 - 4,905 - - - 60 - - 5,366 1,119 29,983 1,020 6,300 142,243 Expenses Services received - 68 - - - 15 72 - - - - - - - 155 Autopistas II Tradia Holdaucat Acesa Telecom Aucat Parc Logístic Zona Franca Acesa Promotora Logística Gco Serviacesa Saba Acesa Italia Iberpistas Autema Brisa Total Services provided 4,130 - - 71 330 30 245 988 119 50 - - - - 5,963 Note 12. Tax position The company calculates tax in 2002 on a consolidated fiscal basis, as the parent company of the fiscal group, which covers the subsidiary companies Autopistas II, Serviacesa S.L., Holdaucat, S.L., Autopistes de Catalunya, S.A. (Aucat), Acesa Promotora Logística, S.A., Acesa Telecom, S.A., Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) and Adquisición de Emplazamientos, S.L.(Adesal). The reconciliation of the difference between reported profit in the accounts and the profit subject to company tax for 2002 is as follows: Profit before tax Permanent differences Timing differences Arising during the year From previous years Tax assessment base 217,565 (86,152) (591) (274) 130,548 The company tax payable, calculated at 35% of the tax assessment base, is reduced by 12,190 thousand euros, primarily due to deductions to avoid the double taxation internally on dividends received. Dividends from fully consolidated subsidiaries are considered as permanent differences, as well as the elimination of results for operations between group companies, which have been eliminated to determine the consolidated taxable income. 112 The balance of deferred tax assets and liabilities at 31 December 2002 was 562 and 864 thousand euros respectively. The balance of deferred tax liabilities corresponds entirely to the application of the cash criteria for tax purposes with respect to income derived on an operation with a deferred price. On 29 June the Annual General Shareholders’ Meeting approved the non-monetary transfer of the branch of activities under the concessions held for toll highway operations, including the assets, rights, debts, obligations and other legal requirements related to their operation, as well as title to shares and/or holdings of capital in highway concessionary companies, to a newly created company called Autopistas II, Concesionaria Española, S.A. (Sociedad Unipersonal), 100% owned subsidiary of the company. The transfer of the branch of activities was carried out under the special fiscal regime of Chapter VIII of Title VIII of the Company Tax Law, accounting for the shares received at the book value of the shares delivered (See note 1b of the notes to these accounts). Subsequently, on 19 July, an increase in capital of the Company was authorised by public deed to cover the share swap established in the public takeover offer by the Company for the shares of Ibérica Iberpistas. Having obtained through the share swap the majority of the voting rights in this company, the operation was submitted to the special fiscal regime for share swaps in Chapter VIII of Title VIII of the Company Tax Law. The value at which the shares received have been accounted for is detailed in note 8a to these accounts. Finally, on 31 December an increase in capital was authorised by public deed for the associated company Acesa Promotora Logística, S.A., subscribed to by the Company through the non-monetary transfer of shares in distinct subsidiary and associated companies. The cited operation was submitted to the special fiscal regime of Chapter VIII and Title VIII of the Company Tax Law, accounting for the shares received at the book value of those delivered (see note 6a to these accounts). 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 and for 2000, of a partial nature and in a consolidated fiscal regime, 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 tax legislation applicable to certain operations, contingent tax liabilities could arise that are difficult to quantify. Nevertheless, the consequences that could arise would not have a material effect on the annual accounts of the Company. Note 13. Income and expenses a) Net Operating revenue Net operating revenue in 2002 was 211,640 thousand euros. This amount corresponds to the net toll income for the first six months of 2002 (see note 1b). b) Personnel The average number of employees in the period from 1 January 2002 until 30 June 2002, when the branch of activities was transferred to Autopistas II, was as follows: Permanent staff Temporary staff Total 1,182 155 1,337 113 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts During the period from 1 July to 31 December 2002 the average number of employees was: Permanent staff Temporary staff Total c) Extraordinary items 55 1 56 The extraordinary income corresponds, basically, to the profit generated on the sale of the shareholding in Auto- Estradas do Atlântico. Note 14. Environmental information Acesa has invested 953 thousand euros in environmental improvements during 2002, through the following: 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 1,177 thousand euros in 2002 to the Castellet del Foix Foundation, whose principal objective is the promotion of studies on the repercussion of major infrastructures on the environment, economy and demography. Note 15. Other information 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 transfers to reserves that the Law establishes are covered, and 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. The overall remuneration of board members in 2002 was 1,096 thousand euros, less than the statutory limit. Total remuneration for all concepts received by board members was 3,347 thousand euros, of which 1,622 thousand euros corresponded to salaries and expenses, and 1,725 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 on the stock market for any of its employees or any members of the Board of Directors. 114 b) The Company, respecting the second general point of the Code of Good Governance prepared by the “Special Commission for the Study of a Code of Ethics for Company Boards of Directors”, states, once again, that the members of the Board of Directors are nominated by the core shareholders which hold the majority of the company’s shares. With regard to the structure of the Company’s administrative body, there is an Executive Commission that meets monthly. Additionally, in 2002 an Audit and Control Commission was formed. Finally, the Board of Directors approved an internal regulation, notifying the market of this through the Spanish Securities Commission (CNMV). c) At 31 December the Company has guarantees to third parties for an amount of 247,107 thousand euros, which correspond principally to guarantees given by financial institutions to Public Administrations for certain commitments (investments, operation of services, etc.) undertaken by Group companies. It is not considered that these guarantees will lead to unexpected material losses. d) The Company has an agreement with Autopistas II for the transfer of the shareholding in Gco once the necessary authorisation is obtained from the Argentine Government. e) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services and other services provided to the Company totalled 171 thousand euros. The fees received during the year for other services provided to the Company for other companies trading under the name PricewaterhouseCoopers totalled 139 thousand euros. Note 16. Subsequent events On 19 December 2002 the Board of Directors of Acesa Infraestructuras approved the proposed merger through the absorption of Aurea Concesiones de Infraestructuras, S.A. by the Company, which is to be submitted to the respective general shareholders meetings in the first four months of 2003, being formalised from 1 January 2003 for accounting purposes. In February 2003 authorisation was received for the merger from the Competition Authorities. 115 4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acou nts Note 17. Estatement of Source and application of funds (thousand euros) Sources Sources 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 expenses and liabilities Deferred income Profit from investments Profit from fixed assets Capital increase with share premium not available Long-term debts - loans Transfer of fixed assets Fixed assets Investments Provision for liabilities and expenses Reduction of fixed assets for transfer of activities Total sources Application Acquisition of fixed assets Start up costs Intangible assets Fixed assets Investments Subsidiaries and associated companies Other investments Long-term loans to Group companies Increase in investment due to transfer of activities Dividends Transfer from long-term to short-term debt Pending payments not yet demanded Provision for liabilities and expenses Reduction of long-term liabilities for transfer of activities Total applications Excess of sources over applications/Applications over sources Increase/ Decrease in working capital Change in working capital Inventories Receivables Short-term investments Treasury Payments and accruals Short-term creditors Change in working capital 2002 2001 182,817 5,133 34,222 6,032 27,505 - - - 151 334 (13,041) (80) 243,073 226,662 696,354 117 37,255 - 3,047,185 4,250,646 170 1,262 18,230 968,886 285 530,354 1,647,127 144,147 - - 2,519 1,375,868 4,688,848 164,762 9,568 8,138 6,387 54,664 580 98 90 3,546 - - - 247,833 - 170,000 - 73 21,088 - 438,994 129 2,614 33,028 156,966 188 - - 128,589 48,081 53 798 - 370,446 (438,202) 68,548 (2,372) (74,743) 109,706 (1,514) (47) (469,232) (438,202) 71 24,093 64,746 (1,198) (17) (19,147) 68,548 116 Acesa Infraestructuras, S.A. 2002 Management Report This financial year has been of special relevance for Acesa Infraestructuras both in terms of the investments made during the year and at a company and organisational level, with the restructuring by business groups completed, recording in the process an 11% increase in Company profit with respect to 2001. 2002 has been marked by the transfer of the highway concession activities and various shareholdings in highway concessions held by the Company until 30 June. As a result, Acesa Infraestructuras ceases to operate as a highway concessionaire, becoming the head of the Acesa Group, centralising the corporate services of the Group. Consequently, the activity conducted by the Company in the first half and second half of the year has been markedly different, and neither the profit and loss account nor the balance sheet figures are comparable with those of the previous year. From the second half of the year the structure of the profit and loss account changed with highway income being replaced by investment income, as a consequence of the dividend policy of the subsidiary companies in highways, car parks, logistic services and telecommunication infrastructures. Following the significant investments made during the year, net debt (deducting the debt assumed by Autopistas II) of the Company was 827 million euros, representing 41% with respect to equity and 28% of total liabilities. These percentages indicate a sound financial balance and debt levels below those of other companies in the sector, which allow us to continue meeting the heavy investment levels required in concessionary businesses. The greater integration of the markets makes it necessary for infrastructure management companies to have a bigger size that enables them to have both the personnel and technical means as well as the economic resources to undertake large scale projects. Along these lines, Acesa Infraestructuras has invested 950 million euros in 2002, without taking into account the increase of the investments in subsidiaries from the transfer of activities, in shareholdings in different companies with the objective of: Consolidating its position in the highway sector in Catalonia, with the increase of shareholdings in Aucat, Autema and Túnel del Cadí. Consolidating Spanish leadership through the increase of the shareholding in Iberpistas from 8 % to 98.4 %, following the public takeover offer for the company, for an amount of 601 million euros (374 million euros outlaid in cash, including associated expenses, and the remaining 227 million euros through an increase in share capital with a share premium). Making progress in the process of investments and international alliances with the acquisition of 10% of Brisa for 309 million euros. This purchase makes Acesa the second shareholder in the leading Portuguese toll highway operator. Acesa and Autostrade have also strengthened their cross holdings. Advancing in the process of expanding in other areas of activity, with the purchase by Saba of 100% of Parbla (car parks) and the increase of the shareholding in Cilsa (logistic infrastructure) to 32%, for the sum of 13 million euros. 117 4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu al Acoun ts During the year the policy of providing return to the shareholder through a combination of dividend payout and making a bonus share issue has been maintained, with the Company continuing to offer one of the highest dividend yields in the market. The total amount paid out as dividends in 2002, considering the interim dividend and the final dividend, which will be put to the next Annual General Shareholders’ Meeting for approval, is 156,076 thousand euros. During 2002 the Acesa Group has adapted its company structure to the significant changes which have occurred in recent years. In line with these changes, November saw completion of the move of the corporation, the shared services and the head offices of the business units to the new head office at Parc Logístic de la Zona Franca, Barcelona. The new building has 11,000 square meters and 400 employees. At the end of December the Company’s Board of Directors approved the merger by absorption of Áurea Concesiones de Infraestructuras, S.A., announced in May by the core shareholders of the two companies. Subsequently, in 2003 the agreement of the Competition Authorities has been obtained, with the merger now pending approval of the respective annual general meetings to be held in the first four months of 2003. This merger will create one of the largest European groups in the management of infrastructures serving mobility and communication, with a size that will give it better international competitiveness and an optimum positioning for new infrastructure concessions expected in the coming years nationally and internationally. In 2003, the Company will consolidate its leadership of the new Group following the organisational and company restructuring carried out in 2002. The positive evolution expected in all the businesses interests of the Company will lead to continual profit growth, in line with the trend of recent years. The Company has not traded, either directly or indirectly, in its own shares. 118 Gov 1.1_Board of Directors 1.2_Delegated bodies of control 1.2.1_Executive committee 1.2.2_Audit and Risk Control Committee 1.3_Management team 1.4_Corporate Governance verning bodiesGoverning bodies 1_1 Board of Directors Chairman Isidro Fainé Casas Deputy Chairman Enrique Alcántara-García Irazoqui Deputy Chairman Carmen Godia Bull Managing Director Salvador Alemany Mas Directors Jordi Aristot Mora Gilberto Benetton Antonio Brufau Niubó Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enrique Corominas Vila Jean-Louis Chaussade Pere Antoni de Dòria Lagunas Isabel Gabarró Miquel Carlos Godó Valls Enric Mata Tarragó Jorge Mercader Miró Ricardo Pagés Font Antoni Vila Bertrán Non-executive Secretary Alejandro García-Bragado Dalmau Non-director Deputy Secretary Juan Arturo Margenat Padrós During the year the following have ceased to act as Board Members: Joaquim de Nadal Caparà Ibérica de Autopistas, C.E.S.A., represented by José María Catà Virgili 12 1_2 Deleg a ted b odi es of control 1.2.1_ Executive committee Chairman Isidro Fainé Casas Enrique Alcántara-García Irazoqui Salvador Alemany Mas Antonio Brufau Niubó Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enric Mata Tarragó Secretary Alejandro García-Bragado Dalmau Deputy Secretary Juan Arturo Margenat Padrós 1.2.2_ Audit and Risk Control Committee Chairman Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach Enrique Alcántara-García Irazoqui Enrique Corominas Vila Secretary Juan Arturo Margenat Padrós 1_3 Mana g em en t t eam During 2002 the Acesa Group has undergone corporate and organisational restructuring to adapt to the significant changes over recent years. The management team of Acesa Infraestructuras, as well as the management team of the shared services company and Acesa Group’s business units are detailed in a specific section of chapter 2.1. Strategy and Organisational Structure. 13 1_4 Cor pora te Gove rnance In recent years, Acesa Infraestructuras has been gradually and progressively introducing the recommendations established in the Code of Good Governance prepared by the Special Commission created by decision of the Council of Ministers on 28 February 1997. Thus, Acesa Infraestructuras has an Internal Regulation of Conduct on matters related to the share market, with rules that the directors and senior managers of the Company are obliged to comply with. It also has a Regulation of the Board of Directors which assumes a good part of the recommendations of the Code of Good Governance mentioned, such as the Audit and Risk Control Committee, for example. It is foreseen that once the merger with Áurea Infraestructuras, S.A. has concluded, being submitted to the respective General Shareholder’s Meetings for approval in April 2003, the rest of the recommendations pending will be put into practice, such as the formation of the Nominations and Remunerations Committee. Regulation of Board of Directors The role of the Regulation of the Board is to determine the principles by which it should act, the basic rules of its organisation and operation, as well as the rules of conduct of its members, which will also be applicable, so far as this is compatible with their specific nature, to the senior management of the Company. The directors and senior managers are obliged to know, comply with and ensure compliance with this regulation, which establishes aspects such as the composition and structure of the Board of Directors, the delegated bodies of control, the appointment and cession of directors, the information and remuneration of the directors and the directors’ responsibilities. The Board of Directors The special function of the Board, as the highest decision making body, is that of exercising governance over the Company concentrating its activity on the task of supervision and acting always in the interest of its shareholders, where the basic criteria underlying its action will be maximising the value of the Company. The Directors The General Meeting, on proposals from the Board, is responsible both for nominations of board directors as well as relinquishing members of their duties. Executive directors are obliged to surrender their seat on the Board on reaching the age of 70. The number of Board members should be between 15 and 20 and the external or non executive directors should represent a clear majority over the executive directors. The Regulation of the Board also establishes the information board directors have access to and their responsibilities. 14 In 2003 it has been decided to form a Nominations and Remunerations Committee and as indicated in the Regulation of the Board of Directors its principal functions are: Prepare and review the criteria that should be followed regarding the composition of the Board and the selection of candidates. Propose to the Board the nominations of directors and the members of each committee. Revise the remuneration programs periodically Notify of transactions that may imply conflicts of interest. Management Committee The Management Committee is responsible for ensuring that agreements adopted by the Executive Committee are carried out and to maintain periodic control over the evolution of the different business units of the Company. Relations of the Board The Board of Directors will determine the most adequate channels to learn of proposals made by shareholders with respect to management of the Company, particularly through the Annual Shareholders’ Meeting; it will establish the mechanisms to exchange information regularly with institutional investors; it will inform the public immediately of significant events that may notably influence share prices; and, it will manage relations with the external auditors of the Company through the Audit and Risk Control Committee. Committees Acesa has an Executive Committee with general decision making power that meets monthly, which currently has 6 members. The Audit and Risk Control Committee has three members with its main functions as follows: Proposal of appointment, dismissal or renewal of auditor. Supervision of compliance with the audit contract. Revision of the Company’s accounts. Serve as communications channel between the Board of Directors and the auditors. Check the suitability of internal risk control systems. The annual accounts of the Group include details of the fees received by the auditors both for professional auditing services and other professional services apart from auditing. 15 

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